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EXHIBIT (a)(1)(C)
KFORCE.COM, INC.
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
This Notice of Guaranteed Delivery, or one substantially in the form
hereof, must be used to accept the offer by kforce.com, Inc. and if:
- certificates evidencing shares of common stock, $0.01 par value per
share, of kforce are not immediately available or cannot be delivered to
the Depositary before the expiration date,
- if the procedure for book-entry transfer described in the Offer to
Purchase dated November 6, 2000 and the related Letter of Transmittal
cannot be completed on a timely basis, or
- time will not permit all required documents, including a properly
completed and duly executed Letter of Transmittal, an agent's message in
the case of a book-entry transfer (as defined in the Offer to Purchase)
or the specific acknowledgement in the case of a tender through the
automated tender offer program of the book-entry transfer facility (as
defined in the Offer to Purchase), and any other required documents, to
reach the Depositary prior to the expiration date (as defined in the
Offer to Purchase).
This Notice of Guaranteed Delivery, properly completed and duly executed,
may be delivered by hand, mail, overnight courier or facsimile transmission to
the Depositary prior to the expiration date. See section 3 of the Offer to
Purchase.
The Depositary for the offer is:
EQUISERVE, L.P.
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By Overnight Courier
By Mail: By Hand Delivery: or Express Mail:
EquiServe, L.P. Securities Transfer & EquiServe, L.P.
Attn: Corporate Actions Reporting Services, Inc. Attn: Corporate Actions
P.O. Box 9573 c/o EquiServe, L.P. 40 Campanelli Drive
Boston, Massachusetts 100 Williams Street, Galleria Braintree, Massachusetts 02184
02205-9573 New York, New York 10038
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Facsimile Transmission:
(781) 575-4826
Confirm Receipt of Facsimile by Telephone:
(781) 575-4816
FOR THIS NOTICE TO BE VALIDLY DELIVERED, IT MUST BE RECEIVED BY THE
DEPOSITARY AT ONE OF THE ABOVE ADDRESSES BEFORE THE OFFER EXPIRES. DELIVERY OF
THIS NOTICE TO ANOTHER ADDRESS WILL NOT CONSTITUTE A VALID DELIVERY. DELIVERIES
TO KFORCE, THE DEALER MANAGER, THE INFORMATION AGENT OR THE BOOK-ENTRY TRANSFER
FACILITY WILL NOT BE FORWARDED TO THE DEPOSITARY AND WILL NOT CONSTITUTE A VALID
DELIVERY.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on the Letter of Transmittal is required to be
guaranteed by an eligible guarantor institution (as defined in the Offer to
Purchase) under the instructions to the Letter of Transmittal, the signature
guarantee must appear in the applicable space provided in the signature box on
the Letter of Transmittal.
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LADIES AND GENTLEMEN:
The undersigned tenders to kforce at the price per share indicated in this
Notice of Guaranteed Delivery, upon the terms and subject to the conditions
described in the Offer to Purchase and the related Letter of Transmittal,
receipt of which is hereby acknowledged, the number of shares specified below
pursuant to the guaranteed delivery procedure described in section 3 of the
Offer to Purchase. All shares tendered and purchased will include the associated
common stock purchase rights issued pursuant to the Rights Agreement, dated as
of October 28, 1998, as amended, between kforce and State Street Bank and Trust
Company, as Rights Agent, and, unless the context otherwise requires, all
references to shares include the associated common stock purchase rights.
Number of shares to be tendered:
shares.
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PRICE AT WHICH YOU ARE TENDERING
(SEE INSTRUCTION 5 TO THE LETTER OF TRANSMITTAL)
You must check one box and only one box if you want to tender your shares. If
more than one box is checked or if no box is checked, your shares will not be
properly tendered.
SHARES TENDERED AT A PRICE DETERMINED BY YOU:
By checking one of the following boxes below instead of the box under "Shares
tendered at a price determined pursuant to the offer," you are tendering shares
at the price checked. This action could result in none of your shares being
purchased if the purchase price selected by kforce for the shares is less than
the price checked below. If you want to tender portions of your shares at more
than one price, you must complete a separate Letter of Transmittal for each
price at which you tender shares. The same shares cannot be tendered at more
than one price.
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
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[ ] $4.75 [ ] $5.125
[ ] $4.875 [ ] $5.25
[ ] $5.00 [ ] $5.375
[ ] $5.50
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OR
SHARES TENDERED AT A PRICE DETERMINED PURSUANT TO THE OFFER:
[ ] By checking this one box instead of one of the price boxes above, you are
tendering shares and are willing to accept the purchase price selected by
kforce in accordance with the terms of the offer. This action will maximize
the chance of having kforce purchase your shares (subject to the possibility
of proration). Note this action could result in your receiving a price per
share as low as $4.75.
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ODD LOTS
(SEE INSTRUCTION 8 TO THE LETTER OF TRANSMITTAL)
Complete this section only if you own, or are tendering on behalf of a person
who owns, beneficially or of record, an aggregate of fewer than 100 shares (not
including any shares held in the kforce 401(k) Retirement Savings Plan) and are
tendering all shares.
You either (check one box):
[ ] are the beneficial or record owner of an aggregate of fewer than 100 shares,
all of which are being tendered; or
[ ] are a broker, dealer, commercial bank, trust company, or other nominee that
(a) is tendering for the beneficial owner(s), shares with respect to which
it is the record holder, and (b) believes, based upon representations made
to it by the beneficial owner(s), that each such person is the beneficial
owner of an aggregate of fewer than 100 shares and is tendering all of the
shares.
CONDITIONAL TENDER
(SEE INSTRUCTION 15 TO THE LETTER OF TRANSMITTAL)
You may condition your tender of shares on kforce purchasing a specified minimum
number of your tendered shares, all as described in section 6 of the Offer to
Purchase. Unless the minimum number of shares you indicate below is purchased by
kforce in the offer, none of the shares you tendered will be purchased. It is
your responsibility to calculate that minimum number of shares that must be
purchased if any are purchased, and you are urged to consult your own tax
advisor before completing this section. Unless this box has been checked and a
minimum number of shares specified, your tender will be deemed unconditional.
[ ] The minimum number of shares that must be purchased, if any are purchased,
is: shares.
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If because of proration, the minimum number of shares that you designated above
will not be purchased, kforce may accept conditional tenders by random lot, if
necessary. However, to be eligible for purchase by random lot, you must have
tendered all your shares and checked this box:
[ ] The tendered shares represent all shares held by me.
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Signature(s):
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Name(s) of Record Holder(s):
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(PLEASE TYPE OR PRINT)
Certificate Nos.:
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Address:
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(ZIP CODE)
Daytime Area Code and Telephone No.:
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Dated:
------------------ , 2000
If shares will be delivered by book-entry transfer, provide the following
information:
Account Number:
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GUARANTEE
(NOT TO BE USED FOR A SIGNATURE GUARANTEE.)
The undersigned, a bank, broker, dealer, credit union, savings association
or other entity that is a member in good standing of the Securities Transfer
Agents Medallion Program or a bank, broker, dealer, credit union, savings
association or other entity that is an "eligible guarantor institution," as that
term is defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of
1934, as amended (each of the foregoing constituting an "eligible institution"),
guarantees the delivery to the Depositary of the shares tendered, in proper form
for transfer, or a confirmation that the shares tendered have been delivered
pursuant to the procedure for book-entry transfer described in the Offer to
Purchase into the Depositary's account at the book-entry transfer facility, in
each case together with a properly completed and duly executed Letter of
Transmittal, an agent's message in the case of a book-entry transfer or the
specific acknowledgement in the case of a tender through the automated tender
offer program of the book-entry transfer facility, and any other required
documents, all within three Nasdaq trading days after the date of receipt by the
Depositary of this Notice of Guaranteed Delivery.
The eligible institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
certificates representing shares to the Depositary within the time period set
forth in the Offer to Purchase. Failure to do so could result in a financial
loss to the eligible institution.
Name of
Firm:
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Address:
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Zip Code:
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Area Code and Telephone
No.:
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Authorized Signature
Name:
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Please
Print:
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Title:
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Dated:
------------------------ , 2000
NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS FORM. CERTIFICATES FOR SHARES
SHOULD BE SENT WITH THE LETTER OF TRANSMITTAL.
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