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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): MAY 3, 2000
WESTAFF, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-024990 94-1266151
_________
State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
301 LENNON LANE, WALNUT CREEK, CA 94598
(Address of principal executive offices/Zip Code)
Registrant's telephone number, including area code: (925) 930-5300
Former name, former address, and former fiscal year, if changed since last
report: N/A
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ITEM 5. OTHER EVENTS.
On May 3, 2000, Westaff, Inc. ("Westaff"), a Delaware corporation,
Cornerstone Equity Investors IV, L.P. ("Cornerstone") and Centre Capital
Investors III, L.P. ("Centre"), The Stover Revocable Trust, The Stover 1999
Charitable Remainder Unitrust and The Stover Foundation (the "Stockholders")
terminated by mutual consent the Recapitalization Agreement and Plan of
Merger dated March 7, 2000 (the "Merger Agreement"), pursuant to which
Cornerstone and Centre, together with certain members of Westaff's
management, were to acquire Westaff in a recapitalization and merger
transaction for $10.00 per share in cash. In connection with the
termination, Michael K. Phippen, President and Chief Executive Officer,
resigned effective immediately, and he is no longer an officer or director of
Westaff as of May 3, 2000. W. Robert Stover, Chairman of Westaff's Board of
Directors, has assumed the position of interim President and Chief Executive
Officer until a replacement is hired.
The annual meeting of stockholders has been postponed to June 20, 2000.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
The following Exhibits are provided in accordance with the
provisions of Item 601 of Regulation S-K and are filed herewith unless
otherwise noted.
99.1 Press Release of Westaff, Inc. dated May 3, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WESTAFF, INC.
By: /s/ Paul A. Norberg
---------------------------
Paul A. Norberg
Executive Vice President
and Chief Financial Officer
May 3, 2000
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EXHIBIT INDEX
99.1 Press Release of Westaff, Inc. dated May 3, 2000.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Contact: Paul A. Norberg
Telephone: 925/930-5300
e-mail: [email protected]
WESTAFF REPORTS TERMINATION OF BUYOUT PROPOSAL
WALNUT CREEK, Calif., May 3, 2000 - Westaff, Inc. (NASDAQ: WSTF), a
leading provider of essential staffing services, today reported that the
recapitalization agreement signed on March 7, 2000 has been terminated by
mutual consent of all parties. In connection with the termination, Mike
Phippen, President and Chief Executive Officer, has resigned effective
immediately. W. R. Stover, Chairman, will assume the position of Interim
President and Chief Executive Officer until a replacement has been hired. The
annual meeting of stockholders has been postponed to June 20, 2000.
W.R. Stover stated that, "We are disappointed that the recapitalization
has been terminated; however, we are exploring various strategies for
improving operating performance and increasing stockholder value as a public
company." Stover added that, "The search for a new CEO will begin
immediately."
The Company also announced that it currently projects net earnings for
the quarter ended April 15, 2000 will be approximately $0.11 per share which
is $0.08 per share below analysts' estimates of $0.19 per share. Included,
as an expense during the quarter, is $638,000 of pre-tax costs relating to
the terminated recapitalization agreement. The Company estimates that it
will incur approximately $1,100,000 of additional pre-tax costs during the
third quarter of fiscal 2000 relating to the terminated recapitalization
agreement. Actual results for the second quarter will be announced on
Tuesday, May 23, 2000.
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Westaff provides essential staffing services to and employment
opportunities at competitive businesses in global markets. Westaff annually
employs approximately 270,000 people worldwide and services approximately
25,000 clients from more than 360 offices located throughout the U.S., United
Kingdom, Australia, New Zealand, Norway and Denmark, and achieved fiscal 1999
system revenues of $690 million. For more information, please visit our
website at WWW.WESTAFF.COM.
THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS REGARDING FUTURE
EVENTS AND FUTURE PERFORMANCE OF THE COMPANY THAT INVOLVE RISKS AND
UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY. WE REFER
YOU TO DOCUMENTS THAT THE COMPANY FILES FROM TIME TO TIME WITH THE SECURITIES
AND EXCHANGE COMMISSION, SUCH AS FORM 10-K, FORM 10-Q AND FORM 8-K REPORTS,
WHICH CONTAIN A DESCRIPTION OF CERTAIN FACTORS THAT COULD CAUSE ACTUAL
RESULTS TO DIFFER FROM CURRENT EXPECTATIONS AND THE FORWARD-LOOKING
STATEMENTS IN THIS PRESS RELEASE.
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