SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): June 26, 1996
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SOS STAFFING SERVICES, INC.
(Exact name of registrant as specified in its charter)
Utah 0 26094 87-0295503
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(State or other jurisdiction of (Commission File No.) (IRS Employer
incorporation) Identification No.)
1415 South Main Street
Salt Lake City, Utah 84115
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(Address of principal executive offices, including zip code)
(801) 484-4400
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(Registrant's telephone number, including area code)
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TABLE OF CONTENTS
Item 2. Acquisition or Disposition of Assets. . . . . . . . . . . . . . . 1
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits 1
a. Financial Statements and Pro Forma Financial Information 1
b. Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
<PAGE>
Item 2. Acquisition or Disposition of Assets.
Pursuant to an agreement entered into on June 26, 1996 to be effective as
of July 1, 1996, SOS Staffing Services,Inc. (the "Company") completed the
acquisition of substantially all of the assets of the business of The
Performance Group. The Performance Group includes The Performance
Professionals, Inc. and Abacus Consulting Group, Inc., Colorado corporations
engaged in providing both temporary and permanent employees in the information
technology field to businesses in the Denver, Colorado area and elsewhere.
The purchase price for the assets was $3.225 million in cash plus future
earnouts not to exceed an additional $1.775 million, based on profitability.
In connection with the purchase, the Company assumed a real property lease,
certain contracts and entered into employment and noncompetition agreements
with key employees. The purchase price for the assets and business acquired
was determined in arms' length negotiations conducted by principals of the
Company and representatives of The Performance Group. There was no material
relationship between the owners of The Performance Group and the Company or
any of its affiliates, any director or officer of the Company, or any
associate of any such director or officer.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
a. Financial Statements and Pro Forma Financial Information.
As of the date of this filing, it is impracticable for the Company
to provide the financial statements and pro forma financial information
specified in Item 7 of Form 8 K. The Company intends to file an amended Form
8-K which will include such financial statements and pro forma financial
information not later than August 26, 1996.
b. Exhibits.
99.1
Press Release dated June 27, 1996
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
SOS STAFFING SERVICES, INC.
/s/ Gary B. Crook
Gary B. Crook
Vice President, Chief Financial
Officer and Treasurer
Date: July 11, 1996
FOR IMMEDIATE RELEASE
CONTACT: Gary B. Crook
Chief Financial Officer
801-484-4400
SOS STAFFING SERVICES, INC. ANNOUNCES ITS INTENT TO ACQUIRE
THE P ERFORMANCE GROUP OF DENVER, COLORADO
Salt Lake City, Utah -- June 27, 1996 -- SOS Staffing Services, Inc.
(NASDAQ/NMS: SOSS) announced today it has signed a contract to acquire The
Performance Group. The Performance Group includes The Performance
Professionals, Inc., Abacus Consultants, Inc. and Abacus Consulting, Inc.,
all of Denver, Colorado. The Performance Group (the "Company") specializes
in the information technology segment of the staffing industry,
providing information technology consultants and permanent placement
services. The Company had 1995 revenues of approximately $3.0 million. Terms
of the transaction were not disclosed. The Performance Group will operate as
a separate information technology division. The Performance Group's
operations will be combined with SOS on July 1, 1996. The selling principals
have committed to remain at least one year and SOS intends to retain all of
the other employees.
Richard D. Reinhold, Chairman and Chief Executive Officer of SOS, commented,
"We are very excited about the possibilities that this transaction brings to
SOS. The Performance Group is our first significant acquisition in the
rapidly growing information technology divisions and The Performance Group
will substantially enhance our expertise in the segment. From this newly
added base we plan to continue to expand our information technology
exposure."
SOS Staffing Services, Inc. offers a full range of staffing services through
its network of offices located in the states of Arizona, Colorado, Idaho,
Nevada, New Mexico, Utah and Wyoming. The addition of The Performance Group
and the recently announced acquisition of Allyn Colorado Enterprises will
give SOS 67 offices effective July 1, 1996.
