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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) June 5, 1997
PERSONNEL GROUP OF AMERICA, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 001-13956 56-1930691
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
6302 Fairview Road, Suite 201
Charlotte, North Carolina 28210
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(Address of Principal Executive Offices)
(Zip Code)
(704) 442-5100
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former name or address, if changed from last report)
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Item 5. Other Events.
Personnel Group of America, Inc. issued a press release on June 5, 1997
(a copy of which is attached as Exhibit 99.1), the contents of which are
incorporated herein by reference.
Item 7. Exhibits.
The following exhibit is filed as part of this report.
Exhibit 99.1 -- Press release dated June 5, 1997
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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.
Date: June 5, 1997
PERSONNEL GROUP OF AMERICA, INC.
By: /s/ KEN R. BRAMLETT, JR.
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Ken R. Bramlett, Jr.
Senior Vice President and
General Counsel
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EXHIBIT 99.1
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NEWS RELEASE
[PGA Letterhead]
FOR IMMEDIATE RELEASE Contact: Ken R. Bramlett, Jr.
Senior Vice President
(704) 442-5100
PERSONNEL GROUP OF AMERICA, INC.
ANNOUNCES PLANS TO
OFFER CONVERTIBLE SUBORDINATED NOTES
IN LIEU OF SENIOR SUBORDINATED NOTES
CHARLOTTE, NC (June 5, 1997) - Personnel Group of America, Inc. (NYSE:PGA) today
announced that in response to recent changes in market conditions it intends to
raise $100 million (not including an overallotment option for up to an
additional $15 million) in a private placement of convertible subordinated notes
in lieu of a previously announced private placement of senior subordinated
notes. The convertible subordinated notes will be convertible into common stock
of the Company. The Company said that it will use the net proceeds to repay
existing indebtedness, including indebtedness outstanding under its bank credit
facilities. Amounts used to repay certain of such indebtedness may be reborrowed
to fund acquisitions and for other corporate purposes. No other terms were
disclosed. The convertible subordinated notes to be offered in the private
placement will not be registered under the Securities Act of 1933, as amended,
or applicable state securities laws, and may not be offered or sold absent
registration under the Securities Act and applicable state securities laws or
available exemptions from registration requirements.
Personnel Group of America, Inc. provides a full spectrum of information
technology staffing and consulting services, commercial staffing services and
health care staffing services. PGA operates through 197 offices in 37 states
and the District of Columbia. Its Information Technology Division is comprised
of nine companies; its Commercial Staffing Division is comprised of 13
companies; and its Health Care Services Division operates exclusively under the
Nursefinders brand.
Information contained in this press release, other than historical
information, may be considered forward-looking in nature and is subject to
various risks, uncertainties and assumptions. Should one or more of these risks
or uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated, estimated or
expected. Among the key factors that may have a direct bearing on the operating
results, performance or condition of the Company are fluctuations in the
economy, the degree and nature of competition, demand for the Company's
services, changes in laws and regulations affecting the Company's business, the
Company's ability to complete acquisitions and integrate the operations of
acquired businesses, to recruit and place temporary professionals, to expand
into new markets, and to maintain profit margins in the face of pricing
pressures and numerous other factors discussed in PGA's filings with the
Securities and Exchange Commission.
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