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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) May 22, 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 May 22, 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 May 22, 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: May 22, 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: Mr. Ken R. Bramlett, Jr.
Senior Vice President
(704) 442-5100
PERSONNEL GROUP OF AMERICA, INC.
TO ACQUIRE VITAL COMPUTER SERVICES INTERNATIONAL, INC.
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COMPANY ALSO ANNOUNCES PLANS TO
OFFER SUBORDINATED NOTES
CHARLOTTE, NC (May 22, 1997) - Personnel Group of America, Inc. (NYSE:PGA), a
leading information technology and personnel staffing services company
headquartered in Charlotte, today announced that it has signed a definitive
agreement to acquire Vital Computer Services International, Inc., a leading New
York-based provider of information technology staffing and consulting services
to the banking and financial institutions, insurance, telecommunications and
pharmaceuticals industries. The acquisition is expected to close in early June
1997.
Founded in 1970, Vital has offices in New York City; Livingston, New
Jersey; Washington, D.C.; and Miami, Florida, generated revenues of
approximately $33.2 million in 1996 and currently has over 360 consultants on
assignment. Vital's service offerings include software and systems design,
development and integration, technical writing, help desk support and related
services. Vital also markets a Year 2000 solution to its customers under a
commission arrangement with Peritus Software, Inc.
"We are extremely pleased to announce the addition of Vital Computer
Services to our company, as the acquisition will mark our entry into the
information technology sector in the New York City metropolitan area and in
Washington, D.C. and Miami," said Edward P. Drudge, Jr., chairman and chief
executive officer of PGA. "With Vital, our Information Technology Division will
have strong operations in six key East Coast markets, and we would expect Vital
to provide a strong complement to our other IT operations in the Pacific
Northwest, Northern California and the Midwest. For example, we hope to begin
rolling Vital's Year 2000 service offerings out to our existing IT operations
immediately. Additionally, in the New York City metropolitan area, Vital will
allow us to diversify the services currently being provided by our existing New
York commercial staffing companies, Word Processing Professionals, Rosemary
Scott Temporaries and Temp Connection.
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PGA to Acquire Vital Computer Services
Page 2
May 22, 1997
"Charlie Campisi and Mike Lebowitz have directed the growth of Vital into
a very profitable organization with a leading market position in the New York
City area. Just as we have in the past, we will preserve Vital's brand name and
continue to build on the excellent reputation for quality service that Charlie
and Mike and their team have developed over the last 27 years in the industry."
In other news, PGA announced that it intends, subject to market and other
conditions, to raise up to $100 million pursuant to a private placement of
senior subordinated notes. 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 securities 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. With the Vital acquisition, PGA will broaden its
geographic coverage to 197 offices in 37 states and the District of Columbia.
Following the Vital acquisition, the Information Technology Division will be
comprised of nine companies; the Commercial Staffing Division will be comprised
of 13 companies; and the Health Care Services Division will continue to operate
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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