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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 18, 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 18,
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 18, 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 18, 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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EXHIBIT 99.1
NEWS RELEASE
[PGA Letterhead]
FOR IMMEDIATE RELEASE Contact: Mr. Ken R. Bramlett, Jr.
Senior Vice President
(704) 442-5100
PERSONNEL GROUP OF AMERICA, INC.
ANNOUNCES TERMS OF $100 MILLION FINANCING
CHARLOTTE, NC (June 18, 1997) - Personnel Group of America, Inc. (NYSE:PGA)
today announced that it has successfully placed $100 million of convertible
subordinated notes in a private placement under Rule 144A. The offering
consists of convertible subordinated notes due 2004, with a coupon of 5.75%.
The notes will be convertible into the Company's common stock at an initial
conversion price of $35.625 per share. The offering is expected to close on
June 23, 1997.
The Company intends to use all of the net proceeds from the financing to repay
indebtedness outstanding under its bank credit facilities.
The notes are not registered under the Securities Act of 1933 or applicable
state securities laws, and may not be offered or sold in the U.S. absent
registration under such Act and applicable state securities laws or in reliance
on available exemptions from such 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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