No. 0051
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
The Securities Exchange Act of 1934
For the month of May 2003
Professional Staff plc
Buckland House
Waterside Drive
Langley Business Park
Slough SL3 6EZ
England
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
| Form 20-F | x | Form 40-F | o |
(Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
| Yes | o | No | x |
(If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
82- )
Enclosures:
Press Release: Professional Staff Notifies Shareholders of Mailing of Acquisition Documents
| SIGNATURE | ||||||||
| FOR: | Professional Staff plc | |||
| CONTACT: | Andrew Dixey CEO Professional Staff plc 44 1753 580 540 | |||
| INVESTOR RELATIONS: | Betsy Brod/Jonathan Schaffer Brod Group LLC (212) 750 5800 |
FOR IMMEDIATE RELEASE
PROFESSIONAL STAFF NOTIFIES SHAREHOLDERS OF MAILING OF ACQUISITION DOCUMENTS
—Fourth Quarter and Year-End Results to be Included in Documents—
LONDON, ENGLAND — May 6, 2003 — Professional Staff (Nasdaq: PSTF)today announced that the Company will mail the scheme of arrangement (the “Scheme”) documents to holders of Professional Staff shares and ADS in connection with the April 15, 2003, reported proposal for the acquisition of Professional Staff by Ohsea Holdings Limited. Included in the Scheme documents to be mailed from Wednesday, May 7, 2003, will be Professional Staff’s fourth quarter and year-end results. Consequently, the Company will not issue a separate press release or hold a conference call related to these results. On April 14, 2003, the Company announced preliminary results for the fourth quarter and expects financial results to be consistent with earlier expectations.
The Scheme documents (comprising a circular to shareholders explaining the Scheme and convening shareholders’ meetings to seek the necessary approvals and Schedule 13E-3, which has been filed with the SEC) will also be available to view on the Company website (http://www.professional-staff.com) on Thursday May 8, 2003.
Professional Staff is a specialty staffing services company based mainly in the United Kingdom, the United States and a number of European countries, including Germany and France, providing temporary and permanent placement services to the communications technology, science and interim management sectors. Professional Staff’s ordinary shares are traded in the form of American Depositary Shares on the Nasdaq National Market.
This press release includes certain “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Exchange Act of 1934, many of which are beyond our control and all of which are based on our current beliefs and expectations about future events. Forward-looking statements are typically identified by words such as “will”, “anticipate”, “estimate” and similar expressions and include, among others, statements regarding our strategy, operations, economic performance, financial condition, future results of operations and capital needs, estimates of additional payments to be made pursuant to certain acquisition agreements and the temporary staffing industry generally. Although we believe that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. Accordingly, because such statements involve uncertainties and risks, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause such differences include, but are not limited to: our ability to achieve and manage growth; risks associated with the acquisition of new businesses; the highly competitive nature of the temporary staffing industry; our ability to attract qualified technical professionals and retain key personnel; economic and business conditions in the UK, continental Europe and the United States; the success of our operating strategies; changes in government regulations; our ability to retain existing customers and to obtain new customers; fluctuations in exchange rates and demand for staffing services; and business risk management. We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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FORM 6-K No: 0051
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| PROFESSIONAL STAFF PLC | ||||
| Date: 7th May 2003 | By: | |||
| Name: Adèle Thorpe Title: Company Secretary | ||||
