SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) March 27, 2002
ON ASSIGNMENT, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 0-20540 | | 94-4023433 |
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| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer
Identification Number) |
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| 26651 West Agoura Road, Calabasas, California | | 91302 |
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| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (818) 878-7900
Not Applicable
(Former name or former address, if changed since last report.)
TABLE OF CONTENTS
Item 5. Other Events.
On March 27, 2002, On Assignment, Inc., a Delaware corporation (the “Company”) and it’s newly formed wholly-owned subsidiary, On Assignment Acquisition Corp. (the “Sub”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Health Personnel Options Corporation, an Ohio corporation (“HPO”), and certain shareholders named therein. The Merger Agreement contemplates the merger (the “Merger”) of HPO with and into the Sub. Pursuant to the Merger Agreement, all shares of the common stock of HPO will be converted into the right to receive an aggregate of $75 million in cash and 3,902,185 shares of the Company’s common stock.
The Merger is conditioned upon, among other things, approval of the stockholders of HPO and certain regulatory approvals.
A copy of the press release issued by the Company announcing the execution of the Merger Agreement is attached hereto as an exhibit and is incorporated herein by reference in its entirety.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
A. Financial Statements
None.
B. Pro Forma Financial Information
None.
C. Exhibits
99.1. Press Release of the Company issued on March 28, 2002.
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.
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| | ON ASSIGNMENT, INC. |
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| Date: April 10, 2002 | By: | /s/ Joseph Peterson, M.D. | |
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| | Name: Joseph Peterson, M.D.
Title: President and Chief Executive Officer |
Index of Exhibits
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| Exhibit No. | | Exhibit |
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| 99.1. | | Press Release of the Company issued on March 28, 2002. |
