SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A AMENDMENT NO. 1 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission file number 1-6081 COMFORCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 36-2262248 ------------------------------- ----------------- State or other jurisdiction I.R.S. Employer of incorporation or organization Identification No. 2001 Marcus Avenue, Lake Success, New York 11042 -------------------------------------- -------- Address of principal executive offices Zip Code Registrant's telephone number, including area code: (516) 352-3200 Not Applicable - -------------------------------------------------------------------------------- Former name, former address and former fiscal year, if changed since last report Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at April 30, 1996 ---------------------------- ------------------------------- Common stock, $.01 par value 9,615,365 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. 3.1 Designation of Rights and Preferences of Series D Preferred Stock. 3.2 Designation of Rights and Preferences of Series E Preferred Stock. 10.1 Stock Purchase Agreement dated May 13, 1996 among the Company, COMFORCE Technical Services, Inc., Project Staffing Support Team, Inc., Raphael Rashkin and Stanley Rashkin. 10.2 Asset Purchase Agreement dated May 13, 1996 among the Company, COMFORCE Technical Services, Inc., DataTech Technical Services, Inc., Raphael Rashkin and Stanley Rashkin. 10.3 Asset Purchase Agreement dated May 13, 1996 among the Company, COMFORCE Technical Services, Inc., RRA, Inc., Raphael Rashkin and Stanley Rashkin. 10.4 Letter Agreement dated May 6, 1996 amending Asset Purchase Agreement dated May 13, 1996 among the Company, COMFORCE Technical Services, Inc., RRA, Inc., Raphael Rashkin and Stanley Rashkin. 10.5 Letter Agreement dated April 19, 1996 among CTS Acquisition Co. I, COMFORCE Technical Services, Inc., Project Staffing Support Team, Inc. and RRA, Inc. 10.6 Purchase Agreement among COMFORCE Global, Williams and Bruce Anderson (filed as an exhibit to the Company's Current Report on Form 8-K dated March 13, 1996 and incorporated herein by reference). 10.7 Loan Agreement among COMFORCE Global and The Chase Manhattan Bank, N.A. (filed as an exhibit to the Company's Current Report on Form 8-K dated March 13, 1996 and incorporated herein by reference). 11.1 Computation of Earnings (Loss) Per Share and Equivalent Share of Common Stock. (b) Reports on Form 8-K. On January 11, 1996, the Company filed a Current Report on Form 8-K to report that the Company had entered into letters of intent to acquire RRA and Williams. On February 6, 1996, the Company filed an Amendment to Current Report on 8-K/A (amending its Current Report on Form 8-K filed October 31, 1995) to include the historical financial statements for, and the pro forma financial statements to reflect the acquisition of, COMFORCE Global, as required by the Commission's rules. On March 13, 1996, the Company filed a Current Report on Form 8-K to report the consummation of the Williams acquisition and the Company's obtaining certain revolving credit financing with The Chase Manhattan Bank, N.A. 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 thereunder duly authorized. COMFORCE CORPORATION By: /s/ Andrew Reiben ------------------------- Andrew Reiben, Chief Financial Officer Dated: May 16, 1996