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):
September 4, 1996 (August 20, 1996)
COMFORCE Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation)
1-6081 36-2262248
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(Commission File Number) (I.R.S. Employer Identification No.)
2001 Marcus Avenue, Lake Success, NY 11042
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (516) 352-3200
Item 2. Acquisition or Disposition of Assets
On August 20, 1996, COMFORCE Corporation (the "Company"), through its
subsidiary, COMFORCE Information Technologies, Inc., purchased, pursuant to the
Stock Purchase Agreement entered into on such date with Steve Gunner and Paul
Baldwin, all of the stock of Force Five, Inc. ("Force Five") for a purchase
price of $1,500,000 and approximately 27,400 shares of the Company's Common
Stock (valued at $500,000 based on the average closing price on the American
Stock Exchange of the Company's Common Stock for the 20 trading days prior to
closing), plus contingent income payments payable over three years in an
aggregate amount not to exceed $2 million. The purchase of the Force Five stock
was determined by arm's length negotiations between the parties. The cash
portion of the purchase price was paid by the Company from working capital,
including funds drawn from the Company's bank line of credit.
Force Five is in the business of information technology consulting to
leading companies nationwide. Force Five will operate under the Company's
Information Technology platform.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of businesses acquired.
It is impracticable for the Company to file the financial
statements required for the acquisitions described in Item 2 of this Current
Report on Form 8-K concurrently with the filing of this Report. Such financial
statements will be filed with the Commission as soon as the same are available,
but in no event later than 60 days after the date hereof.
(b) Pro forma financial information.
It is impracticable for the Company to file pro forma
financial statements taking into account the acquisitions described in Item 2 of
this Current Report on Form 8-K concurrently with the filing of this Report.
Such pro forma financial statements will be filed with the Commission at the
time the financial statements for these acquisitions are filed.
(c) Exhibits
10.1 Stock Purchase Agreement dated August 19, 1996 among COMFORCE
Information Technologies, Inc., the Company, Steve Gunner and Paul
Baldwin, with Addendum thereto, and Amendment thereto dated August 20,
1996.
SIGNATURE
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.
COMFORCE Corporation
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(Registrant)
By /s/ Andrew Reiben
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Andrew Reiben, Chief Accounting Officer
Dated: September 4, 1996