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): August 13, 1997
COMFORCE Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-6081 36-2262248
(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) 328-7300
ITEM 5. OTHER EVENTS.
On August 13, 1997, COMFORCE Corporation, a Delaware corporation
("COMFORCE" or the "Registrant") executed an Agreement and Plan of Merger (the
"Merger Agreement") by and among the Registrant, COMFORCE Columbus, Inc., a New
York corporation and wholly-owned subsidiary of the Registrant (the
"Subsidiary") and Uniforce Services, Inc., a New York corporation ("Uniforce")
pursuant to which COMFORCE, through Subsidiary, intends to acquire Uniforce.
Pursuant to the Merger Agreement, COMFORCE will, subject to various conditions
some of which are described below, cause Subsidiary to commence a tender offer
(the "Offer") to acquire all of the outstanding shares of Common Stock, par
value $0.01 per share, of Uniforce ("Uniforce Common Stock") for $28 per share
in cash and $4 per share of Common Stock, par value $0.01 per share of COMFORCE
("COMFORCE Common Stock") valued at the average of the closing price of a share
of COMFORCE Common Stock for the three trading days immediately preceding and
three trading days immediately following the public announcement of the Offer
(collectively the "Per Share Amount"). The Merger Agreement also provides for
the merger of Subsidiary into Uniforce (the "Merger"), subject to various
conditions some of which are described below, pursuant to which all holders of
Uniforce Common Stock who have not tendered their stock to Subsidiary will
receive the Per Share Amount and Uniforce will become a wholly-owned subsidiary
of COMFORCE.
COMFORCE is preparing a Registration Statement on Form S-4 which it intends
to promptly file with the Securities and Exchange Commission (the "SEC") to
register the COMFORCE Common Stock. Pursuant to the Merger Agreement, the Offer
will be commenced as soon as reasonably practicable after the Registration
Statement is declared effective by the SEC.
Once the Offer is commenced, pursuant to the Merger Agreement, COMFORCE's
obligation to accept for payment and pay for shares of Uniforce Common Stock
pursuant to the Offer is subject to the condition that at least that number of
shares of Uniforce Common Stock that, when combined with the shares already
owned by Subsidiary, constitute at least 66.66% of the then outstanding shares
of Uniforce Common Stock shall have been validly tendered and not withdrawn
prior to the expiration of the Offer, and is subject to certain other conditions
set forth in the Merger Agreement. In addition, the Merger is subject to various
conditions set forth in the Merger Agreement, and may also be terminated by
either party in circumstances specified in the Merger Agreement.
Also on August 13, 1997, the Registrant signed a certain Stockholders
Agreement (the Stockholders Agreement") with each of John Fanning and the
Fanning Limited Partnership, L.P., a Georgia limited partnership, (collectively
the "Stockholders") who collectively hold in excess of 59% of the voting shares
of Uniforce Common Stock outstanding. Pursuant to the Stockholders Agreement,
among other things, the Stockholders agreed to tender (and not withdraw) their
shares of Uniforce Common Stock to Subsidiary pursuant to the Offer and to vote
their shares of Uniforce Common Stock in favor of the Merger and against any
other business combination or fundamental change transaction or any other action
which could reasonably be expected to impede, interfere with, delay, postpone,
or materially adversely affect the Offer or the Merger. The Stockholders also
granted COMFORCE a proxy to vote their shares of Uniforce Common Stock as
outlined above.
The obligations of the Stockholders pursuant to the Stockholders Agreement
generally terminate upon the termination of the Merger Agreement pursuant to its
terms.
Copies of each of the Merger Agreement and the Stockholders Agreement are
being filed herewith as exhibits. The summary of the terms thereof set forth
above is intended to be merely a summary and is not complete. Reference is made
to the actual agreements which speak for themselves.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of August 13, 1997, by and among
COMFORCE Corporation, COMFORCE Columbus, Inc. and Uniforce Services, Inc.
2.2 Stockholders Agreement, dated as of August 13, 1997, by and among COMFORCE
Corporation, COMFORCE Columbus, Inc., John Fanning and Fanning Limited
Partnership, L.P.
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
(Registrant)
By /s/ Andrew Reiben
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Andrew Reiben, Chief Accounting Officer
Dated: August 20, 1997