SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date earliest event reported) October 13, 1999
ACCUFACTS PRE-EMPLOYMENT SCREENING, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 001-14995 13-4056901
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
6 Greene Street, New York, New York 10013
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 966-0666
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(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets.
On October 13, 1999, Accufacts Pre-Employment Screening, Inc., a Delaware
corporation (the "Company"), acquired all of the operating assets of Maglio,
Inc., a pre-employment screening services company based in Longwood, Florida
("Maglio, Inc."), by merging (the "Merger") Maglio, Inc. with and into
Maglio-Accufacts Pre-Employment Screening, Inc., a Delaware corporation and
wholly-owned subsidiary of the Company ("Subsidiary"), pursuant to (i) a Plan
and Agreement of Merger, dated October 11, 1999, by and among the Company,
Subsidiary and Maglio, Inc. and (ii) a Supplemental Agreement, dated as of
October 11, 1999 (the "Supplemental Agreement"), by and among the Company,
Subsidiary, Maglio, Inc. and Richard J. Maglio. Mr. Maglio is the President and
founder of Maglio, Inc. and trustee of the sole stockholder of Maglio, Inc. The
Company issued an aggregate amount of 177,471 shares ("Closing Shares") of
common stock, par value $.01 per share (the "Common Stock"), consisting of (i)
174,971 shares of Common Stock in consideration for the Merger and (ii) 2,500
shares of Common Stock in consideration for Mr. Maglio entering into a
non-competition agreement with the Company as set forth in the Supplemental
Agreement. In connection with the Merger, the Company entered into a three-year
employment agreement, dated as of October 11, 1999, with Mr. Maglio whereby Mr.
Maglio will serve as the Company's Vice President of Operations to assist with
the transition and integration of Maglio, Inc. into the Company. Also in
connection with the Merger, the Company entered into a Shareholder Rights and
Registration Rights Agreement, dated as of October 11, 1999, with Mr. Maglio
under which, among other things, the Company granted certain piggy-back
registration rights with respect to the Closing Shares.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(a) Financial Statements of the Businesses Acquired.*
(b) Pro Forma Financial Information.*
(c) Exhibits.
2.1 Plan and Agreement of Merger of Maglio, Inc. and Maglio-Accufacts
Pre-Employment Screening, Inc., dated October 11, 1999, by and among
Accufacts Pre-Employment Screening, Inc., Maglio-Accufacts Pre-Employment
Screening, Inc. and Maglio, Inc.
2.2 Supplemental Agreement, dated as of October 11, 1999, by and among
Accufacts Pre-Employment Screening, Inc., Maglio-Accufacts Pre-Employment
Screening, Inc., Maglio, Inc. and Richard J. Maglio.
4.1 Shareholder Rights and Registration Rights Agreement, dated as of October
11, 1999, by and between Accufacts Pre-Employment Screening, Inc. and
Richard J. Maglio.
99.1 Press Release, dated October 14, 1999.
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* To be filed by amendment no later than 60 days from the date this initial
Current Report on Form 8-K is required to be filed.
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.
ACCUFACTS PRE-EMPLOYMENT SCREENING, INC.
Date: October 27, 1999 By: /s/ Philip Luizzo
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Name: Philip Luizzo
Title: President and Chief Executive
Officer (principal executive
officer)