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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): May 22, 1998
BUSINESS RESOURCE GROUP
(Exact name of Registrant as specified in its charter)
0-26208
(Commission File Number)
CALIFORNIA 77-0150337
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation)
2150 North First Street, Suite 101
San Jose, CA 95131
(Address of principal executive offices, with zip code)
408-325-3200
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OF ASSETS
On May 22, 1998, Business Resource Group, a California corporation
(the "Company"), pursuant to an Asset Purchase Agreement dated May 22, 1998 by
and among the Company, BRG Acquisition Corp., a California corporation (the
"Subsidiary"), OFN, INC., a California corporation, d.b.a. Office Furniture
Networking (the "Seller"), and David & Rebecca Nagorski, Husband and Wife as
Joint Tenants (the "Shareholder"), purchased substantially all of the assets of
Seller (the "Acquisition"). The Subsidiary is a wholly-owned subsidiary of the
Company, and the Shareholder is the sole shareholder of the Seller. Assets of
Seller purchased by the Company in the Acquisition include all right, title and
interest to the marks "Office Furniture Networking" and "OFN, INC.," inventory
consisting of office furniture, cash, accounts receivable, office and warehouse
equipment, vehicles and goodwill (the "Assets"). The purchase price paid by the
Company for the Assets and other consideration received by the Company in the
Acquisition consisted of: (i) 100,000 shares of the Common Stock of the Company;
(ii) $2,093,000 in cash; and (iii) the Company's promissory note (the "Note") in
the aggregate principal amount of $1,069,204.78 (collectively, the "Purchase
Price"). The Note bears interest at the rate of 6% per annum, compounded
annually, and is due and payable in three annual installments of $400,000 each.
The Purchase Price was determined by arms-length negotiations among the parties.
The cash paid to Seller was obtained from a draw down on the Company's
$15,000,000 line of credit with Comerica Bank under the Company's Agreement with
Comerica Bank dated August 8, 1997.
OFN, INC. is primarily engaged in the business of office furniture
sales and space planning services.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
It is currently impracticable for the Registrant to provide
the financial statements of OFN, INC. required pursuant to Rule 3-05(b) of
Regulation S-X. In accordance with Item 7(a)(4) of the Instructions to Form 8-K,
the Registrant will file such financial statements as soon as they are
available, and in no event later than August 5, 1998.
(b) Pro Forma Financial Information.
It is currently impracticable for the Registrant to provide
the financial statements of OFN, INC. required pursuant to Article 11 of
Regulation S-X. In accordance with Items 7(a)(4) and 7(b)(2) of the Instructions
to Form 8-K, the Registrant will file such financial statements as soon as they
are available, and in no event later than August 5, 1998.
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(c) Exhibits.
2.1 Asset Purchase Agreement dated May 22, 1998 ,
among the Company, OFN, INC., BRG Acquisition Corp. and David & Rebecca
Nagorski, Husband and Wife as Joint Tenants.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
BUSINESS RESOURCE GROUP
Date: June 5, 1998 By: /s/ John Palmer
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John Palmer, Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit
No. Exhibit
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2.1 Asset Purchase Agreement