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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): February 1, 1999
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 February 1, 1999, Business Resource Group, a California corporation
(the "Company"), pursuant to an Asset Purchase Agreement dated February 1, 1999
by and among the Company, RN Acquisition Corp., a California corporation (the
"Subsidiary"), Re'Nu Office Systems, Inc., a California corporation ("Re'Nu
Office Systems"), Re'Nu South, Inc., a California corporation and wholly owned
subsidiary of Re'Nu Office Systems ("Re'Nu South"), Re'Nu Office Systems, Inc.,
a Nevada Corporation and wholly owned subsidiary of Re'Nu Office Systems ("Re'Nu
Nevada" and, together with Re'Nu Office Systems and Re'Nu South, the "Seller"),
and Fred Cook (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 Re'Nu Office Systems.
Assets of Seller purchased by the Company in the Acquisition include all right,
title and interest to the marks "Re'Nu Office Systems" and "Re'Nu," 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 consisted of: (i) 100,000 shares of the Common Stock of
the Company; (ii) $2,000,000 in cash; and (iii) an earn out of up to the
aggregate amount of $2,000,000 to be paid over three years based upon annual
revenues of Subsidiary (collectively, the "Purchase Price"). 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.
Re'Nu Office Systems, Re'Nu South and Re'Nu Nevada are each primarily
engaged in the business of refurbished office furniture sales and space planning
services.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits.
2.1 Asset Purchase Agreement dated February 1, 1999, by and among
the Company, RN Acquisition Corp., a California corporation, Re'Nu Office
Systems, Inc., a California corporation ("Re'Nu Office Systems"), Re'Nu South,
Inc., a California corporation and wholly owned subsidiary of Re'Nu Office
Systems, Re'Nu Office Systems, Inc., a Nevada Corporation and wholly owned
subsidiary of Re'Nu Office Systems, and Fred Cook, the sole shareholder of Re'Nu
Office Systems.
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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: February 16, 1999 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