SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
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Date of Report (Date of Earliest Event Reported):
October 1, 1998
Modis Professional Services, Inc.
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(Exact name of registrant as specified in its charter)
Florida 0-24484 59-3116655
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(State of Incorporation) (Commission file number) (IRS Employer
Identification No.)
1 Independent Drive, Jacksonville, FL 32202
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(Address of principal executive office including zip code)
(904) 360-2000
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(Registrant's telephone number)
Item 2. Acquisition or Disposition of Assets
On October 1, 1998, Modis Professional Services, Inc., formerly AccuStaff
Incorporated (the "Company"), completed the sale of its commercial staffing
business for $850 million in cash to Randstad US, L.P., the U.S. operating
company of Randstad Holding nv, an international staffing company based in The
Netherlands.
The after-tax cash proceeds will be used to pay-off borrowings, for future
acquisitions and for other corporate purposes.
The foregoing description of the sale to Randstad U.S., L.P., is not
intended to be complete and is qualified in its entirety by reference to the
acquisition agreement among Randstad Holding nv, Randstad US, L.P., and the
Company, which is filed as Exhibit 2 hereto and is hereby incorporated by
reference herein.
Reference is made to the press release filed as Exhibit 99.1 hereto. The
information set forth in Exhibit 99.1 is hereby incorporated by reference
herein.
Item 5. Other Events
The Company changed its name to Modis Professional Services, Inc. on
October 1, 1998. In addition, on October 1, 1998, the Company changed its
trading symbol on the New York Stock Exchange from "ASI" to "MPS".
The Company also announced on October 1, 1998 that it will issue a Notice
of Redemption to the holders of the Company's 7% Convertible Senior Notes due
2002 (the "Notes"). The Company will redeem the Notes at a redemption price
equal to 104% of their principal amount (the "Redemption Price"). The Redemption
Price will become due and payable on November 1, 1998, and interest on the Notes
will cease to accrue on and after November 1, 1998. The Notes' November 1, 1998
interest payment will be made in the usual manner.
The Notes are convertible into shares of the Company's common stock. The
right to convert Notes called for Redemption will terminate at the close of
business on October 30, 1998. If the Conversion Privilege is exercised, the
holder of a Note will receive the number of shares of the Company's common stock
that results from dividing the principal amount of the Notes to be converted by
the current conversion price of $11.35 per share.
As of September 30, 1998, the Company had $86,250,000 in principal amount
of Notes outstanding. The Notes were originally issued by Career Horizons, Inc.,
before such Company was acquired and became a subsidiary of the Company.
Reference is made to the press release filed as Exhibit 99.2 hereto. The
information set forth in Exhibit 99.2 is hereby incorporated by reference
herein.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of businesses acquired.
Not applicable
(b) Pro Forma financial information.
Pro forma financial information will be filed by amendment to
this Form 8-K no later than October 16, 1998.
(c) Exhibits
(2) Acquisition Agreement dated as of August 27, 1998 among Randstad
Holding nv, Randstad US, L.P. and AccuStaff Incorporated and as amended as of
September 3, 1998 and September 11, 1998.
(99.1) Modis Professional Services, Inc. Press Release issued October 1,
1998.
(99.2) Modis Professional Services, Inc. Press Release issued October 1,
1998.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Modis
Professional Services, Inc. has duly caused this report to be signed on its
behalf by the undersigned, hereunto duly authorized.
Date: October 1, 1998
MODIS PROFESSIONAL SERVICES, INC.
By: /s/ Robert P. Crouch
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Name: Robert P. Crouch
Title: Vice President and Controller