United States
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):
November 6, 1996 (October 18, 1996)
ENVIROMETRICS, INC.
Delaware 0-23892 57-0941152
(State or other (Commission File IRS Employer
jurisdiction of No.) ID No.)
incorporation)
9229 University Boulevard Charleston, SC 29406
(Address of principal executive offices)
(803) 553-9456
Registrant's telephone no., including area code
4055 Faber Place Drive, Suite 201, Charleston, SC 29405
(Former name or former address, if changed since last report)
Item 5. Other Events.
See the following press release, dated October 18, 1996, announcing certain
merger discussions currently taking place within the Company.
Public Relations Contact:
Ms. Sue Ivey
Phone: 803. 553.9456
ENVIROMETRICS, Inc.
ANNOUNCES MERGER DISCUSSIONS
Charleston, South Carolina
For Immediate Release Friday, October 18, 1996
Envirometrics, Inc. (NASDAQ:EVRM) today announced that a Letter of Intent
has been executed with Intellisource, Inc. to acquire 100% of the outstanding
stock of Employee Management Solutions, Inc. (EMS), a wholly owned subsidiary
of Intellisource, Inc., an OSG, Inc. Company. In a related transaction,
EVRM has entered into a letter of intent to acquire substantially all of the
assets and certain liabilities of Employee Resource Management, Inc. (ERM),
a South Carolina corporation. ERM is a Professional Employer Organization
(PEO)/Administrative Employer Group (AEG) that provides human resource
outsourcing to a variety of businesses across a broad base of industries.
EVRM is also expected to execute a multi-year contract with Intellisource to
provide support for its information systems, including financial, marketing,
sales and service support. Intellisource is a Safeguard Scientifics, Inc.
(NYSE:SFE) affiliated company that provides full outsourcing services from
advisory help to turnkey solutions, enabling customers to gain the benefits
of reengineering support tasks while freeing resources for core competitive
activities.
EVRM will create a comprehensive array of outsourcing support services that
includes employee benefits, environmental compliance services, safety and
health technical services, and the complete management and administration of
"back office" and human resource services. This transaction will allow EVRM
to capitalize on the rapidly growing outsourcing market and will create one
of the few publicly traded PEO/AEG's in the United States.
The transaction will be accomplished through an exchange of stock and is
subject to approval of the companies' Boards of Directors. Annual gross
revenues of the combined companies are estimated to be in excess of $40
million for 1996.
Envirometrics, Inc., headquartered in Charleston, South Carolina, is a
Delaware holding company and is the only publicly traded environmental
health and safety company in South Carolina. It recently announced the
initiation of The PointSource Program, a new strategic alliance program
designed exclusively for a selective group of environmental and occupational
health firms. The PointSource Program enables participants to share in the
equity growth of Envirometrics, Inc. by earning five year stock options.
These options are earned by the participant purchasing services and products
through the company's subsidiary operations. The PointSource Program will
be provided to the PEO/AEG clients after the acquisition is complete.
Employee Management Solutions, Inc. is a wholly owned subsidiary of
Intellisource, Inc., which is headquartered in Fairfield, Connecticut with
offices in Atlanta, Georgia, Houston, Texas, and Charleston, South Carolina.
Intellisource is a Safeguard Scientifics, Inc. company. Safeguard has
revenues of approximately $1.5 billion per year, is headquartered in Wayne,
Pennsylvania, and is a unique partnership of entrepreneurial companies
focused on improving business productivity.
Safeguard has previously brought emerging companies to market through rights
offerings to Safeguard shareholders. Past Safeguard rights offerings
include Novell, Inc., CompuCom Systems, Inc., Cambridge Technology Partners
(Massachusetts), Inc., Coherent Communications systems corporation, USDATA
Corporation and, most recently, Integrated Systems Consulting Group, Inc.
ERM Inc., a PEO/AEG with corporate headquarters located in Charleston, South
Carolina, has approximately 1800 employees under employment in twelve states.
ERM was established in 1990 with revenues of less than $300,000. In 1996
revenues are expected to be in excess of $30 million. ERM was 1994
Entrepreneur of the Year in South Carolina in the emergent growth category
and recognized by the United States Chamber of Commerce as a South Carolina
Blue Chip Enterprise for 1995. ERM is a member of both the National
Association of Professional Employer Organizations (NAPEO) and the National
Association of Alternative Staffing (NAAS).
ERM, as a PEO/AEG, is an organization that provides an integrated and cost
effective approach to the management of critical human resource
responsibilities and employer risks for its clients. ERM delivers these
services by establishing and maintaining an employer relationship with the
workers assigned to clients and by contractually assuming substantial
employer responsibilities and risks from clients. Because ERM has a large
number of employees, its economies of scale generally allow it to provide
most human resources at costs equal to or lower than it s customers' costs,
and with superior quality. Economies are especially pronounced for
customers with fewer than 200 employees.
Item 7 - Financial Statements and Exhibits
(a) Financial Statements
None.
(b) Exhibits
The following exhibits are filed as part of this Form 8-K:
1. Letter of Intent from Employee Resource Management, Inc. dated September
12, 1996
2. Letter of Intent from Intellisource, Inc. dated October 15, 1996
SIGNATURES
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 hereto duly authorized.
ENVIROMETRICS, INC.
(Registrant)
Dated: November 5, 1996
By: /s/Richard D. Bennett
Richard D. Bennett
President and CEO