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 of earliest event reported): August 13, 1997
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Uniforce Services, Inc.
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(Exact Name of Registrant as Specified in Charter)
New York 0-11876 13-1996648
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
415 Crossways Park Drive, Woodbury, New York 11797
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (516) 437-3300
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N/A
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(Former Name or Former Address, if changed since Last Report)
ITEM 5. OTHER EVENTS.
On August 13, 1997, Uniforce Services, Inc., a New York corporation
(the "Registrant") entered into an Agreement and Plan of Merger (the Merger
Agreement") with COMFORCE corporation, a Delaware corporation ("COMFORCE") and
COMFORCE Columbus, Inc., a New York corporation (the "Subsidiary") and
wholly-owned subsidiary of COMFORCE. The Merger Agreement provides for COMFORCE,
through the Subsidiary, to acquire the Registrant.
Pursuant to the Merger Agreement, and subject to the terms and
conditions of the Merger Agreement, the Subsidiary is to make a tender offer
(the "Offer") to acquire all of the issued and outstanding shares of common
stock, par value $.01 per share, of the Registrant (the "Shares") for $28.00 per
share in cash plus that number of shares of common stock, par value $.01 per
share, of COMFORCE ("COMFORCE Common Stock") for each Share equal to a fraction,
the numerator of which is $4.00 and the denominator of which is the average
closing price of a share of COMFORCE Common Stock on the American Stock Exchange
for the three (3) trading days immediately preceding the date of the public
announcement of the Merger Agreement and for the three (3) trading days
immediately after the date of such public announcement (collectively, the "Per
Share Amount"). The public announcement of the Merger Agreement was made on
August 14, 1997.
The Merger Agreement provides that COMFORCE and the Subsidiary will
file a Registration Statement with the Securities and Exchange Commission for
purposes of registering the COMFORCE Common Stock pursuant to the Securities Act
of 1933, as amended, and that as soon as reasonably practicable after the
Registration Statement is declared effective, the Offer will commence.
The consummation of the Offer is contingent upon a number of
conditions, including the completion by COMFORCE of debt financing sufficient to
complete the purchase of the Shares and regulatory approvals. The Registrant
proposes to distribute a proxy statement to its shareholders for the approval at
a shareholders' meeting of the Merger Agreement and the transactions
contemplated thereby. In the event that the Subsidiary receives more than 90% of
the outstanding Shares as a result of the Offer, it is likely that such meeting
will be cancelled. The Merger Agreement provides that after the consummation of
the Offer, the Subsidiary will be merged with and into the Registrant, with the
Registrant being the surviving corporation and becoming a direct wholly-owned
subsidiary of COMFORCE (the "Merger"). Shareholders of the Registrant who do not
tender their Shares in the Offer will receive the Per Share Amount in the
Merger.
On August 13, 1997, John Fanning and Fanning Limited Partners, L.P., a
Georgia limited partnership (collectively, the
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"Stockholders"), who are the owners of in excess of 59% of the outstanding
Shares, entered into a Stockholders Agreement (the "Stockholders Agreement")
with COMFORCE and the Subsidiary. The Stockholders Agreement provides that the
Stockholders will tender, and not withdraw, not later than the fifth business
day after the commencement of the Offer, all of the Shares owned by them. In
addition, the Stockholders Agreement provides that the Stockholders will vote
their Shares in favor of the Merger and against any other business combination
or fundamental change transaction or any other action which could reasonably be
expected to impede, interfere with, delay, postpone or materially affect the
Offer or the Merger. The Stockholders also granted COMFORCE a proxy to vote
their Shares as outlined above. The obligations of the Stockholders pursuant to
the Stockholders Agreement generally terminate upon the termination of the
Merger Agreement pursuant to its terms.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) EXHIBITS:
2.1 Agreement and Plan of Merger, dated as of August 13,
1997, by and among COMFORCE Corporation, a Delaware
corporation, COMFORCE Columbus, Inc., a New York
corporation and Uniforce Services, Inc., a
New York corporation.
99.1 Stockholders Agreement, dated as of August 13, 1997,
by and among COMFORCE Corporation, a Delaware
corporation, COMFORCE Columbus, Inc., a New York
Corporation, John Fanning and Fanning Limited
Partners, L.P., a Georgia limited partnership.
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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.
UNIFORCE SERVICES, INC.
Dated: August 19, 1997 By: /s/ Harry V. Maccarrone
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Name: Harry V. Maccarrone
Title: Vice President - Finance
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EXHIBIT INDEX
Exhibit No.
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2.1 Agreement and Plan of Merger, dated as of
August 13, 1997, by and among COMFORCE
Corporation, a Delaware corporation,
COMFORCE Columbus, Inc., a New York
corporation and Uniforce Services, Inc., a
New York corporation.
99.1 Stockholders Agreement, dated as of August
13, 1997, by and among COMFORCE Corporation,
a Delaware corporation, COMFORCE Columbus,
Inc., a New York Corporation, John Fanning
and Fanning Limited Partners, L.P., a
Georgia limited partnership.
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