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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
AMENDMENT TO THE 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 26, 1997
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THE REGISTRY, INC.
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(Exact name of registrant as specified in charter)
MASSACHUSETTS 0-28192 04-2920563
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
189 Wells Avenue, Newton, MA 02159
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 527-6886
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This is page 1 of 5 pages.
Exhibit Index appears on page 5.
This Form 8-K/A, Amendment Number 1, amends and supplements the Form 8-K dated
November 26, 1997 filed by the Registrant on December 11, 1997. The sole purpose
of this filing is to include the consolidated statement of cash flows of The
Hunter Group, Inc. for the nine month period ending September 30, 1997, which
statement was omitted from the original filing on Form 8-K.
ITEM 2. ACQUISITION OF ASSETS
(a) On November 26, 1997, pursuant to an Agreement and Plan of Merger dated
November 15, 1997 (the "Merger Agreement") among the Registrant, The Hunter
Group, Inc., a Maryland corporation ("Hunter") and Gatherer Acquisition
Corp., a Delaware corporation and a wholly-owned subsidiary of the
Registrant ("Gatherer Acquisition"), the Registrant acquired Hunter through
the merger of Gatherer Acquisition with and into Hunter. Pursuant to the
Merger Agreement, each outstanding share of Hunter capital stock was
converted into the right to receive 9.9543 shares of the Registrant's
common stock. The Registrant also assumed outstanding Hunter stock options
("Hunter Stock Options") which were converted into options for the
Registrant's common stock on the same conversion ratio. Immediately prior
to the merger, there were 300,000 shares of Hunter Common Stock and 59,133
Hunter Stock Options outstanding. The amount and nature of the
consideration was determined by arms-length negotiation among the parties.
The foregoing description is qualified in its entirety by reference to
the Merger Agreement, a copy of which is incorporated by reference as
Exhibit 2.1 and incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Financial Statements of the Acquired Businesses
(a) The required financial statements for the three years ended December
31, 1996 with respect to the acquired business referred to in Item 2 of
this Report were previously filed. The required financial statements
for the nine month period ending September 30, 1997 with respect to the
acquired business referred to in Item 2 of this Report were also
previously filed, except for the consolidated statement of cash flows
included herewith.
(b) It is currently impracticable for the Registrant to provide the
required pro forma financial information with respect to the acquired
business referred to in Item 2. The Registrant will file the required
pro forma financial information by amendment as soon as such
information is available and in any event no later than 60 days from
the date hereof.
(c) Exhibits:
2.1 Agreement and Plan of Merger dated November 15, 1997 among The
Registry, Inc., The Hunter Group, Inc. and Gatherer Acquisition Corp.*
2.2 Agreement to furnish copies of omitted annexes, schedules and exhibits
to the Hunter Merger Agreement.*
23.1 Consent of Coopers & Lybrand L.L.P.*
* Previously filed as an identically numbered exhibit to the Registrant's
Current Report on Form 8-K, dated November 26, 1997 and filed with the
Securities and Exchange Commission on December 11, 1997.
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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.
THE REGISTRY, INC.
By: /s/ Richard L. Bugley
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Name: Richard L. Bugley
Title: Vice President and General Counsel
Date: December 12, 1997
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The Hunter Group, Inc.
Consolidated Statement of Cash Flows
For the Period January 1, 1997 -- September 30, 1997
UNAUDITED
TOTAL
$
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Cash flows from operating activities:
Net income (loss) (1,219)
Depreciation and amortization 185
Provision for doubtful accounts 578
Deferred income taxes (762)
Increase (decrease) in cash resulting
from changes in assets and liabilities:
Accounts receivable and revenues in excess of billings (7,143)
Other current assets (465)
Non-current assets (52)
Accounts payable and accrued expenses 7,464
Income tax payable (12)
Deferred income and billings in excess of revenues 291
Net cash used by operating activities (1,135)
Cash flows from investing activities:
Capital expenditures (414)
Net cash used by investing activities (414)
Cash flows from financing activities:
Proceeds from revolving credit facility, net 3,605
Payments on short-term financing (60)
Payments on capital lease obligations (109)
Cash overdrafts (1,301)
Net cash provided by financing activities 2,136
Effect of exchange rate changes on cash (27)
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Net increase (decrease) in cash 560
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Cash at 1/1/97 331
Cash at 9/30/97 891
Cash paid during the year for:
Interest 447
Income taxes 12
Non-cash:
Property and equipment acquired through capital leases 95
EXHIBIT INDEX
Exhibit No. Description of Exhibits Page
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2.1 Agreement and Plan of Merger dated November 15,
1997 (the "Merger Agreement") among The Registry,
Inc., The Hunter Group, Inc. and Gatherer Acquisition
Corp.*
2.2 Agreement to furnish copies of omitted annexes,
schedules and exhibits to the Merger Agreement.*
23.1 Consent of Coopers & Lybrand L.L.P.*
* Previously filed as an identically numbered exhibit to the Registrant's
Current Report on Form 8-K, dated November 26, 1997 and filed with the
Securities and Exchange Commission on December 11, 1997.
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