EXHIBIT 99.1
FOR IMMEDIATE RELEASE: September 11, 2003
CONTACT: Kevin Hardy
Chief Financial Officer
SOS Staffing Services, Inc.
801-484-4400
SOS STAFFING SERVICES, INC. ANNOUNCES MERGER
SALT LAKE CITY, UTAH--SOS Staffing Services, Inc., (the "Company")
(NASDAQ/SmallCap: SOSSD), a Utah Corporation, announced today that it has
reached a definitive merger agreement (the "Agreement") with Hire Calling
Holding Company, (the "Buyer") an Oregon Corporation, providing for the merger
of the Company with a wholly owned subsidiary of the Buyer.
Under the terms of the Agreement, the Buyer will own 100 percent of the
Company's outstanding common stock. The Company's stockholders will receive
approximately $1.37 per common share to be paid in cash. The Company has
negotiated with its lenders whereby the Buyer will fund the Company's retirement
of all of its outstanding debt at a substantial discount. Additionally, the
Buyer will assume responsibility for collateralizing the Company's workers'
compensation program. The Company will continue to do business as SOS Staffing
Services and also continue to be based in Salt Lake City, Utah. Following the
merger the Company will be delisted from the Nasdaq SmallCap Market and will no
longer be publicly traded.
The Board of Directors of the Company, upon the recommendation of all of the
outside, independent directors, has unanimously approved the transaction and is
recommending that stockholders approve the merger.
JoAnn Wagner, Chairman of the Board and Chief Executive Officer of the Company,
said: "The merger provides significant additional resources for the Company to
continue to provide superior service to our customers, ensure the security of
our employees, and is in the best interest of our stakeholders. We look forward
to the growth opportunities and financial strength provided by the affiliation
with another well-known staffing company. "
Ms. Wagner also added that, "We look forward to our future as part of the Hire
Calling Holding Company group and access to new markets. Management of both
companies believe that the transaction offers the opportunity for continuity and
significant enhancement of the depth and breadth of each of our staffing
businesses."
The foregoing summary is a general description of certain pricing and related
terms contained in the definitive agreement for the proposed transaction, and is
qualified in its entirety by reference to the definitive agreement, a copy of
which will be filed by the Company with the United States Securities and
Exchange Commission (the "SEC"). The Company expects to file a proxy with the
SEC shortly and plans to distribute the proxy by the end of September. Investors
and security holders of the Company are urged to read the proxy and other
relevant materials when they become available because they will contain
important information about the proposed transaction. Investors and security
holders may obtain a copy of these materials (when they are publicly available)
and other documents filed with the SEC at the SEC's web site at www.sec.gov.
SOS Staffing Services, Inc. is a provider of commercial staffing and
employment-related services, operating through a network of approximately 75
offices in 13 states.
Hire Calling, Inc., an affiliate of Hire Calling Holding Company, was founded in
1974. From its beginnings in Medford, Oregon, Hire Calling has become one of the
largest, privately held staffing firms in the Pacific Northwest with branches in
Oregon, Washington, and Alaska. Hire Calling, Inc. is a full service staffing
solutions provider serving the Pacific Northwest business community for more
than 25 years.
IMPORTANT NOTE:
Statements in this press release that are not purely historical are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward- looking statements include, without
limitation, earnings projections. Each such statement encompasses the Company's
beliefs, expectations, hopes or intentions regarding future events. Words such
as "projects," "expects," "intends," "believes," "anticipates," "likely,"
"hopes" and other words of similar meaning also identify forward-looking
statements. All forward-looking statements included in this release are made as
of the date hereof and are based on information available to the Company as of
such date. The Company assumes no obligation to update any forward-looking
statement. Readers are cautioned that all forward-looking statements involve
risks, uncertainties and other factors that could cause the Company's actual
results to differ materially from those anticipated in such statements
including, without limitation, the Company's ability to attract and retain the
staff, temporary and other employees needed to implement the Company's business
plan and to meet customer needs, economic fluctuations, existing and emerging
competition, changes in demand for the Company's services, availability of
workers' compensation insurance, and the ability of the Company to obtain
adequate financing to fund operations. Risk factors, cautionary statements and
other conditions, including economic, competitive, governmental and technology
factors, that could cause actual results to differ from the Company's current
expectations are discussed in the Company's Annual Report on Form 10-K and other
reports filed with the Securities and Exchange Commission.
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