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):
June 8, 1998
AccuStaff Incorporated
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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)
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Item 5. Other Events
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On June 8, 1998, AccuStaff Incorporated ("AccuStaff") announced that,
subject to certain conditions, it intends to separate into two publicly-held
companies. AccuStaff will retain its Information Technology division and its
Professional Services division and will contribute to a newly-formed subsidiary,
Strategix Solutions, Inc., a Delaware corporation ("Strategix"), its commercial
division which consists of all of AccuStaff's assets and subsidiaries that are
engaged in commercial services, teleservices, health care services and private
label services. On June 8, 1998, AccuStaff's subsidiary, Strategix, filed a
registration statement on Form S-1 for an initial public offering of certain of
the shares of Strategix's common stock (the "Offering"). After consummation of
the Offering, AccuStaff will own at least 80% of Strategix's outstanding shares
of common stock. AccuStaff intends to distribute to AccuStaff's stockholders in
1999, subject to certain conditions, all of AccuStaff's shares of Strategix in a
tax-free spin-off transaction (the "Spin-off").
It is anticipated that as part of the reorganization, Strategix will pay
on or prior to the Offering's closing date an amount to AccuStaff equal to $150
million in borrowings under a $300 million credit facility plus the net proceeds
of the Offering. Strategix has received a commitment from NationsBank, N.A. to
provide Strategix with a $300 million revolving credit facility. AccuStaff will
use the funds received to reduce its indebtedness.
AccuStaff's teleservices unit provides employees for customer care and
inbound and outbound telemarketing services to one customer, MATRIXX Marketing,
Inc. ("Matrixx"). Although this unit will be contributed to Strategix,
AccuStaff's management has received indications from Matrixx that Matrixx
intends to terminate its contract with AccuStaff's teleservices unit.
Completion of the Spin-off will be subject to the satisfaction, or waiver
by the Board of Directors of AccuStaff (the "Board"), in its sole discretion, of
the following conditions: (i) a Letter Ruling shall have been obtained that will
provide that, among other things, the Spin-off will qualify as a tax-free Spin-
off for federal income tax purposes, and will not result in recognition of any
income, gain or loss for federal income tax purposes to AccuStaff, or
AccuStaff's shareholders, and such ruling shall be in form and substance
satisfactory to AccuStaff; (ii) any material governmental approvals and third
party consents necessary to consummate the Spin-off shall have been obtained and
be in full force and effect; (iii) no order, injunction or decree issued by any
court or agency of competent jurisdiction or other legal restraint or
prohibition preventing the consummation of the Spin-off shall be in effect; and
(iv) no other events or developments shall have occurred subsequent to the
closing of the Offering that, in the judgment of the Board, would result in the
Spin-off having a material adverse effect on AccuStaff or on the stockholders of
AccuStaff.
AccuStaff intends to apply as soon as practicable for the Letter Ruling and
to take all necessary steps to complete the Spin-off in 1999. AccuStaff does not
plan to distribute its shares of stock of Strategix to AccuStaff's shareholders
without a satisfactory Letter Ruling. There is no assurance that AccuStaff will
receive a satisfactory Letter Ruling or that all other conditions to the
completion of the Spin-off will occur.
Reference is made to the press release filed as Exhibit 99 hereto. The
information set forth in Exhibit 99 is hereby incorporated by reference herein.
This report contains certain forward-looking statements which involve known
and unknown risks, uncertainties, or other factors not under the control of
AccuStaff which may cause the actual results, performance, or achievements of
AccuStaff or Strategix to be materially different from the results, performance,
or other expectations implied by these forward-looking statements. Such
forward-looking statements include, among other things, discussions of
AccuStaff's and Strategix's plans for the Offering and the Spin-off. Although
AccuStaff believes that the expectations reflected in the forward-looking
statements are reasonable, AccuStaff can give no
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assurance that such expectations will prove to be correct and there are risks
that the expectations will not be achieved. Some of these risk factors include,
but are not limited to, those disclosed in the Registration Statement filed with
the Securities and Exchange Commission by Strategix in connection with the
Offering. AccuStaff assumes no duty to update any forward-looking statements.
A registration statement relating to the offering of Strategix's common
stock has been filed with the Securities and Exchange Commission but has not yet
become effective. These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes effective. This
Form 8-K shall not constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of these securities in any State in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such State.
Item 7. Financial Statements and Exhibits
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(a) Not applicable
(b) Not applicable
(c) Exhibit 99 AccuStaff Incorporated Press Release issued June 8, 1998.
SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934,
AccuStaff has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
Date: June 8, 1998
ACCUSTAFF INCORPORATED
By: /s/ Derek E. Dewan
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Name: Derek E. Dewan
Title: Chairman and CEO
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