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: September 22, 1997
WORKFORCE SYSTEMS CORP.
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(Exact name of registrant as specified in its charter)
FLORIDA 333-11169 65-0353816
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
7777 Glades Road, Suite 211
Boca Raton, Fl 33434
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(Address of executive offices and Zip Code)
Registrant's telephone number, including area code: 561-488-4802
1410 SW 8 Street
Pompano Beach, FL 33069
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(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 22, 1997 Workforce Systems Corp., a Florida corporation (the
"Company") acquired 100% of the issued and outstanding capital stock of LPS
Acquisition Corp. ("LPS") in exchange for an aggregate of 270,000 shares of the
Company's restricted common stock from LPS' shareholders in a private
transaction exempt from registration under the Securities Act of 1933, as
amended, pursuant to Section 4(2) thereof. LPS, doing business as Lantana Peat
and Soil, is a distributor of high quality custom soil mixes to wholesale
nurseries throughout South Florida. Annualized revenues are currently estimated
at $3 million.
The majority shareholder of LPS, owning approximately 85.2% of LPS, was
Darren Apel, a non-affiliate of the Company. Minority shareholders in LPS, each
owning approximately 7.4% of the issued and outstanding stock, were Barbara
Hausman, wife of Robert Hausman who is Chairman and President of the Company,
and Ronna Newman Rutstein, wife of C. Lawrence Rutstein, who is a director of
the Company. Both Messrs. Hausman and Rutstein disclaim any ownership interest
in LPS by virtue of their spouses' holdings.
The calculation of the consideration paid by the Company in the
acquisition of LPS was based upon a percentage of the significant revenue base
of LPS of approximately $3 million on an annualized basis. Pursuant to the terms
of the agreement for the acquisition of LPS, the sellers are required to deliver
to the Company a fairness opinion as to the amount of consideration tendered by
the Company in the share for share exchange. In the event such fairness opinion
does not support the exchange ratio, such exchange ratio shall be adjusted by
mutual agreement between the parties.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
The financial statements of LPS as required pursuant to the
requirements of this form shall be filed by amendment hereto within 60 days of
the filing of this form as permitted under the provisions hereof.
(b) Pro forma Financial Information.
Not applicable.
(c) Exhibits.
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No. Description
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2 Stock Purchase and Sale Agreement dated September , 1997
between Workforce Systems Corp., a Florida corporation, and
Darren Apel, Barbara Hausman and Ronna Newman Rutstein, as
shareholders of LPS Acquisition Corp.
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SIGNATURES
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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.
Date: September 22, 1997 By: /s/ Robert Hausman
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Robert Hausman,
President
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