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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 (Date of earliest event reported): JUNE 4, 1996 (May 28, 1996)
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CO-COUNSEL, INC.
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(Exact name of registrant as specified in its charter)
Texas 1-12422 76-0248179
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Three Riverway, Suite 1140, Houston, Texas 77056
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (713) 961-5552
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Item 5. Other Events.
On May 28, 1996, Co-Counsel, Inc., a Texas corporation (the "Company"),
entered into an Agreement and Plan of Merger (the "Merger Agreement") with
Olsten Corporation, a Delaware corporation ("Olsten") and Lawyers Acquisition
Corp., a Texas corporation and wholly-owned subsidiary of Olsten ("Merger Sub").
Pursuant to the Merger Agreement, Merger Sub will be merged with and into the
Company (the "Merger"), and the Company will become a wholly-owned subsidiary of
Olsten.
Consummation of the Merger is subject to the satisfaction of certain
conditions, including approval of the Company's shareholders, registration under
the Securities Act of 1933 of the shares of Class B Common Stock of Olsten, par
value $.10 per share, to be issued in the Merger ("Class B Stock") and the
shares of Common Stock of Olsten, par value $.10 per share, issuable upon
conversion of the Class B Stock ("Olsten Common Stock"), listing of the shares
of the Olsten Common Stock with the New York Stock Exchange, and other customary
conditions to closing. It is expected that the consummation of the Merger will
occur as soon as practicable after the satisfaction of all conditions to the
consummation.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit
Number Identification of Exhibit
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99.1 Agreement and Plan of Merger dated May 28, 1996, by and among
Olsten Corporation, Lawyers Acquisition Corp. and Co-Counsel,
Inc.
99.2 Voting Agreements between Olsten Corporation and certain
shareholders of Co-Counsel, Inc.
99.3 Press Release.
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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.
CO-COUNSEL, INC.
Dated: June 4, 1996 By: /s/ JOSEPH G. McDevitt
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Joseph G. McDevitt
Vice President - Finance
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EXHIBIT INDEX
Exhibit
Number Description
99.1 Agreement and Plan of Merger dated
May 28, 1996, by and among Olsten
Corporation, Lawyers Acquisition Corp.
and Co-Counsel, Inc.
99.2 Voting Agreements between Olsten
Corporation and certain shareholders
of Co-Counsel, Inc.
99.3 Press Release.