1 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): SEPTEMBER 18, 1996 CORESTAFF, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 0-26970 76-0407849 - ---------------------------------- --------------------------- (Commission (IRS Employer I.D. Number) File Number) 4400 POST OAK PARKWAY, SUITE 1130 HOUSTON, TEXAS 77027-3413 - ------------------------------------------------- ------------------- (Address of principal executive offices) (Zip Code) (713) 961-3633 --------------------------------- (Registrant's telephone number, including area code) 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On September 18, 1996, pursuant to the terms of the Stock Purchase Agreement by and among COREStaff, Inc. ("COREStaff"), On-Line Resources, Inc. ("On-Line"), and Nalluru C. Murthy and Canan Gurman (the "On-Line Stockholders"), COREStaff purchased all of the issued and outstanding capital stock of On-Line for $17.6 million in cash, subject to certain post-closing adjustments, and the assumption of certain liabilities. The purchase price for On-Line was determined as a result of direct negotiations with the On-Line Stockholders. On-Line is headquartered in Orlando, Florida and provides information technology services in San Francisco, California; Portland, Oregon; Cedar Rapids, Iowa; Jackson, Mississippi; and Seattle, Washington. On-Line is now a wholly-owned subsidiary of COREStaff. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Business Acquired As of the date of filing this Current Report on Form 8-K, the financial statements required by this Item 7(a) are not available. In accordance with Item 7(a)(4) of the Form 8-K, such financial statements will be filed no later than December 2, 1996. (b) Pro Forma Financial Information As of the date of filing this Current Report on Form 8-K, the pro forma financial information required by this Item 7(b) is not available. In accordance with Item 7(b) of Form 8-K, such financial statements will be filed no later than December 2, 1996. (c) Exhibits 10.1 Stock Purchase Agreement dated September 10, 1996, among COREStaff, On-Line Resources, Inc., Nalluru C. Murthy and Canan Gurman. 3 SIGNATURES 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. CORESTAFF, INC. (Registrant) Dated: September 20, 1996 By: /s/ EDWARD L. PIERCE ---------------------------------------- Edward L. Pierce Chief Financial Officer, Senior Vice President and Assistant Secretary 4 INDEX TO EXHIBITS Exhibit No. Description - ----------- ----------- 10.1 Stock Purchase Agreement dated September 10, 1996, among COREStaff, On-Line Resources, Inc., Nalluru C. Murthy and Canan Gurman