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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): DECEMBER 27, 1996
CORESTAFF, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-26970 76-0407849
(Commission File Number) (I.R.S. Employer Identification No.)
FIVE POST OAK PARK
4400 POST OAK PARKWAY, SUITE 1130
HOUSTON, TEXAS 77027-3413
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 961-3633
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 27, 1996, pursuant to the terms of an Asset Purchase
Agreement by and among COMSYS Technical Services, Inc. ("COMSYS"), a Maryland
corporation and subsidiary of COREStaff, Inc. ("COREStaff"), Telos Corporation
("Seller"), a California corporation, and Telos Corporation ("Shareholder"), a
Maryland corporation, COMSYS purchased substantially all of the assets of Telos
Consulting Services, a division of Seller ("Telos Consulting") for $31.8 million
in cash, subject to certain post-closing adjustments, and the assumption of
certain liabilities. The purchase price for Telos Consulting was determined as
a result of direct negotiations with the Seller and the Shareholder and was
funded with borrowings under COREStaff's revolving credit facility.
Telos Consulting provides software and network engineers and
information technology consultants to a variety of businesses. Headquartered
in Fullerton, California, Telos Consulting has 11 field offices located in the
Silicon Valley, California; Sacramento, California; Santa Clara, California;
Colorado Springs, Colorado; Orlando, Florida; Boise, Idaho; Waltham,
Massachusetts; Reno, Nevada; and Vienna, Virginia.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10.1 Asset Purchase Agreement dated as of December 13,
1996, among COMSYS Technical Services, Inc., a
Maryland corporation, Telos Corporation, a California
corporation, and Telos Corporation, a Maryland
corporation
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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: January 9, 1997 By: /s/ EDWARD L. PIERCE
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Edward L. Pierce
Chief Financial Officer,
Senior Vice President and
Assistant Secretary
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INDEX TO EXHIBITS
Exhibit No. Description
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10.1 Asset Purchase Agreement dated as of December 13, 1996,
among COMSYS Technical Services, Inc., a Maryland
corporation, Telos Corporation, a California
corporation, and Telos Corporation, a Maryland
corporation