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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): JANUARY 5, 1998
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) 548-3400
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 5, 1997, pursuant to terms of a Stock Purchase Agreement
by and among CORESTAFF, Inc., a Delaware corporation ("CORESTAFF"), Dynamic Data
Solutions, Inc., ("DDS") a Texas corporation, DDS Europe Limited ("DDS Europe"),
and Terry Younger Miller and Kevin T. Kennefick (each individually and
collectively, the "Sellers"), CORESTAFF purchased all of the outstanding capital
stock of DDS and DDS Europe for $30.4 million in cash, subject to certain
post-closing adjustments and the assumption of certain liabilities. The Sellers
are also entitled to additional consideration of up to $22.5 million based on
the increase in earnings before interest and taxes, as defined. The purchase
price was determined as a result of direct negotiations with the Sellers and was
funded with borrowings under CORESTAFF's revolving credit facility.
Minneapolis-based DDS, which was founded in 1987, provides education
and training services for SAP and other package software programs, as well as
change management and business transformation programs that are not
software-dependent.
On January 7, 1998, pursuant to terms of an Agreement and Plan of
Merger among CORESTAFF, Inc. ("CORESTAFF"), a Delaware corporation, CORESTAFF
Acquisition Sub #12, Inc., a Delaware corporation and wholly-owned subsidiary
of CORESTAFF, Sage I.T. Partners, Inc. ("Sage"), a California corporation, and
the Shareholders of Sage (the "Sellers"), CORESTAFF purchased all of the
outstanding capital stock of Sage for $10.3 million in cash, subject to certain
post-closing adjustments and the assumption of certain liabilities. The Sellers
are also entitled to additional consideration of up to $35 million based on
future earnings before interest and taxes, as defined. The purchase price was
determined as a result of direct negotiations with the Sellers and was funded
with borrowings under CORESTAFF's revolving credit facility. Sage, which
specializes in developing Internet-enabled solutions, is headquartered in San
Francisco, California and has an office in Denver, Colorado.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10.1 Stock Purchase Agreement dated as of December 12,
1997 by and among CORESTAFF, Inc., a Delaware
corporation, Dynamic Data Solutions, Inc., a Texas
corporation, and DDS Europe Limited
10.2 Agreement and Plan of Merger dated as of December 23,
1997, among CORESTAFF, Inc., a Delaware corporation,
CORESTAFF Acquisition Sub #12, Inc., a Delaware
corporation, and Sage IT Partners, Inc. a California
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 20, 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
10.1 Stock Purchase Agreement dated as of December 12,
1997 by and among CORESTAFF, Inc., a Delaware
corporation, Dynamic Data Solutions, Inc., a Texas
corporation, and DDS Europe Limited
10.2 Agreement and Plan of Merger dated as of December 23,
1997, among CORESTAFF, Inc., a Delaware corporation,
CORESTAFF Acquisition Sub #12, Inc., a Delaware
corporation, and Sage IT Partners, Inc. a California
corporation