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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 Act of 1934
Date of Report (Date of earliest event reported): . . . . . . . . March 18, 1997
STAFFMARK, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-20971 71-0788538
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
302 East Millsap Road
Fayetteville, Arkansas 72703
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: . . . . . . (501) 973-6000
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Item 2. Acquisition or Disposition of Assets
On March 18, 1997, StaffMark, Inc. (the "Company") completed the
purchase of substantially all of the assets of Flexible Personnel, Inc.
("Flexible"), H.R. America, Inc. ("HR America"), and Great Lakes Search
Associates, Inc. ("Great Lakes"), each an Indiana corporation (collectively,
the "Acquired Businesses"). Flexible and Great Lakes were acquired through the
Company's wholly-owned subsidiary, StaffMark Acquisition Corporation Two, a
Delaware corporation. HR America was acquired through the Company's wholly-
owned subsidiary, StaffMark Acquisition Corporation Three, a Delaware
corporation. Flexible provides temporary and direct placements in the light
industrial, clerical, professional, and technical industries. Great Lakes
provides contingency and retainer search services. HR America is a Professional
Employer Organization. The Acquired Businesses are headquartered in Fort
Wayne, Indiana.
The assets purchased primarily consist of cash, accounts receivable,
general corporate assets, trade marks, trade names, customer contracts and
related information, and employee agreements. In addition, the Company assumed
certain liabilities of the Acquired Businesses related to the assets. The
total consideration paid for the assets was $10 million, including $7.5 million
in cash and 183,824 shares of common stock of the Company, plus an additional
amount based upon 1997 earnings of the Acquired Businesses. The purchase price
for the Acquired Businesses was determined as a result of direct negotiations
with the Acquired Businesses, and the funds used in the acquisition were
proceeds from the Company's initial public offering of common stock.
Item 7. Financial Statements and Exhibits
(a) It is impracticable to provide the required financial statements
for the businesses acquired by the registrant. The registrant will file
the required financial statements for such acquired business within 60
days of the date this Form 8-K is due.
(b) It is impracticable to provide the required pro forma financial
information for the businesses acquired by the registrant. The
registrant will file the required pro forma financial information for
such acquired business within 60 days of the date this Form 8-K is due.
(c) Exhibits. The following exhibits are filed with this Form 8-K:
2.1 Asset Purchase Agreement, dated March 17, 1997, among
StaffMark, Inc., StaffMark Acquisition Corporation Two,
StaffMark Acquisition Corporation Three, and Flexible
Personnel, Inc, Great Lakes Search Associates, Inc., H.R.
America, Inc., Douglas H. Curtis, Jean A. Curtis and
Robert P. Curtis/1/
99.1 Press Release dated March 18, 1997.
/1/ The Company will furnish supplementally a copy of any omitted
schedule to the Securities and Exchange Commission upon request.
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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.
STAFFMARK, INC.
(Registrant)
Date: April 1, 1997 By: /s/ Terry C. Bellora
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Terry C. Bellora
Chief Financial Officer
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EXHIBIT INDEX
2.1 Asset Purchase Agreement, dated March 17, 1997, among StaffMark,
Inc., StaffMark Acquisition Corporation Two, StaffMark
Acquisition Corporation Three, and Flexible Personnel, Inc, Great
Lakes Search Associates, Inc., H.R. America, Inc., Douglas H.
Curtis, Jean A. Curtis and Robert P. Curtis/1/
99.1 Press Release dated March 18, 1997.
/1/ The Company will furnish supplementally a copy of any omitted
schedule to the Securities and Exchange Commission upon request.
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