1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 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 or organization) 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 ----------------------------------------------------------------- Not Applicable ----------------------------------------------------------------- (Former name or former address, if changed since last report) 2 Item 2. Acquisition or Disposition of Assets On October 28, 1997, StaffMark, Inc. (the "Company") completed the purchase of all of the outstanding equity securities of RHS Associates, Inc., an Alabama corporation ("RHS"). RHS provides information technology outsourcing and consulting services and is headquartered in Birmingham, Alabama. The total consideration paid for the stock of RHS was approximately $14.5 million, consisting of approximately $10.9 million in cash and 105,327 shares of the Company's common stock, plus a contingent earnout based upon the future performance of RHS. The purchase price was determined as a result of direct negotiations with RHS and its stockholders. Item 7. Financial Statements and Exhibits (a) Exhibits. The following exhibit is filed with this Form 8-K: 2.1 Stock Purchase Agreement dated as of October 28, 1997, by and among StaffMark, Inc., The Estate of Russell H. Stanley and Allan J. Lebow. /1/ The Company will furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request. 2 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. STAFFMARK, INC. (Registrant) Date: November 11, 1997 By: /s/ Terry C. Bellora ------------------------------------ Terry C. Bellora Chief Financial Officer INDEX TO EXHIBIT EXHIBIT NUMBER DESCRIPTION - ------- ----------- 2.1 Stock Purchase Agreement dated as of October 28, 1997, by and among StaffMark, Inc., The Estate of Russell H. Stanley and Allan J. Lebow /1/ The Company will furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request. 3