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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): November 4, 1997
STAFFMARK, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-20971 71-0788538
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
302 East Millsap Road, Fayetteville, Arkansas 72703
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code (501) 973-6000
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
On November 4, 1997, StaffMark, Inc. (the "Company") completed the
purchase of substantially all of the assets of EMJAY Contracts, L.P., a Texas
corporation, through the Company's wholly-owned subsidiary StaffMark
Acquisition Corporation Thirteen, a Delaware corporation, and EMJAY Careers,
L.P., a Texas corporation, through the Company's wholly-owned subsidiary
StaffMark Acquisition Corporation Fourteen, a Delaware corporation. EMJAY
Contracts, L.P. and EMJAY Careers, L.P. (collectively referred to as "EMJAY")
are headquartered in Houston, Texas and maintain an office in Atlanta, Georgia.
EMJAY is a full-service information technology recruiting firm specializing in
contract and permanent placement services.
The assets purchased primarily consist of accounts receivable, general
corporate assets, trademarks, trade names, customer contracts and certain
liabilities of EMJAY related to the assets. The total consideration paid for
the assets was approximately $15.4 million, consisting of approximately $12.3
million in cash and 89,281 shares of the Company's common stock, plus a
contingent earnout based upon the future performance of EMJAY. The purchase
price was determined as a result of direct negotiations with EMJAY and its
stockholders.
Item 7. Financial Statements and Exhibits
(a) Exhibits. The following exhibit is filed with this Form 8-K:
2.1 Asset Purchase Agreement dated as of November 4,
1997, by and among StaffMark, Inc., StaffMark
Acquisition Corporation Thirteen, StaffMark
Acquisition Corporation Fourteen, EMJAY Contracts,
L.P. and EMJAY Careers L.P./1/
/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: November 17, 1997 By: /s/ Terry C. Bellora
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Terry C. Bellora
Chief Financial Officer
EXHIBIT INDEX
(a) Exhibits. The following exhibit is filed with this Form 8-K:
2.1 Asset Purchase Agreement dated as of November 4,
1997, by and among StaffMark, Inc., StaffMark
Acquisition Corporation Thirteen, StaffMark
Acquisition Corporation Fourteen, EMJAY Contracts,
L.P. and EMJAY Careers L.P./1/
/1/ The Company will furnish supplementally a copy of any
omitted schedule to the Securities and Exchange
Commission upon request.
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