1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 10, 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)
1
2
Item 2. Acquisition or Disposition of Assets
On November 10, 1997, StaffMark, Inc. (the "Company") completed the
purchase of substantially all of the assets of Structured Logic Company, Inc., a
Delaware corporation ("SLC"), and Structured Logic Systems, Inc., a New York
corporation affiliated with SLC (collectively such entities are referred to
herein as "SLC"), through the Company's wholly-owned subsidiary, StaffMark
Acquisition Corporation Sixteen, a Delaware corporation. SLC provides
information technology outsourcing services and is headquartered in the New York
City area.
The assets purchased primarily consist of cash, accounts receivable,
general corporate assets, trademarks, trade names, customer contracts and
certain liabilities of SLC related to the assets. The total consideration paid
for the assets was approximately $15.3 million, consisting of approximately
$11.4 million in cash and 122,782 shares of the Company's common stock, plus a
contingent earnout based upon the future performance of SLC. The purchase price
was determined as a result of direct negotiations with SLC.
Item 7. Financial Statements and Exhibits
(a) It is impracticable to provide the required financial
statements for the business acquired by the registrant. The
registrant will file the required financial statements for
such acquired business within 60 days of the date that this
Form 8-K is due.
(b) It is impracticable to provide the required pro forma
financial information for the business 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 exhibit is filed with this Form 8-K:
2.1 Asset Purchase Agreement, dated as of November 10, 1997, by
and among StaffMark, Inc., StaffMark Acquisition Corporation
Sixteen, Structured Logic Company, Inc. and Structured Logic
Systems, Inc./1/
/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 21, 1997
By: /s/ Terry C. Bellora
---------------------------
Terry C. Bellora
Chief Financial Officer
EXHIBIT INDEX
2.1 Asset Purchase Agreement, dated as of November 10, 1997, by and among
StaffMark, Inc., StaffMark Acquisition Corporation Sixteen, Structured
Logic Company, Inc. and Structured Logic Systems, Inc./1/
/1/ The Company will furnish supplementally a copy of any omitted schedule
to the Securities and Exchange Commission upon request.
3