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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): June 5, 1998
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 June 5, 1998, StaffMark, Inc. (the "Company") completed the purchase of
substantially all of the assets of Progressive Resources, Inc., a New York
corporation, Progressive Personnel Resources, Inc., a New York corporation,
Strategic Computer Resources, LLC, a New York limited liability company, and
Progressive Personnel Resources of New Jersey, Inc., a New Jersey corporation
(collectively the "Progressive Entities"), through two of the Company's
wholly-owned subsidiaries, StaffMark Acquisition Corporation Twenty-Four, a
Delaware corporation, and StaffMark Acquisition Corporation Twenty-Five, a
Delaware corporation. The Progressive Entities provide staffing services and
are headquartered in the New York City metropolitan area.
The assets purchased primarily consist of cash, accounts receivable,
general corporate assets, trademarks, trade names, customer contacts and
certain liabilities of the Progressive Entities related to the assets. The
total consideration paid for the assets was approximately $22.0 million,
consisting of approximately $14.3 million in cash and 211,496 shares of the
Company's common stock, plus a contingent earnout based upon the future
performance of the Progressive Entities. The purchase price was determined as a
result of direct negotiations with the Progressive Entities.
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 June 5, 1998, by and
among StaffMark, Inc., StaffMark Acquisition Corporation
Twenty-Four, StaffMark Acquisition Corporation Twenty-Five,
Progressive Resources, Inc., Progressive Personnel
Resources, Inc., Strategic Computer Resources, LLC and
Progressive Personnel Resources of New Jersey, Inc.
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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 by the undersigned hereunto
duly authorized.
STAFFMARK, INC.
(Registrant)
Date: June 19th, 1998 By: /s/ TERRY C. BELLORA
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Terry C. Bellora
Chief Financial Officer
EXHIBIT INDEX
[CAPTION]
Exhibit
No. Description
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2.1 Asset Purchase Agreement, dated as of June 5, 1998, by and
among StaffMark, Inc., StaffMark Acquisition Corporation
Twenty-Four, StaffMark Acquisition Corporation Twenty-Five,
Progressive Resources, Inc., Progressive Personnel
Resources, Inc., Strategic Computer Resources, LLC and
Progressive Personnel Resources of New Jersey, Inc.
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