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EXHIBIT (a)(1)(E)
KFORCE.COM, INC.
OFFER TO PURCHASE FOR CASH
BY
kforce.com, Inc.
UP TO 10,000,000 SHARES OF ITS COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
AT A PURCHASE PRICE NOT GREATER THAN $5.50 NOR LESS THAN $4.75 PER SHARE
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN STANDARD
TIME, ON TUESDAY, DECEMBER 5, 2000, UNLESS THE OFFER IS EXTENDED. kforce MAY
EXTEND THE OFFER PERIOD AT ANY TIME.
November 6, 2000
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated November
6, 2000, and the related Letter of Transmittal in connection with the offer by
kforce.com, Inc., a Florida corporation, to purchase shares of its common stock,
$0.01 par value per share. kforce is offering to purchase up to 10,000,000
shares at a price not greater than $5.50 nor less than $4.75 per share, net to
the seller in cash, without interest, as specified by shareholders tendering
their shares.
Given the prices specified by tendering shareholders and the number of
shares tendered and not properly withdrawn, kforce will select the lowest
purchase price that will allow it to purchase 10,000,000 shares or, if a lesser
number of shares are properly tendered, all shares that are properly tendered
and not withdrawn. All shares acquired in the offer will be purchased at the
same purchase price.
kforce's offer is being made upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated November 6, 2000, and in the related
Letter of Transmittal which, as they may be amended or supplemented from time to
time, together constitute the offer. All shares tendered and purchased will
include the associated common stock purchase rights issued pursuant to the
Rights Agreement, dated as of October 28, 1998, as amended, between kforce and
State Street Bank and Trust Company, as Rights Agent, and, unless the context
otherwise requires, all references to shares include the associated common stock
purchase rights.
Only shares properly tendered at prices equal to or below the purchase
price and not properly withdrawn will be purchased. However, because of the "odd
lot" priority and proration tender provisions described in the Offer to
Purchase, all of the shares tendered at or below the purchase price may not be
purchased if more than the number of shares kforce seeks are properly tendered.
All shares tendered and not purchased, including shares tendered at prices in
excess of the purchase price that is determined by kforce and shares not
purchased because of proration provisions or conditional tenders, will be
returned as promptly as practicable following the expiration date of the offer.
kforce reserves the right, in its sole discretion, to purchase more than
10,000,000 shares pursuant to the offer, subject to applicable law.
As described in the Offer to Purchase, if more than 10,000,000 shares, or
any greater number of shares as kforce may elect to purchase, are properly
tendered at prices equal to or below the purchase price and not
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properly withdrawn before the expiration date, kforce will purchase tendered
shares on the basis described below:
- First, all shares tendered and not withdrawn before the expiration date
by any "odd lot holder" (as defined below) who:
(1) tenders all shares owned (beneficially or of record) by the odd lot
holder at a price equal to or below the purchase price (tenders of
less than all shares owned by the odd lot holder will not qualify for
this preference), and
(2) completes the section entitled "Odd Lots" on the Letter of
Transmittal and, if applicable, on the Notice of Guaranteed Delivery,
and
- Second, after the purchase of all the shares, shares properly tendered by
odd lot holders and subject to the conditional tender procedures
described in Section 6 of the Offer to Purchase, all other shares
properly tendered at prices equal to or below the purchase price and not
properly withdrawn before the expiration date, on a pro rata basis with
appropriate adjustments to avoid purchases of fractional shares.
A TENDER OF YOUR SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND
PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR
YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER YOUR SHARES HELD BY US
FOR YOUR ACCOUNT.
Accordingly, please use the attached "Instruction Form" to instruct us as
to whether you wish us to tender any or all of the shares we hold for your
account on the terms and subject to the conditions of the offer.
WE CALL YOUR ATTENTION TO THE FOLLOWING:
1. You may tender shares at prices not greater than $5.50 nor less
than $4.75 per share, as indicated in the attached Instruction Form net to
you in cash, without interest.
2. You should consult with your broker regarding the possibility of
designating the priority in which your shares will be purchased in the
event of proration.
3. The offer is not conditioned on any minimum number of shares being
tendered. The offer is, however, subject to certain other conditions
described in the Offer to Purchase.
4. The offer and withdrawal rights will expire at 12:00 midnight,
Eastern Standard Time, on Tuesday, December 5, 2000, unless kforce extends
the offer.
5. The offer is for 10,000,000 shares, constituting approximately
23.7% of the shares outstanding as of November 3, 2000.
6. kforce's Board of Directors has approved the making of the offer.
However, neither kforce nor kforce's Board of Directors nor the Dealer
Manager nor the Information Agent is making any recommendation as to
whether you should tender or refrain from tendering your shares or at what
purchase price you should choose to tender your shares. You must make the
decision whether to tender your shares and, if so, how many shares to
tender and the price or prices at which you will tender them.
7. Tendering shareholders who are registered shareholders or who
tender their shares directly to the Depositary will not be obligated to pay
any brokerage commissions or fees, solicitation fees, or, except as set
forth in the Offer to Purchase and the Letter of Transmittal, stock
transfer taxes on kforce's purchase of shares under the offer.
8. If you are an odd lot holder, meaning that you own beneficially or
of record an aggregate of fewer than 100 shares (not including shares held
in the kforce 401(k) Retirement Savings Plan), and you instruct us to
tender on your behalf all such shares at or below the purchase price before
the expiration date and check the box captioned "Odd Lots" in the attached
instruction form, kforce, upon the terms and subject to the conditions of
the offer, will accept all such shares for purchase before proration, if
any,
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of the purchase of other shares properly tendered at or below the purchase
price and not properly withdrawn.
9. If you wish to tender portions of your shares at different prices,
you must complete a separate Instruction Form for each price at which you
wish to tender each portion of your shares. We must submit separate Letters
of Transmittal on your behalf for each price you will accept for each
portion tendered.
10. If you wish to have us tender any or all of your shares, please
instruct us by completing, executing, detaching and returning the attached
Instruction Form. An envelope to return your Instruction Form to us is
enclosed. If you authorize us to tender your shares, all your shares will
be tendered unless otherwise indicated on the attached Instruction Form.
Please forward your Instruction Form to us as soon as possible to allow us
ample time to tender your shares on your behalf prior to the expiration of the
offer.
The offer is being made solely pursuant to the Offer to Purchase and the
related Letter of Transmittal and is being made to all record holders of shares
of common stock of kforce. The offer is not being made to, nor will tenders be
accepted from or on behalf of, holders of shares of common stock of kforce
residing in any jurisdiction in which the making of the offer or acceptance
thereof would not be in compliance with the securities laws of that
jurisdiction.
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INSTRUCTION FORM
INSTRUCTIONS FOR TENDER OF SHARES OF KFORCE.COM, INC.
By signing this instruction form you acknowledge receipt of our letter and
the enclosed Offer to Purchase, dated November 6, 2000, and the related Letter
of Transmittal in connection with the offer by kforce.com, Inc., a Florida
corporation, to purchase shares of its common stock, $0.01 par value per share.
kforce is offering to purchase up to 10,000,000 shares at a price not greater
than $5.50 nor less than $4.75 per share, net to the seller in cash, without
interest, as specified by shareholders tendering their shares. kforce's offer is
being made upon the terms and subject to the conditions set forth in the Offer
to Purchase and in the related Letter of Transmittal, which, as they may be
amended or supplemented from time to time, together constitute the offer. All
shares tendered and purchased will include the associated common stock purchase
rights issued pursuant to the Rights Agreement, dated as of October 28, 1998, as
amended, between kforce and State Street Bank and Trust Company, as Rights
Agent, and, unless the context otherwise requires, all references to shares
include the associated common stock purchase rights.
This will instruct us to tender to kforce, on your behalf, the number of
shares indicated below (or if no number is indicated below, all shares) which
are beneficially owned by you and registered in your name, upon the terms and
subject to the conditions of the offer.
Number of shares to be tendered: _ _ _ _ _ _ shares. (Unless otherwise
indicated, it will be assumed that all shares held by us for your account are to
be tendered.)
ODD LOTS
(SEE INSTRUCTION 8 TO THE LETTER OF TRANSMITTAL)
Complete this section only if you own, or are tendering on behalf of a person
who owns, beneficially or of record, an aggregate of fewer than 100 shares (not
including any shares held in the kforce 401(k) Retirement Savings Plan) and are
tendering all shares.
You either (check one box):
[ ] are the beneficial or record owner of an aggregate of fewer than 100 shares,
all of which are being tendered; or
[ ] are a broker, dealer, commercial bank, trust company, or other nominee that
(a) is tendering for the beneficial owner(s), shares with respect to which
it is the record holder, and (b) believes, based upon representations made
to it by the beneficial owner(s), that each such person is the beneficial
owner of an aggregate of fewer than 100 shares and is tendering all of the
shares.
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CONDITIONAL TENDER
(SEE INSTRUCTION 15 TO THE LETTER OF TRANSMITTAL)
You may condition your tender of shares on kforce purchasing a specified minimum
number of your tendered shares, all as described in section 6 of the Offer to
Purchase. Unless the minimum number of shares you indicate below is purchased by
kforce in the offer, none of the shares you tendered will be purchased. It is
your responsibility to calculate that minimum number of shares that must be
purchased if any are purchased, and you are urged to consult your own tax
advisor before completing this section. Unless this box has been checked and a
minimum number of shares specified, your tender will be deemed unconditional.
[ ] The minimum number of shares that must be purchased, if any are purchased,
is: ------------ shares.
If because of proration, the minimum number of shares that you designated above
will not be purchased, kforce may accept conditional tenders by random lot, if
necessary. However, to be eligible for purchase by random lot, you must have
tendered all your shares and checked this box:
[ ] The tendered shares represent all shares held by me.
PRICE AT WHICH YOU ARE TENDERING
(SEE INSTRUCTION 5 TO THE LETTER OF TRANSMITTAL)
You must check one box and only one box if you want to tender your shares. If
more than one box is checked or if no box is checked, your shares will not be
properly tendered.
SHARES TENDERED AT A PRICE DETERMINED BY YOU:
By checking one of the following boxes below instead of the box under "Shares
tendered at a price determined pursuant to the offer," you are tendering shares
at the price checked. This action could result in none of your shares being
purchased if the purchase price selected by kforce for the shares is less than
the price checked below. If you want to tender portions of your shares at more
than one price, you must complete a separate Instruction Form for each price at
which you tender shares. The same shares cannot be tendered at more than one
price.
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
[ ] $4.75 [ ] $5.125
[ ] $4.875 [ ] $5.25
[ ] $5.00 [ ] $5.375
[ ] $5.50
OR
SHARES TENDERED AT A PRICE DETERMINED PURSUANT TO THE OFFER:
[ ] By checking this one box instead of one of the price boxes above, you are
tending shares and are willing to accept the purchase price selected by
kforce in accordance with the terms of the offer. This action will maximize
the chance of having kforce purchase your shares (subject to the possibility
of proration). Note this action could result in your receiving a price per
share as low as $4.75.
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THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE OPTION AND RISK OF THE
TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.
Sign Here:
Signature(s):
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Print Name(s):
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Address(es):
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Area Code and Telephone Number:
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Taxpayer Identification or Social Security Number:
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Dated: , 2000
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