1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 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): March 5, 2001
SPHERION CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-23198 36-3536544
--------------------------------- -------------------------------- ------------------------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number) Identification No.)
2050 Spectrum Boulevard
Fort Lauderdale, Florida 33309
----------------------------------------------------------------------
(Address, including zip code, of principal executive office)
(954) 938-7600
Registrant's telephone number, including area code
NOT APPLICABLE
(Former name, former address and fiscal year, if changed since last report)
2
ITEM 5. OTHER EVENTS.
On March 5, 2001, Spherion Corporation, a Delaware corporation (NYSE:
SFN) (the "Company"), reported the indicative price range of the offering and
sale by the Company (the "Offering") of 306,521,750 ordinary shares (the
"Ordinary Shares") of its wholly-owned subsidiary, Michael Page Group, plc,
("Michael Page"). The Company also announced that Michael Page has applied for
admission to the Official List of the United Kingdom Listing Authority so that
the Ordinary Shares may be traded on the London Stock Exchange.
The price range for the Offering has been set at 190p to 250p per share
(US$ 2.79 to US$ 3.68 per share). Based upon the Offering price at the mid-point
of the price range and 375 million shares issued, the total size of the Offering
will be (pound) 825 million (US$ 1.21 billion). References to US dollars are
based on the exchange rate as of the close of business of Friday, March 2, 2001.
The 306,521,750 Ordinary Shares that are owned by the Company and being offered
for sale represent 81.7% of Michael Page's total issued and outstanding share
capital. The Company has also granted the underwriters in the Offering an
over-allotment option to purchase from the Company an additional 45,978,250
Ordinary Shares, representing approximately 12.3% of Michael Page's total issued
share capital. The Company intends to allocate the remaining six percent of
Michael Page's total issued share capital to certain senior executives, of
Michael Page, subject to the terms of a restricted share plan.
This announcement does not constitute an offer to sell, or the
solicitation of an offer to buy, the Ordinary Shares in any jurisdiction in
which such offer or solicitation is unlawful. The Ordinary Shares of Michael
Page have not been and will not be registered under the US Securities Act of
1933, as amended (the "Securities Act"), and, subject to certain exceptions, may
not be offered or sold within the United States or to, or for the account or
benefit of, U.S. Persons (as defined in Regulation S under the Securities Act
("Regulation S")). The Ordinary Shares are being offered and sold outside the
United States to non-U.S. persons in reliance on Regulation S and within the
United States only to "qualified institutional buyers" ("QIBs") (as defined in
Rule 144A under the Securities Act ("Rule 144A")) in transactions exempt from
the registration requirements of the Securities Act.
The full text of the press release issued by the Company on March 5,
2001 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 7. EXHIBITS.
EXHIBIT NO. DOCUMENT
- ----------- --------
99.1 Press Release dated March 5, 2001.
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.
SPHERION CORPORATION
Date: March 5, 2001 By: /s/ Roy Krause
------------------------
Roy Krause
Chief Financial Officer
3
4
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
99.1 Press Release dated March 5, 2001
4