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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 26, 1997
ROMAC INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Florida 0-26058 59-3264661
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
120 West Hyde Park Place, Suite 150, Tampa, Florida 33606
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (813)-251-1700
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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This Report on Form 8-K contains forward-looking statements within the
meaning of that term in Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. Additional written or oral
forward-looking statements may be made by the Company from time to time, in
filings with the Securities Exchange Commission or otherwise. Statements
contained herein that are not historical facts are forward-looking statements
made pursuant to the safe harbor provisions described above. Forward-looking
statements may include, but are not limited to, projections of revenues, income
or losses, capital expenditures, plans for future operations, the elimination
of losses under certain programs, financing needs or plans, compliance with
financial covenants in loan agreements, plans for sale of assets or businesses,
plans relating to products or services of the Company, assessments of
materiality, predictions of future events, and the effects of pending and
possible litigation, as well as assumptions relating to the foregoing. In
addition, when used in this discussion, the words "anticipates," "estimates,"
"expects" "interests," "plans" and variations thereof and similar expressions
are intended to identify forward-looking statements.
Forward-looking statements are inherently subject to risks and
uncertainties, some of which cannot be predicted or quantified based on current
expectations. Consequently, future events and actual results could differ
materially from those set forth in, contemplated by, or underlying the
forward-looking statements contained herein. Readers are cautioned not to place
undue reliance on any forward-looking statements contained herein, which speak
only as of the date hereof. The Company undertakes no obligation to publicly
release the result of any revisions to these forward-looking statements that
may be made to reflect events or circumstances after the date hereof or to
reflect the occurrence of unexpected events.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 26, 1997, Romac International, Inc. ("Romac") consummated
the purchase of substantially all of the assets of Sequent Associates, Inc.
("Sequent") pursuant to an Asset Purchase Agreement ("the Agreement").
Sequent, a California corporation, is a business engaged in providing contract
personnel specializing in information technology professionals. The purchase
price was approximately $20.3 million, and was determined through arms-length
negotiations by the parties. The purchase price is subject to adjustment upon
attainment of certain operating results. The purchase price is also subject to
certain indemnity obligations contained in the Agreement. The transaction was
financed with the proceeds of Romac's May 1996 common stock offering, which
have been invested in short-term government securities since the time of such
offering and Romac's Revolving Line of Credit Loan Agreement with NationsBank,
N.A.
The foregoing is subject to the actual provisions of the Agreement,
which is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. It is impracticable to
provide the financial statements relative to the acquired business described in
Item 2 at the time this report on Form 8-K is filed. The Registrant intends to
file the required financial statements as soon as practicable, but no later than
60 days from the date of this filing.
(b) PRO FORMA FINANCIAL INFORMATION. It is impracticable to provide the
pro forma financial information relative to the acquired business described in
Item 2 at the time this report on Form 8-K is filed. The Registrant intends to
file the required pro forma financial information as soon as practicable, but no
later than 60 days from the date of this filing.
(c) EXHIBITS.
Exhibit Number Description
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2.1 Asset Purchase Agreement between Romac International,
Inc. and the Sellers of Sequent Associates, 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 on its behalf by the
undersigned hereunto duly authorized.
ROMAC INTERNATIONAL, INC.
(Registrant)
By: /s/ Thomas M. Calcaterra
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Thomas M. Calcaterra,
Chief Financial Officer and
Secretary
Date: October 9, 1997