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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): January 30, 1998
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 140, Tampa, Florida 33606
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (813) 251-1700
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N/A
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(Former name or former address, if changed since last report)
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This document contains statements that constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
The words "believe", "estimate", "expect", "intend", "anticipate", and similar
expressions and variations thereof identify certain of such forward-looking
statements, which speak only as of the dates on which they were made. The
Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events, or otherwise. Readers are cautioned that any such forward-looking
statements are not guarantees of future performance and involve risks and
uncertainties, and that actual results may differ materially from those
indicated in the forward-looking statements as a result of various factors.
Readers are cautioned not to place undue reliance on these forward-looking
statements.
ITEM 5. OTHER EVENTS.
On January 30, 1998, James D. Swartz was elected President and Chief
Operating Officer of ROMAC International, Inc. (the "Company"). David L.
Dunkel remains Chairman and Chief Executive Officer.
On February 1, 1998, the Company and Source Services Corporation
("Source") entered into a definitive merger agreement providing for the merger
of Source into a wholly-owned subsidiary of the Company. The parties intend
that the transaction will be treated as a "pooling of interests" for accounting
purposes and will qualify as a tax-free reorganization. Under the terms of the
merger agreement, stockholders of Source will receive 1.1932 shares of ROMAC
common stock, par value $.01 per share for each of the approximately 14.1
million outstanding shares of Source common stock, subject to adjustment based
upon the Company's market price prior to closing and certain other conditions
(see Section 3.1(b) and Section 9.1(i) of Exhibit 2.1 to this Current Report).
Following completion of the merger, David L. Dunkel will be Chairman and Chief
Executive Officer of the combined Company. Les Ward, currently Chief Executive
Officer of Source, will join the board of directors of the Company and will
assist in the integration program and with special projects. Consummation of
the merger is subject to certain conditions, including effectiveness of a
registration statement to be filed by the Company with the Securities and
Exchange Commission, approval by the stockholders of each company, termination
of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, receipt of opinions from the parties' independent accountants
regarding the treatment of the merger as a "pooling of interests," and other
conditions. The merger is expected to be completed during the second quarter of
1998.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
2.1 Agreement and Plan of Merger, dated February 1, 1998, between ROMAC
International, Inc. and Source Services Corporation (without exhibits or
schedules).
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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.
Date: February 2, 1998 ROMAC INTERNATIONAL, INC.
(Registrant)
By: /s/ James D. Swartz
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James D. Swartz
President
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EXHIBIT INDEX
ROMAC INTERNATIONAL, INC.
Current Report on Form 8-K
Dated February 2, 1998
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger, dated February 1, 1998,
between ROMAC International, Inc. and Source Services
Corporation (without exhibits or schedules).