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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 1998
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From to
----- -----
Commission File Number 0-22645
LAMALIE ASSOCIATES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Florida 59-2776441
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(State of Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
200 Park Avenue
New York, New York
10166-0136
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(Address of Principal Executive Offices)
(212) 953-7900
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(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
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At September 30, 1998, the Registrant had outstanding 8,011,557 shares of
$.01 par value common stock.
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LAMALIE ASSOCIATES, INC.
INDEX
PART I. FINANCIAL INFORMATION Page
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Item 1. Financial Statements
Condensed Consolidated Statements of Income
for the three and six-month periods
ended August 31, 1998 and 1997 3
Condensed Consolidated Balance Sheets at
August 31, 1998 and February 28, 1998 4
Condensed Consolidated Statements of Cash Flows
for the six-month periods ended
August 31, 1998 and 1997 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 12
PART II. OTHER INFORMATION 13
SIGNATURES 15
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LAMALIE ASSOCIATES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
(unaudited)
Three Months Ended Six Months Ended
August 31, August 31,
-------------------------- -------------------------
1998 1997 1998 1997
-------- -------- -------- --------
Fee revenue, net $ 24,179 $ 16,773 $ 47,673 $ 30,498
Operating expenses:
Compensation and benefits 16,389 12,957 33,747 23,501
General and administrative 5,298 2,071 8,975 3,875
Goodwill amortization 194 -- 400 --
-------- -------- -------- --------
Total operating expenses 21,881 15,028 43,122 27,376
-------- -------- -------- --------
Operating income 2,298 1,745 4,551 3,122
Interest income (expense), net 306 37 188 (108)
-------- -------- -------- --------
Income before provision for income taxes 2,604 1,782 4,739 3,014
Provision for income taxes 1,432 766 2,370 1,296
-------- -------- -------- --------
Net income $ 1,172 $ 1,016 $ 2,369 $ 1,718
======== ======== ======== ========
Basic net income per common share $ .15 $ .22 $ .36 $ .45
======== ======== ======== ========
Weighted average common shares 7,716 4,552 6,671 3,797
======== ======== ======== ========
Diluted net income per common and
common equivalent share $ .15 $ .22 $ .35 $ .45
======== ======== ======== ========
Weighted average common and common
equivalent shares 7,889 4,657 6,906 3,850
======== ======== ======== ========
The accompanying notes are an integral part of these condensed
consolidated financial statements.
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LAMALIE ASSOCIATES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
(unaudited)
ASSETS August 31, February 28,
1998 1998
----------- ------------
Current assets:
Cash and cash equivalents $ 5,148 $ 23,780
Short-term investments 38,402 --
Accounts receivable, less allowance of $1,850 and $2,120, respectively 26,778 22,219
Prepaid expenses 2,355 1,420
Refundable income taxes -- 1,822
Deferred tax assets 1,043 486
--------- --------
Total current assets 73,726 49,727
--------- --------
Property and equipment, net of accumulated depreciation and amortization of $3,220
and $2,608, respectively 7,892 5,612
Non-current deferred tax assets 5,184 3,698
Goodwill, net of accumulated amortization of $417 and $17, respectively 22,902 24,790
Other assets 7,672 5,089
--------- --------
Total assets $ 117,376 $ 88,916
========= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 5,006 $ 6,807
Accrued compensation 11,001 20,573
Income taxes payable 1,794 --
Current maturities of long-term debt 3,994 3,070
Other current liabilities 681 8,976
--------- --------
Total current liabilities 22,476 39,426
--------- --------
Accrued rent 1,015 1,013
Deferred compensation 8,427 6,951
Long-term debt, less current maturities 5,861 6,055
--------- --------
Commitments and contingencies
Stockholders' equity:
Preferred stock; $0.01 par value; 3,000,000 shares authorized; no
shares issued and outstanding -- --
Common stock; $0.01 par value; 35,000,000 shares authorized;
8,011,557 and 5,576,446 shares issued and outstanding, respectively 80 56
Additional paid-in capital 74,631 32,873
Cumulative translation adjustment (25) --
Retained earnings 4,911 2,542
--------- --------
Total stockholders' equity 79,597 35,471
--------- --------
Total liabilities and stockholders' equity $ 117,376 $ 88,916
========= ========
The accompanying notes are an integral part of these condensed
consolidated financial statements.
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LAMALIE ASSOCIATES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Six Months
Ended August 31,
-----------------------------
1998 1997
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,369 $ 1,718
Adjustments to reconcile net income to net cash used in
operating activities:
Depreciation and amortization 612 404
Goodwill amortization 400 --
Amortization of deferred compensation 283 --
Changes in operating assets and liabilities (14,308) (2,601)
-------- --------
Net cash used in operating activities (10,644) (479)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments available for sale (38,271) --
Capital expenditures (2,892) (679)
Investment in life insurance (875) (1,366)
Acquisition of Ward Howell International, Inc. (8,384) --
-------- --------
Net cash used in investing activities (50,422) (2,045)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings 1,000 4,576
Repayments (40) (6,270)
Proceeds from public offering of common stock 41,411 24,980
Other issuances of common stock 88 --
-------- --------
Net cash provided by financing activities 42,459 23,286
-------- --------
NET (DECREASE) INCREASE IN CASH AND
CASH EQUIVALENTS (18,607) 20,762
CASH AND CASH EQUIVALENTS, at beginning of period 23,780 1,662
Foreign currency translation adjustment (25) --
-------- --------
CASH AND CASH EQUIVALENTS, at end of period $ 5,148 $ 22,424
======== ========
The accompanying notes are an integral part of these condensed
consolidated financial statements.
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LAMALIE ASSOCIATES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1. Condensed Consolidated Financial Statements
In the opinion of the Company, the accompanying unaudited condensed consolidated
financial statements reflect all adjustments (consisting only of normal
recurring adjustments) necessary to present fairly the financial position of the
Company as of August 31, 1998 and February 28, 1998, and the results of
operations for the three- and six-month periods ended August 31, 1998 and 1997
and cash flows for the six-month periods ended August 31, 1998 and 1997.
The condensed consolidated financial statements include the financial position
and results of operations of the Company and its wholly-owned subsidiaries. All
material intercompany profits, transactions and balances have been eliminated.
These condensed consolidated financial statements, including the condensed
consolidated balance sheet as of February 28, 1998, which has been derived from
audited financial statements, are presented in accordance with the requirements
of Form 10-Q and consequently may not include all disclosures normally required
by generally accepted accounting principles or those normally made in the
Company's Annual Report on Form 10-K. The accompanying condensed consolidated
financial statements and related notes should be read in conjunction with the
Company's Annual Report on Form 10-K/A as filed with the Securities and Exchange
Commission on June 12, 1998.
Note 2. Short-term Investments
As of August 31, 1998, short-term investments consists of investments in
commercial paper and investments in Federal Home Loan Bank discount notes. These
securities are classified as available-for-sale, and accounted for in accordance
with Statement of Financial Accounting Standards No. 115, "Accounting for
Certain Investments in Debt and Equity Securities." All securities mature within
fiscal 1999 with the latest maturity date being February 1, 1999. There have
been no sales or transfers of securities during the current year.
Note 3. Net Income Per Common and Common Equivalent Share
Basic net earnings per common share ("basic EPS") was determined by dividing the
net income by the weighted average number of shares of common stock outstanding
during the period. Diluted net earnings per common and common equivalent share
("diluted EPS") was determined by dividing the net income by the weighted
average number of shares of common stock outstanding and dilutive common
equivalent shares from stock options using the treasury stock method and from
convertible debt assuming conversion upon issuance. The following reconciles the
numerator and denominator of basic EPS to diluted EPS:
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Three Months Ended Three Months Ended
August 31, 1998 August 31, 1997
--------------------------------------------- --------------------------------------------
Income Shares Per-Share Income Shares Per-Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
BASIC EPS
Income available to common
stockholders $1,172 7,716 $ .15 $1,016 4,552 $ .22
EFFECT OF DILUTIVE
SECURITIES
Options -- 117 -- 105
Convertible promissory note 12 56 -- --
------ ----- ------ -----
DILUTED EPS
Income available to common
stockholders + assumed
conversions $1,184 7,889 $ .15 $1,016 4,657 $ .22
====== ===== ====== ====== ===== =====
Six Months Ended Six Months Ended
August 31, 1998 August 31, 1997
--------------------------------------------- --------------------------------------------
Income Shares Per-Share Income Shares Per-Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
BASIC EPS
Income available to common
stockholders $2,369 6,671 $ .36 $1,718 3,797 $ .45
EFFECT OF DILUTIVE
SECURITIES
Options -- 178 -- 53
Convertible promissory note 23 57 -- --
------ ----- ------ -----
DILUTED EPS
Income available to common
stockholders + assumed
conversions $2,392 6,906 $ .35 $1,718 3,850 $ .45
====== ===== ====== ====== ===== =====
All share and per share information in these condensed consolidated financial
statements has been adjusted to give effect to the 1,000 to one common stock
split and par value restatement which became effective June 3, 1997, in
connection with the reincorporation of the Company in Florida.
Note 4. Newly Issued Accounting Standards
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130 "Reporting Comprehensive Income" (SFAS
130). SFAS 130 requires that an enterprise (a) classify items of other
comprehensive income by their nature in the financial statements and (b) display
the accumulated balance of other comprehensive income separately from retained
earnings and additional paid-in-capital in the stockholders' equity section of
the consolidated balance sheets for annual financial statements. The Company
adopted SFAS 130 in fiscal 1999 and accordingly, comprehensive income is as
follows:
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Three Months Ended Six Months Ended
August 31, August 31,
-------------------------- --------------------------
1998 1997 1998 1997
------- ------- ------- -------
Net income $ 1,172 $ 1,016 $ 2,369 $ 1,718
Other comprehensive income (loss), net
of tax:
Translation adjustment (29) -- (25) --
------- ------- ------- -------
Comprehensive income $ 1,143 $ 1,016 $ 2,344 $ 1,718
======= ======= ======= =======
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
FISCAL 1999 COMPARED TO FISCAL 1998
Fee revenue. The Company's fee revenue increased 44.2% and 56.3% respectively,
to $24.2 million and $47.7 million for the three- and six-month periods ended
August 31, 1998, compared to $16.8 million and $30.5 million for the same
periods in fiscal 1998. As of August 31, 1998, the total number of consultants
employed was 125, an increase of 62 since August 31, 1997, including 35
consultants hired in connection with two acquisitions during the fourth quarter
of fiscal 1998, and 13 consultants hired in the London, England office which
opened in May 1998. The average fee revenue per consultant employed for a full
year decreased 14.1%, to $438,000 for the six-month period ended August 31,
1998, compared to $510,000 for the same period in fiscal 1998. Approximately
$38,000 per consultant was related to two multiple placement assignments during
the three-month period ended August 31, 1997, that generated much higher fees
than typical assignments and were non-recurring. This decrease also resulted
from consultants added through acquisitions of companies which had historically
lower consultant productivity. The average first-year cash compensation of
positions for which the Company conducted searches decreased 17.9% to $193,000
for the six-month period ended August 31, 1998, compared to $235,000 for the
same period in fiscal 1998, also attributable primarily to acquisitions.
Compensation and benefits. Compensation and benefits increased 26.5% and 43.6%,
respectively, to $16.4 million and $33.7 million for the three- and six-month
periods ended August 31, 1998, compared to $13.0 million and $23.5 million for
the same periods in fiscal 1998. As a percentage of fee revenue, compensation
and benefits decreased to 67.8% and 70.9%, respectively, for the three- and
six-month periods ended August 31, 1998, compared to 77.2% and 77.1%,
respectively, for the same periods in fiscal 1998. This decrease was due to
lower discretionary compensation accruals in the three-month period ended August
31, 1998, as well as
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a reversal during the current period of approximately $1.4 million of
discretionary compensation which was accrued in prior periods. Reversals of
discretionary compensation are not expected to recur in future quarters. In
addition, the Company revised its compensation plan for consultants which
reduced the accrual for the formula-based component of their compensation by
approximately $300,000. The Company also recorded a charge of approximately
$200,000 related to severance payments accrued in connection with certain
employee terminations.
General and administrative expenses. General and administrative expenses
increased approximately $3.2 million and $5.1 million, respectively, to $5.3
million and $9.0 million for the three- and six-month periods ended August 31,
1998, compared to $2.1 million and $3.9 million for the same periods in fiscal
1998. As a percentage of fee revenue, general and administrative expenses
increased to 21.9% and 18.8% for the three- and six-month periods ended August
31, 1998, compared to 12.4% and 12.7% for the same period in fiscal 1998. These
increases were primarily due to start-up costs associated with the London
office. The Company also incurred travel and meeting expenses related to
conferences designed to focus marketing efforts within practice group areas,
provide post-acquisition cultural integration, and train new consultants. These
expenses were higher than the Company has typically experienced due to the
significant number of new employees as a result of recent acquisitions and the
opening of the London office.
Goodwill amortization. Goodwill amortization was $194,000 and $400,000,
respectively, for the three- and six-month periods ended August 31, 1998,
compared to no amortization for the same periods in fiscal 1998. This change was
a result of goodwill acquired in connection with two acquisitions during the
fourth quarter of fiscal 1998.
Operating income. Operating income increased 31.7% and 45.8%, respectively, to
$2.3 million and $4.6 million for the three- and six-month periods ended August
31, 1998, compared to $1.7 million and $3.1 million for the same periods in
fiscal 1998. This change was primarily the result of an increase in fee revenue
and a decrease in compensation and benefits as a percentage of fee revenue which
were partially offset by an increase in general and administrative expenses as a
percentage of fee revenue.
Net interest income (expense). Net interest income increased $269,000 to
$306,000 for the three-month period ended August 31, 1998, compared to $37,000
for the same period in fiscal 1998. The Company received $188,000 of interest
income for the six-month period ended August 31, 1998, as compared to net
interest expense incurred of $108,000 for the same period in fiscal 1998. These
changes were a result of earnings associated with investment of the net proceeds
from the secondary public offering in June 1998.
Provision for income taxes. The effective income tax rate for the six-month
period ended August 31, 1998, of 50.0% varied from the statutory rates of 34%
and 31% for domestic and international operations, respectively. A significant
portion of the difference between the statutory rate and the effective rate is
due to the foreign subsidiary operating in a loss position since it began
operations in May 1998. The remainder of the difference is a result of state and
local income tax effects and the non-deductibility of certain expenses,
including goodwill amortization, premiums on key person life insurance policies,
and a portion of meals and entertainment.
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LIQUIDITY AND CAPITAL RESOURCES
On June 9, 1998, the Company completed a public offering covering 3.2 million
shares (including an over-allotment exercised) of its common stock,
approximately 2.3 million of which were offered by the Company, with the balance
being offered by certain stockholders of the Company. Net proceeds to the
Company from the offering were approximately $41.4 million. The Company expects
to use the net proceeds of the offering to pursue strategic domestic and
international acquisitions, to support continued enhancements to the Company's
technology-based infrastructure and for general corporate purposes.
The Company relies primarily upon cash flows from operations and available
borrowings under its credit facilities to finance its operations. During the
six-month period ended August 31, 1998, cash used in operations was
approximately $10.6 million. A significant portion of the Company's compensation
expense for fiscal 1998 was accrued and paid shortly after the end of the
Company's fiscal year. This resulted in significant cash outflows during the
Company's first quarter. In addition, the Company experienced significant cash
outflows during the second quarter of fiscal 1999 to provide the working capital
for the start-up of the London office. To provide additional liquidity, the
Company has obtained a line of credit from a bank to provide credit facilities
of approximately $25 million. Borrowings under these facilities will accrue
interest at various rates based on either a LIBOR index or the bank's prime
lending rate, as determined at the Company's option. Outstanding borrowings
under the Company's credit facilities at August 31, 1998 were $1,000,000.
Nothing was outstanding at August 31, 1997.
Capital expenditures totaled approximately $2.9 million for the six-month period
ended August 31, 1998. These expenditures consisted primarily of upgrades to
information systems, purchases of office furniture and equipment and leasehold
improvements with a significant portion related to the London office.
Additionally, investments in life insurance policies intended to fund the
Company's deferred compensation liabilities were approximately $875,000.
The Company believes that funds from operations, its expanded credit facilities,
and the net proceeds from the secondary offering will be sufficient to meet its
anticipated working capital, capital expenditure, and general corporate
requirements for the foreseeable future.
YEAR 2000 COMPLIANCE
The Company has completed its assessment of its internal systems and believes
that all internal systems are Year 2000 compliant. The Company is currently
assessing Year 2000 issues related to its third-party vendors' states of Year
2000 readiness and the potential impact, if any, of any lack of readiness on the
Company's operations. This analysis is expected to be complete by the end of
fiscal 1999. Based on its preliminary assessment, the Company does not expect to
be materially affected by any non-compliant third-party vendors. Nevertheless,
the Company intends to identify alternate vendors during its assessment. The
Company believes that costs associated with Year 2000 compliance will not have a
material impact on the Company's financial statements.
FORWARD-LOOKING STATEMENTS
This Management's Discussion and Analysis of Financial Condition and Results of
Operations and other sections of this Quarterly Report on Form 10-Q contain
forward-looking statements that are based on the current beliefs and
expectations of the Company's management, as well as assumptions made by, and
information currently available to, the Company's management. Such statements
include those regarding general economic and executive search industry trends
and the Company's ability to successfully execute its international acquisition
and growth strategies.
Because such statements involve risks and uncertainties, actual actions and
strategies and the timing and expected results thereof may differ materially
from those expressed or implied by such forward-looking statements, and the
Company's future results, performance, or achievements could differ materially
from those expressed in, or implied by, any such forward-looking statements.
Future events and actual results could differ materially from those set forth in
or underlying the forward-looking statements.
Forward-looking statements are inherently subject to risks and uncertainties,
some of which cannot be predicted. These potential risks and uncertainties
include dependence on attracting and retaining qualified executive search
consultants, portability of client relationships, restrictions imposed by
blocking arrangements, competition, implementation of acquisition strategy,
reliance on information processing systems, and employment liability risk. In
addition to the factors noted above, other risks, uncertainties, assumptions,
and factors that could affect the Company's financial results are described in
the Company's Annual Report on Form 10-K/A filed with the Securities and
Exchange Commission on June 12, 1998.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company held its 1998 Annual Meeting of Stockholders on September 29, 1998.
The record date for determining the stockholders entitled to notice of and to
vote at the Annual Meeting was August 5, 1998. At the close of business on such
date, there were 8,009,706 shares of Common Stock outstanding, of which
5,864,047 shares were represented at the meeting in person or by proxy. Proxies
for the meeting were solicited by the Company's Board of Directors in accordance
with applicable securities laws and regulations, and there was no solicitation
in opposition to the Board's nominees for directors or the Board's
recommendation on any proposal as listed in the proxy statement.
At the Annual Meeting, the stockholders elected three directors, each to serve
for a three year term. The three nominees for such positions, all of whom were
elected as directors at the meeting, the number of votes cast for the election
of each such nominee and the number of shares as to which authority to vote for
such nominee was withheld, were: (1) Joe D. Goodwin - 4,976,757 votes for,
authority withheld for 887,290 shares; (2) John C. Pope - 5,725,721 votes for,
authority withheld for 138,326 shares and (3) Neal L. Maslan - 5,368,436 votes
for, authority withheld for 495,611 shares. There were no votes abstaining and
no broker non-votes in the election of directors, and there was no provision for
voting "against" any nominee. Robert L. Pearson, Roderick C. Gow, John S.
Rothschild, John F. Johnson, Ray J. Groves and Richard W. Pogue also continue to
serve as directors.
At the Annual Meeting, the stockholders also adopted a proposal to approve the
Company's 1998 Omnibus Stock and Incentive Plan (the "1998 Employee Stock
Plan"). Of the shares present at the Annual Meeting, 2,910,494 shares voted for
such proposal, 2,093,369 shares voted against such proposal, 13,857 shares
abstained from voting on such proposal and there were 846,327 broker non-votes
as to such proposal.
At the Annual Meeting, the stockholders also adopted a proposal to approve an
increase in the number of shares covered by the 1998 Employee Stock Plan from
1,000,000 shares to 1,500,000 shares. Of the shares present at the Annual
Meeting, 3,030,404 shares voted for such proposal, 1,973,259 shares voted
against such proposal, 14,057 shares abstained from voting on such proposal and
there were 846,327 broker non-votes as to such proposal.
At the Annual Meeting, the stockholders also adopted a proposal to ratify the
appointment of Arthur Andersen LLP as the Company's firm of independent
certified public accountants for the fiscal year ending February 28, 1999. Of
the shares present at the Annual Meeting, 5,833,819 shares voted for such
proposal, 26,871 shares voted against such proposal, 3,357 shares abstained from
voting on such proposal and there were no broker non-votes as to such proposal.
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ITEM 5. OTHER INFORMATION
On October 9, 1998, the Company announced that the Compensation and Management
Development Committee of the Board of Directors (the "Compensation Committee")
had approved a stock option repricing program. Under the program, employees will
have the opportunity to exchange some of their outstanding options for a smaller
number of newly issued options with an initial exercise price of $8.00-$10.00
per share. The program was effective as of October 8, 1998. The Company's stock
closed at $6.75 on October 8, 1998.
In the announcement, it was noted that the then recent downturn in the stock
market and decline in the Company's stock price had adversely impacted stock
options as effective employee incentives. After carefully studying the issue,
the Compensation Committee concluded that a repricing program was necessary to
provide appropriate equity-based incentives to retain and motivate search
consultants and other key employees, and to improve the overall performance of
the Company. For these reasons, the Compensation Committee found the repricing
program to be in the best interests of all stockholders. The Compensation
Committee received information regarding the economic value of options and other
advice from a nationally prominent consulting firm.
The program generally provides that for employees, other than executive
officers, outstanding options with an exercise price of $12.00 per share may be
exchanged for new options with an exercise price of $8.00 per share, on the
basis of 100 outstanding options surrendered for 80 new options; and outstanding
options with an exercise price higher than $12.00 per share may be exchanged for
new options with an exercise price of $8.00 per share, on the basis of 100
outstanding options surrendered for 60 new options. The new options will
generally vest over four years, at the rate of 25% per year.
The program provides less favorable terms for options granted to executive
officers. Outstanding options held by executive officers with an exercise price
of $12.00 per share or higher may be exchanged for new options with an exercise
price of $10.00 per share, on the basis of 100 outstanding options surrendered
for 70 new options. Most of these new options will vest 100% only after a
three-year waiting period. Most of the Company's executive officers are also
search consultants for the Firm.
The program, which is voluntary, potentially covers up to approximately 1.5
million options, or approximately 84% of all options currently outstanding, and
covers options with initial exercise prices ranging between $12.00 and $21.50
per share. Options granted with exercise prices lower than $12.00 per share are
not eligible to participate in the program. The Company's Compensation Committee
consists of three independent directors. Options issued to members of the
Compensation Committee are not affected by the program.
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PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
a. Exhibits
Exhibit
Number Description
------- -----------
2.1 (4) --Agreement and Plan of Merger dated February 27, 1998, by and among Lamalie
Associates, Inc., LAI Mergersub, Inc. and Ward Howell International, Inc.
2.2 (4) --Asset Purchase Agreement dated December 29, 1997, by and among Lamalie
Associates, Inc., Chartwell Partners International, Inc. and David DeWilde
3.1 (1) --Articles of Incorporation of the Registrant as now in effect
3.2 --Bylaws of the Registrant as now in effect
4 (1) --Form of Common Stock Certificate
10.1 (3) --Definitive 1997 Omnibus Stock and Incentive Plan
10.2 --Non-Employee Directors' Stock Option Plan
10.3 --Profit Sharing and Savings Plan
10.4 (1) --1997 Employee Stock Purchase Plan
10.5 (1) --Form of Agreement for Deferred Compensation Plan
10.6 (1) --Managing Partners' Compensation Plan
10.7 (1) --Partners' Compensation Plan
10.8 (1) --Employment Agreement for Mr. Gow
10.9 --1998 Omnibus Stock and Incentive Plan
10.10 (1) --Employment Agreement for Mr. Rothschild +
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Exhibit
Number Description
------- -----------
10.11 (2) --Form of Indemnification Agreement entered into with Messrs. Philip R.
Albright, Michael Brenner, Arthur J. Davidson, Mark P. Elliott, David W.
Gallagher, Joe D. Goodwin, Roderick C. Gow, Ray J. Groves, Harold E. Johnson,
John F. Johnson, Robert L. Pearson, Richard W. Pogue, John C. Pope, John S.
Rothschild, Thomas M. Watkins III, Jack P. Wissman
10.12 (1) --Directors' Deferral Plan
10.13 (3) --Employment Agreement with Robert L. Pearson dated October 8, 1997
10.14 (4) --Form of Employment Agreement for Former Ward Howell International, Inc. Shareholders
10.15 --Employment Agreement with Patrick J. McDonnell dated September 15, 1998
27 --Financial Data Schedule (for SEC use only)
(1) Incorporated by reference to the correspondingly numbered exhibit to the
Registrant's Registration Statement on Form S-1 (File No. 333-26027),
originally filed April 29, 1997, as amended and as effective July 1, 1997.
(2) Incorporated by reference to the correspondingly numbered exhibit to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended May 31,
1997, filed on August 8, 1997.
(3) Incorporated by reference to the correspondingly numbered exhibit to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended November
30, 1997, filed on January 13, 1998.
(4) Incorporated by reference to the correspondingly numbered exhibit to the
Registrant's current Report on Form 8-K filed March 13, 1998.
(5) Incorporated by reference to the correspondingly numbered exhibit to the
Registrant's Annual Report on Form 10-K/A for the year ended February 28,
1998, filed on June 12, 1998.
+ Confidential treatment has been granted with
respect to portions of this Exhibit.
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LAMALIE ASSOCIATES, INC.
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, Registrant's principal financial officer, thereunto duly
authorized.
October 14, 1998 LAMALIE ASSOCIATES, INC.
- ----------------- (Registrant)
By: /s/ Philip R. Albright
---------------------------------
Philip R. Albright
Chief Financial Officer
(Authorized officer of
Registrant and principal
financial officer)
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