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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): October 28, 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 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
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N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
Effective October 28, 1998, the Board of Directors of Romac
International, Inc. (the "Company") adopted a Shareholder Rights Plan (the
"Rights Plan"). The purpose of the Rights Plan is to deter certain coercive
takeover tactics and enable the Board of Directors to represent effectively the
interests of the Company, its shareholders, and its other constituencies. The
Rights Plan will not deter negotiated mergers or business combinations that the
Board of Directors determines to be in the best interests of the Company, its
shareholders, and its other constituencies.
To implement the Rights Plan, the Board of Directors authorized the
issuance of one right ("Right") for each outstanding share of common stock, par
value $.01 per share (the "Common Stock"), of the Company to shareholders of
record at the close of business on October 28, 1998. When exercisable, each
Right will entitle the registered holder to purchase from the Company one share
of Common Stock at a price of $125 (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement between the Company and State Street Bank and Trust Company, as
Rights Agent, dated as of October 28, 1998 (the "Rights Agreement").
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate certificates for the
Rights ("Rights Certificates") will be distributed. The Rights will separate
from the Common Stock and a Distribution Date will occur upon the earliest of
(i) 10 days following a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired, or
obtained the right to acquire, beneficial ownership of 15% or more of the
outstanding shares of Common Stock (the "Stock Acquisition Date") or (ii) 10
business days following the commencement of a tender offer or exchange offer
that would result in the beneficial ownership by a person or group of 15% or
more of such outstanding shares of Common Stock.
Until the Distribution Date, (i) the Rights will be evidenced by the
Common Stock certificates and will be transferred with and only with such
Common Stock certificates, (ii) new Common Stock certificates issued after
October 28, 1998 will contain a notation incorporating the Rights Agreement by
reference, and (iii) the surrender for transfer of any certificates for Common
Stock outstanding will also constitute the transfer of the Rights associated
with the Common Stock represented by such certificate.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on October 28, 2008, unless earlier redeemed by
the Company as described below.
As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of the Common Stock as of the close of
business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Except as otherwise determined by
the Board of Directors, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.
If any person (other than an Exempt Person, as defined in the Rights
Agreement) becomes the beneficial owner of 15% or more of the then outstanding
shares of Common Stock (except pursuant to an offer for all outstanding shares
of Common Stock determined by the Board of Directors to be fair to and
otherwise in the best interests of the Company and its shareholders), each
holder of a Right will thereafter have the right to receive, upon exercise
thereof, the number of shares of Common Stock (or, in certain circumstances,
cash, property, or other securities of the Company or a reduction in the
purchase price) having a value equal to two times the exercise price of the
Right. Notwithstanding any of the foregoing, following the occurrence of the
event described above, all Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, beneficially owned by any Acquiring
Person will be void. The Rights, are not, however, exercisable following the
occurrence of the event set forth above until such time as the Rights are no
longer redeemable by the Company, as set forth below. David L. Dunkel, CEO of
the Company and currently the beneficial owner of 8.0% of the Company's Common
Stock, is classified as an Exempt Person in the Rights Agreement.
For example, at an exercise price of $125, each Right not owned by an
Acquiring Person (or by certain related parties) following an event set forth
in the preceding paragraph would entitle its holder to purchase $250 worth of
Common Stock (or other consideration, as noted above) for $125. Assuming that
the Common Stock had a per share market value of $50 at such time, the holder
of each valid Right would be entitled to purchase 5 shares of Common Stock for
$125.
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If at any time following the Stock Acquisition Date, (i) the Company is
acquired in a merger or other business combination transaction in which the
Company is not the surviving corporation (other than pursuant to a tender offer
or exchange offer for all outstanding shares of Common Stock determined by the
Board of Directors to be fair to and otherwise in the best interests of the
Company and its shareholders), or (ii) more than 50% of the Company's assets or
earning power is sold or transferred, each holder of a Right (except Rights
that previously have been voided as set forth above) shall thereafter have the
right to receive, upon exercise, common stock of the acquiring company having a
value equal to two times the exercise price of the Right. If the Rights cannot
be exercised for common stock of the acquiring company as set forth above,
Right holders will be entitled to put the Rights to the acquiring company for
cash equal to the exercise price of the Rights. The events described in this
paragraph and in the second preceding paragraph are referred to as the
"Triggering Events."
The Purchase Price payable, and the number of shares of Common Stock or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination, or reclassification of, the Common
Stock, (ii) if holders of the Common Stock are granted certain rights or
warrants to subscribe for Common Stock or convertible securities at less than
the current market price of the Common Stock, or (iii) upon the distribution to
holders of the Common Stock of evidences of indebtedness or assets (excluding
regular quarterly cash dividends) or of subscription rights or warrants (other
than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least one percent of the
Purchase Price. No fractional share of Common Stock will be issued and, in lieu
thereof, an adjustment in cash will be made based on the market price of the
Common Stock on the last trading date prior to the date of exercise.
At any time until ten days following the Stock Acquisition Date, the
Company may redeem the Rights in whole, but not in part, at a price of $.01 per
Right, payable in cash, or shares of Common Stock or other consideration deemed
appropriate by the Board of Directors. Immediately upon the action of the Board
of Directors ordering redemption of the Rights, the Rights will terminate and
the only right of the holders of Rights will be to receive the $.01 redemption
price.
At any time after any Person becomes an Acquiring Person and before the
acquisition by such Person of 50% or more of the outstanding shares of Common
Stock, the Board of Directors of the Company may exchange the Rights (other
than Rights owned by such person or group that will have become void), in whole
or in part, at an exchange ratio of one share of Common Stock per Right
(subject to adjustment).
Until a Right is exercised, the holder of the Right, as such, will have
no rights as a shareholder of the Company, including, without limitation, the
right to vote or to receive dividends. While the distribution of the Rights
will not be taxable to shareholders or to the Company, shareholders may,
depending upon the circumstances, recognize taxable income in the event that
the Rights become exercisable for Common Stock (or other consideration) of the
Company or for common stock of the acquiring company as set forth above.
Other than provisions relating to the principal economic terms of the
Rights, any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company before the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board of Directors in order to cure any ambiguity, to make changes that do not
adversely affect the interests of holders of Rights (excluding the interests of
any Acquiring Person), or to shorten or lengthen any time period under the
Rights Agreement; however, no amendment to adjust the time period governing
redemption shall be made at such time as the Rights are not redeemable.
The form of the Rights Agreement is included as Exhibit 4.1 hereto. A
copy of the Rights Agreement is available free of charge from the Company to
any shareholder of the Company. The above description of the Rights does not
purport to be complete and is qualified in its entirety by reference to the
Rights Agreement, which is incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
EXHIBIT
NO. DESCRIPTION
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4.1 - Rights Agreement, dated as of October 28, 1998, between the Company and State Street
Bank and Trust Company as Rights Agent, which includes the form of the Rights Certificate
as Exhibit A, and the Summary of Rights to Purchase Common Stock as Exhibit B.
99.1 - Press Release, dated October 28, 1998, announcing the adoption of the Shareholder Rights
Plan.
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: October 29, 1998 ROMAC INTERNATIONAL, INC.
(Registrant)
By: /s/ DAVID L. DUNKEL
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David L. Dunkel
Chief Executive Officer
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EXHIBIT INDEX
ROMAC INTERNATIONAL, INC.
Current Report on Form 8-K
Dated October 28, 1998
EXHIBIT
NO. DESCRIPTION
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4.1 - Rights Agreement, dated as of October 28, 1998, between the Company and State Street
Bank and Trust Company as Rights Agent, which includes the form of the Rights Certificate
as Exhibit A, and the Summary of Rights to Purchase Common Stock as Exhibit B.
99.1 - Press Release, dated October 28, 1998, announcing the adoption of the Shareholder Rights
Plan.
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