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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: January 4, 1999
(Date of earliest event reported): December 31, 1998
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LAI WORLDWIDE, INC. (FORMERLY, LAMALIE ASSOCIATES, INC.)
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(Exact Name of Registrant as Specified in its Charter)
Florida 0-22645 59-3547281
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
200 Park Avenue New York, New York 33694-0468
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(Address of Principal Executive Offices) (Zip code)
(212) 953-7900
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(Registrant's Telephone Number, Including
Area Code)
LAMALIE ASSOCIATES, INC.
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
Effective at the close of business on December 31, 1998, Lamalie
Associates, Inc., a Florida corporation ("LAI") reorganized into a holding
company structure (the "Reorganization") whereby LAI Worldwide, Inc., a Florida
corporation ("Registrant") became the holding company. The Reorganization is
intended to provide greater flexibility for international and domestic
expansion, broaden the alternatives available for future financing and
generally provide for greater administrative and operational flexibility.
The Reorganization was effected through the formation by LAI of the
Registrant as a wholly-owned subsidiary and the formation by the Registrant of
a wholly-owned subsidiary, LAI MergerSub, Inc., a Florida corporation
("MergerSub"). An Agreement and Plan of Merger dated December 23, 1998 was
entered into by and among LAI, Registrant and MergerSub (the "Merger
Agreement"), and, pursuant to the Merger Agreement, MergerSub merged with and
into LAI (the "Merger"), with LAI as the surviving corporation. Registrant and
MergerSub were organized in connection with the Merger.
LAI became a wholly owned subsidiary of Registrant as a result of the
Merger. The Merger Agreement was duly approved by the Board of Directors of LAI
at a meeting thereof held on December 16, 1998, and by written consent of the
Boards of Directors and sole stockholders of each of Registrant and MergerSub.
The Reorganization was effected in accordance with the provisions of Section
607.11045, Florida Statutes, accordingly, approval of the stockholders of LAI
was not required.
Pursuant to the Merger Agreement, each outstanding share of common
stock, $.01 par value, of LAI issued and outstanding immediately prior to the
Merger, together with the preferred stock purchase right associated therewith
was converted into one share of common stock, $.01 par value, of Registrant,
together with one preferred stock purchase right associated therewith. As a
result, LAI stockholders now hold common stock and preferred stock purchase
rights in Registrant (instead of LAI) which is deemed to have been registered
under Section 12(b) of the Securities Exchange Act of 1934 because the
Reorganization constitutes a "succession" and Registrant constitutes a
"successor issuer" of LAI for securities law purposes.
In addition, pursuant to the terms of the Merger Agreement and an
Assumption Agreement between LAI and Registrant, each outstanding option to
purchase shares of LAI common stock has been converted into an option to
purchase, on the same terms and conditions, an identical number of shares of
Registrant's common stock.
Because the corporate name of the Registrant after the Effective Time
of the Merger is different than the corporate name of LAI prior to the
Effective Time of the Merger, Section 607.11045, Florida Statutes requires a
physical exchange of certificates. Accordingly, certificates formerly
representing shares of common stock of LAI should be submitted to Registrant's
exchange
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agent, ChaseMellon Shareholder Services, L.L.C., for transfer. The
Reorganization was tax free for federal income tax purposes for the
stockholders of LAI.
Registrant's common stock will trade on The Nasdaq Stock Market under
the trading symbol LAIX, the same trading symbol under which LAI common stock
traded.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The Exhibits to this report are listed in the Index to Exhibits set
forth elsewhere herein.
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.
LAI WORLDWIDE, INC.
Date: January 4, 1999 By: /s/ Philip R. Albright
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Philip R. Albright, Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit Number Description
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2.3 Agreement and Plan of Merger dated December 23, 1998 by and among LAI,
Registrant and MergerSub
3.1 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
4.2 Stockholder Rights Agreement dated December 30, 1998, between Registrant
and ChaseMellon Shareholder Services, L.L.C.
8 Opinion of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, P.A., as
to certain tax matters
10.1 1997 Omnibus Stock and Incentive Plan as now in effect
10.2 Non-Employee Directors' Stock Option Plan as now in effect
10.3 Profit Sharing and Savings Plan as now in effect
10.4 1997 Employee Stock Purchase Plan as now in effect
10.9 1998 Omnibus Stock and Incentive Plan as now in effect
10.12 Directors' Deferral Plan as now in effect
99.1 Assumption Agreement dated December 31, 1998 between Registrant and
LAI
99.2 Letter to Stockholders of Lamalie Associates, Inc. describing the
Reorganization
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