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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): July 1, 1999
INTERIM SERVICES INC.
(Exact name of registrant as specified in its charter)
Delaware 0-23198 36-3536544
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number) Identification No.)
2050 Spectrum Boulevard
Fort Lauderdale, Florida 33309
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(Address, including zip code, of principal executive office)
(954) 938-7600
Registrant's telephone number, including area code
NOT APPLICABLE
(Former name, former address and fiscal year, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 2, 1999, Interim Services Inc., a Delaware corporation
("Interim"), Interim Merger Corporation, a Delaware corporation and a
wholly-owned subsidiary of Interim ("Sub"), and Norrell Corporation, a Georgia
corporation ("Norrell"), completed the merger (the "Merger") of Norrell with and
into Sub. Under the terms of the Merger, the shareholders of Norrell received in
exchange for each share of Norrell's common stock either 0.9 share of Interim's
common stock or a cash payment of $18.7622. The holders of approximately 12% of
Norrell's common stock elected to receive the cash payment. Accordingly, Interim
issued approximately 21 million shares of Interim's common stock to former
Norrell shareholders and converted existing options to purchase Norrell common
stock into options to purchase approximately 1.7 million shares of Interim
common stock. The value of the transaction based upon the closing price of
Interim common stock on June 30th is approximately $625 million. The combined
company is traded on the New York Stock Exchange under the symbol "IS."
The Agreement and Plan of Merger (the "Merger Agreement") by and among
Interim, Sub and Norrell dated March 24, 1999 was filed as an exhibit to
Interim's Current Report on Form 8-K dated March 24, 1999. Amendments to the
Merger Agreement dated April 27, 1999 and May 24, 1999 were filed as exhibits to
Interim's Registration Statement on Form S-4, File No. 333-79191 (the "S-4
Registration Statement"), which amendments are incorporated herein by reference.
A copy of the press releases issued by Interim and Norrell on July 1,
1999 announcing shareholder approval of the Merger and on July 6, 1999
announcing completion of the Merger are attached hereto as Exhibits 99.1 and
99.2, respectively, and are incorporated herein by reference.
ITEM 5. OTHER EVENTS.
On July 1, 1999, the Board of Directors and shareholders of Interim
approved amendments to Interim's Restated Certificate of Incorporation to (i)
increase the number of Interim's authorized shares of common stock from
100,000,000 shares to 200,000,000 shares and (ii) delete the requirement of the
affirmative vote of the holders of at least two-thirds of Interim's outstanding
common stock to amend, modify, alter or repeal any provision of Interim's
By-laws. These amendments became effective on July 6, 1999. A copy of the
Certificates of Amendment to Interim's Restated Certificate of Incorporation
providing for the foregoing amendments are attached hereto as Exhibit 3.1 and
Exhibit 3.2 and are incorporated herein by reference.
On July 2, 1999, Guy W. Millner, formerly the principal shareholder and
a member of the Board of Directors of Norrell, was appointed to Interim's Board
of Directors, to serve until Interim's 2001 annual meeting of shareholders or
until his successor shall have been duly elected and qualified. Mr. Millner
filled an existing vacancy on Interim's Board of Directors.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The required financial statements of Norrell are not included in this
report because substantially the same information was included in the Annual
Report of Norrell on Form 10-K filed for the fiscal-year ended November 1, 1998
and the Quarterly Report of Norrell Corporation on Form 10-Q filed for the
fiscal quarter ended January 31, 1999, which are incorporated by reference into
the S-4 Registration Statement.
(b) PRO FORMA FINANCIAL INFORMATION
The pro forma financial information required in connection with the
Merger is not included in this report because substantially the same information
was included in the section of the S-4 Registration Statement captioned
"Unaudited Pro Forma Combined Financial Data".
(c) EXHIBITS.
3.1 Certificate of Amendment to Restated Certificate of
Incorporation of Interim Services Inc.
3.2 Certificate of Amendment to Restated Certificate of
Incorporation of Interim Services Inc.
99.1 Press Release dated July 1, 1999.
99.2 Press Release dated July 6, 1999.
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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.
INTERIM SERVICES INC.
Date: July 8, 1999 By: /s/ Raymond Marcy
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Raymond Marcy
Chairman, President and Chief Executive
Officer
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EXHIBIT INDEX
Exhibit Description
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3.1 Certificate of Amendment to Restated Certificate of
Incorporation of Interim Services Inc.
3.2 Certificate of Amendment to Restated Certificate of
Incorporation of Interim Services Inc.
99.1 Press Release dated July 1, 1999.
99.2 Press Release dated July 6, 1999.