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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 (Date of earliest event reported): October 5, 1999
OUTSOURCE INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA 000-23147 65-0675628
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1144 EAST NEWPORT CENTER DRIVE, DEERFIELD BEACH, FLORIDA 33442
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(Address of Principal Executive Offices, Zip Code)
Registrant's telephone number, including area code: (954) 418-6200
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Pages 2 of 4 Pages.
ITEM 5. OTHER EVENTS.
As of October 5, 1999, the registrant and its syndicate of lenders led
by BankBoston, N.A. entered into various agreements that (a) replaced the
previously existing securitization facility with a $50.0 million credit facility
based on and secured by the registrant's accounts receivable, expiring December
31, 1999, (b) amended the previously existing receivables purchase and sale
agreement to reflect the replacement of the securitization facility with the
new $50.0 million credit facility, and (c) amended the previously existing $29.9
million revolving credit facility to (i) reduce the maximum availability to
$28.4 million, including existing letters of credit of $6.4 million, (ii) modify
the expiration date from July 27, 2003 to December 31, 1999, (iii) eliminate
certain financial covenants and (iv) add events of default, including a
provision enabling the lender syndicate to increase the stated interest rate
and/or accelerate the maturity date of the facility if, in their sole
discretion, the banks are not satisfied with registrant's business operations or
prospects. The new agreements also contain terms that increase the weighted
average interest rate payable on the outstanding balances, exclusive of related
fees and expenses and not including a higher default rate, from approximately
7.1 percent per annum to approximately 10.8 percent per annum
The above descriptions of the revolving credit facility, the third
amendment to the amended and restated credit agreement and the amended and
restated receivables purchase and sale agreement do not purport to be complete
and are qualified in their entirety by the full text of such documents which are
attached as Exhibits hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits
10.55 Third Amendment to Third Amended and Restated Credit Agreement
among Outsource International, Inc., Capital Staffing Fund,
Inc., Outsource Franchising, Inc., Synadyne I, Inc., Synadyne
II, Inc., Synadyne III, Inc., Synadyne IV, Inc., Synadyne V,
Inc., Employees Insurance Services, Inc., Outsource
International of America, Inc., Mass Staff, Inc., Staff All,
Inc., Outsource of Nevada, Inc., Employment Consultants, Inc.,
X-tra Help, Inc., Co-Staff, Inc., Guardian Employer East, LLC,
Guardian Employer West, LLC, each of the bank parties to the
Credit Agreement and BankBoston, N.A., as Agent for the banks,
dated as of October 1, 1999.
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Page 3 of 4 Pages.
10.56 Revolving Credit Agreement among Outsource Funding
Corporation, the banks from time to time parties thereto, and
BankBoston, N.A., as Agent for the banks, dated as of October
1, 1999.
10.57 Amended and Restated Receivables Purchase and Sale Agreement
dated as of October 1, 1999 among Outsource International,
Inc., Outsource Franchising, Inc., Capital Staffing Fund,
Inc., Synadyne I, Inc., Synadyne II, Inc., Synadyne III,
Inc., Synadyne IV, Inc., Synadyne V, Inc. and Outsource
International of America, Inc., each as an originator, and
Outsource Funding Corporation, as the buyer, and Outsource
International, Inc., as the servicer.
ITEM 8. CHANGE IN FISCAL YEAR
On October 13, 1999, the registrant's board of directors approved a
change in the registrant's fiscal year from the calendar year ending December 31
to the 52 or 53 week period ending on the Sunday closest to March 31. The report
covering the transition period (from January 1, 2000 through April 2, 2000) will
be filed on Form 10-K.
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.
OUTSOURCE INTERNATIONAL, INC.
(Registrant)
Date: October 19, 1999 By: /s/ PAUL M. BURRELL
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Paul M. Burrell
President, Chief Executive
Officer and Chairman of the
Board of Directors
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Page 4 of 4 Pages.
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
10.55 Third Amendment to Third Amended and Restated Credit
Agreement among Outsource International, Inc.,
Capital Staffing Fund, Inc., Outsource Franchising,
Inc., Synadyne I, Inc., Synadyne II, Inc., Synadyne
III, Inc., Synadyne IV, Inc., Synadyne V, Inc.,
Employees Insurance Services, Inc., Outsource
International of America, Inc., Mass Staff, Inc.,
Staff All, Inc., Outsource of Nevada, Inc.,
Employment Consultants, Inc., X-tra Help, Inc.,
Co-Staff, Inc., Guardian Employer East, LLC, Guardian
Employer West, LLC, each of the bank parties to the
Credit Agreement and BankBoston, N.A., as Agent for
the banks, dated as of October 1, 1999.
10.56 Revolving Credit Agreement among Outsource Funding
Corporation, the banks from time to time parties
thereto, and BankBoston, N.A., as Agent for the
banks, dated as of October 1, 1999.
10.57 Amended and Restated Receivables Purchase and Sale
Agreement dated as of October 1, 1999 among Outsource
International, Inc., Outsource Franchising, Inc.,
Capital Staffing Fund, Inc., Synadyne I, Inc.,
Synadyne II, Inc., Synadyne III, Inc., Synadyne IV,
Inc., Synadyne V, Inc. and Outsource International of
America, Inc., each as an originator, and Outsource
Funding Corporation, as the buyer, and Outsource
International, Inc., as the servicer.