SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of earliest event reported: JANUARY 19, 1998
OUTSOURCE INTERNATIONAL, INC.
(Exact name of registrant as specified in charter)
FLORIDA 000-23147 65-0675628
(State or other jurisdiction (Commission (IRS employer
of incorporation) file number) identification no.)
1144 EAST NEWPORT CENTER DRIVE,
DEERFIELD BEACH, FLORIDA 33442
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (954) 418-6200
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 19, 1998, OutSource International of America, Inc., a wholly
owned subsidiary of the Registrant ("OSIA"), completed the purchase of
substantially all of the assets, excluding accounts receivable, of Tempus, Inc.,
a Tennessee corporation ("Tempus") pursuant to the terms of an Asset Purchase
Agreement dated January 12, 1998. The purchase price for the assets was $4.75
million, which amount was paid by the delivery of $3.25 million in cash and $1.5
million in the form of a two-year, junior subordinated promissory note, which
note bears interest at an annual rate of six and one-half percent. In connection
with the acquisition, OSIA entered into a six-month employment agreement and
five and one half-year non-competition agreement with John Bechard, the
President and sole stockholder of Tempus.
The purchase price was arrived at through arm's length negotiations
between the parties. The cash portion of the purchase price was funded from the
Registrant's revolving credit agreement with BankBoston, N.A., as agent.
Tempus is one of the largest industrial temporary help firms in the
Memphis, Tennessee metropolitan area with estimated 1997 revenues of $17.5
million. The assets purchased by the Company included 17 business locations in
Tennessee, Arkansas and Mississippi and substantially all of the tangible and
intangible assets, excluding accounts receivable, at those locations.
Immediately following the closing of the acquisition transaction with
Tempus, OSIA resold four of the business locations in Arkansas which it
purchased from Tempus, and the related assets at those locations, to Cruel Dave
Enterprises, LLC ("CDE"), an Arkansas limited liability company. The sale price
for the four business locations (representing approximately $3.0 million of 1997
revenues) was $780,000, paid in the form of a five-year promissory note, which
note bears interest at an annual rate of eight percent. A holder of fifty
percent of the membership interests in CDE was a franchisee of OutSource
Franchising, Inc., a wholly owned subsidiary of the Registrant and an affiliate
of OSIA. In connection with the purchase, that franchise agreement (which
covers the four locations sold by OSIA to CDE) was assigned and transferred to
CDE. The sale price was arrived at through arm's length negotiations between the
parties.
The Registrant currently intends to continue to operate the business
formerly conducted by Tempus, at all but one of the locations retained by OSIA,
with the purchased assets for the foreseeable future. The foregoing statement of
the Registrant's intention is a forward looking statement within the meaning of
Section 21E of the Securities Exchange Act of 1934, and is based on certain
assumptions, including among others, general economic conditions, management's
expectations regarding the operating results of the Registrant and the purchased
locations, the capital requirements of continuing Tempus' current business, and
others. Should these assumptions change, or prove to be inaccurate, the
Registrant's actual future conduct of Tempus' business could differ materially
from the intention stated.
The above descriptions of the purchase and sale agreements, and the
related promissory notes 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.
2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The Company has determined that the acquisition of assets described in
Item 2 hereof do not meet the significance thresholds, set forth in Rule 3.05(b)
of Regulation S-X, for the filing of financial statements of the business
acquired.
(b) PRO FORMA FINANCIAL INFORMATION.
The Company has determined that the acquisition of assets described in
Item 2 hereof do not meet the significance thresholds, set forth in Rule
11.01(b)(1) of Regulation S-X, for the filing of pro forma financial
information.
(c) EXHIBITS.
2.1 Asset Purchase Agreement, dated January 12, 1998, by and among
OutSource International of America, Inc., Tempus, Inc. and John Bechard*
2.2 Asset Purchase Agreement, dated as of January 19, 1998, by and among
Cruel Dave Enterprises, LLC, OutSource International of America, Inc.,
Jeffrey W. Leeth and Joann W. Leeth*
10.1 Employment Agreement, dated as of January 19, 1998, between
OutSource International of America, Inc. and John Bechard*
10.2 Confidentiality, Non-Solicitation and Non-Competition Agreement, dated
as of January 19, 1998, between OutSource International of America, Inc.
and John Bechard*
10.3 Junior Subordinated Promissory Note, dated as of January 19, 1998,
issued by OutSource International of America, Inc. to John Bechard*
10.4 Promissory Note, dated January 19, 1998, issued by
Cruel Dave Enterprises, LLC to OutSource
International of America, Inc.*
- -----------------------
* Incorporated by reference to the Exhibits to Form 8-K as filed with the
Securities and Exchange Commission on February 2, 1998.
3
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 thereunto duly authorized.
OUTSOURCE INTERNATIONAL, INC.
By:/S/ PAUL M. BURRELL
-------------------
Paul M. Burrell
President
Dated: April 3, 1998
4