SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): November 15, 1999
IT STAFFING LTD.
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(Exact name of registrant as specified in its charter)
Ontario 1-14813 N/A
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of organization) Identification No.)
55 University Avenue
Toronto, Ontario, Canada M5J2H7
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(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (416) 364-8800
Not Applicable
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(Former name or former address; if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) On November 1, 1999, IT Staffing Ltd. (the "Registrant"), ITS
Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the
Registrant ("IT-Sub") and Trans Global Services, Inc., a Delaware corporation
("TGSI") entered into an Agreement and Plan of Merger (the "Agreement").
Pursuant to the Agreement, IT-Sub will be merged with and into TGSI resulting in
TGSI becoming an wholly-owned subsidiary of the Registrant (the "Proposed
Merger"). Pursuant to the Agreement, when the Proposed Merger becomes effective,
each share of TGSI common shall be converted into one-quarter of a share of the
Registrant's common stock. The Proposed Merger is subject to the approval by the
shareholders of both the Registrant and TGSI.
The Agreement contemplated that Joseph G. Sicinski, the president,
chief executive officer and a director of TGSI, and Glenn R. Charles, the chief
financial officer and a director of TGSI, will enter into employment agreements
pursuant to which, among other things, they will receive as additional
compensation, one-quarter of a share of the Registrant's common stock for for
each share of TGSI's common stock owned by them when the Proposed Merger becomes
effective. In addition, the exercise price of certain outstanding options held
by TGSI's officers, directors and employees would be reduced.
TGSI provides technical temporary staffing services. In performing
these services, TGSI addresses the current trend of major corporations in
"downsizing" and "outsourcing" by providing engineers, designers and technical
personnel on a temporary contract assignment basis pursuant to contracts with
major corporations. TGSI's principal clients are major corporations in the
aircraft, aerospace, electronics, energy, engineering and telecommunications
industries. TGSI's headquarters are located at 1393 Veterans Memorial Highway,
Hauppauge, New York 11788.
(b) The purchase included all of the equipment utilized in TGSI's
business which business was a staffing business specializing in the information
technology industry. IT intends to utilize such equipment for the same purpose.
ITEM 7. EXHIBITS
99.1 Press Release dated November 8, 1999
99.2 Agreement and Plan of Merger dated as of November 1, 1999 by and between
IT Staffing Ltd., ITS Acquisitions Corp. and Trans Global Services, Inc.
99.5 All financial information required by Article 11 of Regulation S-X will be
filed within 60 days of the date of this 8-K.
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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 hereunder duly authorized.
IT STAFFING LTD.
By: /s/ Declan French
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Declan French
President
November 15, 1999
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