SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): JANUARY 13, 1998
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HALL, KINION & ASSOCIATES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware 0-22869 77-0337705
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
19925 Stevens Creek Boulevard, Suite 180, Cupertino, California 95014
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(Address of Principal Executive Offices) (Zip Code)
Company's telephone number, including area code (408) 863-5600
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Same
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(Former name or Former Address, if Changed Since Last Report.)
ITEM 2. ACQUISITION OF ASSETS.
(a) On January 13, 1998, pursuant to a Stock Purchase Agreement, dated
December 20, 1997 (the "Stock Purchase Agreement"), by and among Hall, Kinion &
Associates, Inc., a Delaware corporation (the "Registrant"), Group-Ipex Inc., a
California corporation ("Ipex"), and Lalit M. Kapoor and Satindra Kapoor
(collectively, the "Shareholders"), the Registrant acquired all of the
outstanding capital stock of Ipex (the "Shares") from the Shareholders.
Pursuant to the terms of the Stock Purchase Agreement, the Registrant
paid or caused to be paid to the Shareholders $6,175,000 in cash and issued and
delivered to the Shareholders 46,285 shares of common stock of the Registrant
for the Shares. Under the terms of the Stock Purchase Agreement, the
Shareholders may also receive additional cash consideration of up to an
aggregate of $3,375,000 payable in accordance with certain performance
objectives as described in Section 1.6 of the Stock Purchase Agreement. The
amount and nature of the consideration was determined by arms-length negotiation
among the parties.
At the time of the acquisition, there was no material relationship
between Ipex (including its officers, directors and shareholders) and the
Registrant or any of its affiliates, or any director or officer of the
Registrant, or any associate of any such director or officer of the Registrant.
The Registrant used the proceeds obtained from its initial public
offering of common stock to pay the cash portion of the consideration for the
Shares.
The foregoing description is qualified in its entirety by reference to
the Stock Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1
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and incorporated herein by reference.
(b) At the time of the acquisition, Ipex was engaged in the information
technology staffing business, which it operated from one facility in Lafayette,
California. The Registrant presently intends to continue to engage in the same
business in substantially the same manner and for the same purposes.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
No financial statements are required to be filed in connection with
the acquisition.
(c) Exhibits:
Exhibit
Number Description
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2.1 Stock Purchase Agreement, dated December 20, 1997, by and
among Hall, Kinion & Associates, Inc., Group-Ipex Inc., and
Lalit M. Kapoor and Satindra Kapoor.*
* Pursuant to Item 601(b)(2) of Regulation S-K, the exhibits and schedules to
this Stock Purchase Agreement have been omitted. Such exhibits and schedules
will be submitted to the Securities and Exchange Commission upon request.
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.
HALL, KINION & ASSOCIATES, INC.
Date: January 26, 1998 By: /s/ Martin A. Kropelnicki
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Martin A. Kropelnicki
Vice President, Chief Financial Officer
and Secretary
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Page
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2.1 Stock Purchase Agreement dated December 20, 1997 by and
among Hall, Kinion & Associates, Inc., Group-Ipex Inc., and
Lalit M. Kapoor and Satindra Kapoor.*
*Pursuant to Item 601(b)(2) of Regulation S-K, the exhibits and schedules to
this Stock Purchase Agreement have been omitted. Such exhibits and schedules
will be submitted to the Securities and Exchange Commission upon request.