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 event reported): December 31, 1997.
HEADWAY CORPORATE RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-23170
DELAWARE 75-2134871
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
850 Third Avenue, 11th Floor
New York, NY 10022
(Address of principal executive (Zip Code)
offices)
Registrant's Telephone Number: (212) 508-3560
NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 31, 1997, Headway Corporate Resources, Inc.
("Company"), sold its wholly owned subsidiary, Furash & Company,
inc. ("Furash"), to InterBank/ Furash, Inc., a privately held
corporation ("IBF"), in exchange for 1,500 shares of Series A
Preferred Stock of IBF. Furash is a service organization engaged
in the business of offering consulting and related services to
the banking and financial services industries. The sale of
Furash represents a determination by the Company to focus on its
core business of staffing solutions and human resource management
and divest itself of non-core business activities.
The IBF Series A Preferred Stock carries an 8% cumulative
dividend payable quarterly and has a preference in liquidation of
$1,000 per share, or a total of $1,500,000. The Series A
Preferred Stock may be redeemed by IBF at any time at a value of
$1,000 per share, and must be redeemed by IBF at the rate of 250
shares per year commencing December 31, 1998. The estimated loss
on the sale of Furash is $2.6 million.
Ehud D. Laska, a director of the Company, is also an officer and
director of IBF. Because of this relationship, the sale of
Furash was approved by a committee of the board of directors of
the Company consisting solely of directors who were disinterested
with respect to the transaction.
In connection with the transaction, the Company made a short-term
working capital advance to Furash, which was repaid within a week
following the sale of Furash. In addition, the Company acquired
from Furash a warrant to purchase common stock representing
approximately 18% of the outstanding capital stock of Furash
exerciseable over a term of 10 years at a price of $0.10 per
share.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements. None.
(b) Pro Forma Financial Information. Included with this report
are the following pro forma financial statements:
(1) Unaudited condensed statements of operations of Furash for
the nine month period ended September 30, 1997, and one year
period ended December 31, 1996; and
(2) Unaudited condensed balance sheet of Furash as of September
30, 1997.
(c) Exhibits. Included in this report are the following
exhibits.
Exhibit SEC Ref. Title of Document Page
No. No.
1 (10) Stock Purchase Agreement dated
December 24, 1997, pertaining to
the sale of Furash E-1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly
authorized.
HEADWAY CORPORATE RESOURCES, INC.
DATED: January 15, 1998 By: Barry S. Roseman (Signature)
President
Furash & Company, Inc.
Pro Forma Condensed Statement of Operations (Unaudited)
(In Thousands of Dollars)
Nine Months Ended Year Ended
September 30, 1997 December 31, 1996
Revenues: Advisory Services 2,979 3,808
Operating expenses 3,209 4,503
Operating (loss) (230) (695)
Interest and other expenses 48 113
(Loss) before income taxes (278) (808)
Provision for income tax (benefit) (150) (199)
Net (loss) (128) (609)
Furash & Company, Inc.
Pro Forma Condensed Balance Sheet (Unaudited)
As of September 30, 1997
(In Thousands of Dollars)
Assets
Cash and Cash Equivalents 2
Accounts receivable (net) 1,165
Other current assets 8
Total current assets 1,175
Property and equipment (net) 304
Goodwill 1,539
Other assets 28
Total assets 3,046
Liabilities and Equity
Total current liabilities 115
Long term liabilities 207
Equity and intercompany payable 2,724
Total liabilities and equity 3,046