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): March 19, 1998
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 March 19, 1998, Headway Corporate Resources, Inc. ("Company"),
completed debt and equity financing totaling $105,000,000. The
financing includes a $75,000,000 syndicated senior credit
facility, $10,000,000 of senior subordinated notes, and
$20,000,000 of Series F Convertible Preferred Stock. NationsBank
N.A. acted as agent for the senior credit facility, and
NationsBanc Montgomery Securities, LLC, acted as placement agent
for the senior subordinated notes and Series F Convertible
Preferred Stock. With the new financing the Company retired its
credit facility with ING (U.S.) Capital Corporation, made the
acquisitions described below, and will use the remaining
availability for additional acquisitions and general corporate
purposes.
On March 23, 1998, the Company acquired directly and through its
subsidiaries three businesses in three separate transactions.
The Company acquired substantially all of the assets of Cheney
Associates and Cheney Consulting Group of New Haven, Connecticut,
for approximately $3,772,000 paid at closing, plus an earnout for
certain periods through the end of 2000 equal to a percentage of
the earnings for those periods before interest taxes and
amortization attributable to the assets acquired. The Company
also acquired substantially all of the assets of the Southern
Virginia offices of Select Staffing Services, Inc., based in
McLean, Virginia, for approximately $2,993,000 paid at closing,
plus an earnout for certain periods through the end of March
2001, equal to a percentage of the earnings for those periods
before interest taxes and amortization attributable to the assets
acquired. The Company acquired all of the outstanding capital
stock of Shore Resources, Incorporated, of Los Angeles,
California, for approximately $5,051,000 paid at closing, plus an
earnout for certain periods through the end of March 2001, equal
to a percentage of the earnings for those periods before interest
taxes and amortization attributable to the assets acquired.
The purchase price was determined through arms-length
negotiations between the Company and each of the acquired
businesses. The acquired businesses were owned by one person in
two cases and two persons in the remaining case, from whom the
Company acquired the assets and capital stock. None of the
sellers was affiliated or associated with the Company or its
affiliates prior to the acquisitions.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements: none required.
(b) Pro Forma Financial Information: none required.
(c) Exhibits. Included in this report are the following
exhibits.
Exhibit SEC Ref. Title of Document Page
No. No.
1 (2) Asset Purchase Agreement dated March 23, E-1
1998 for Cheney Associates, L.L.C.
2 (2) Asset Purchase Agreement dated March 23, E-31
1998, Select Staffing Services, Inc.
3 (2) Stock Purchase Agreement dated March 23, E-58
1998 for Shore Resources, Incorporated
4 (4) Series F Preferred Stock Designation E-85
5 (4) Bylaw Amendments E-113
6 (4) Securities Purchase Agreement E-116
dated March 19, 1998
7 (4) Registration Rights Agreement E-164
dated March 19, 1998
8 (4) Indenture dated March 19, 1998 E-183
9 (4) Form of Senior Subordinated Note E-271
10 (4) Guaranty Agreement dated March 19, 1998 E-282
11 (4) Credit Agreement dated March 19, 1998 E-291
including Exhibit A - Commitment
Percentage, and Exhibit F - Form of
Revolving Note
12 (4) Guaranty Agreement dated March 19, 1998 E-393
13 (4) Security Agreement dated March 19, 1998 E-402
14 (4) Pledge Agreement dated March 19, 1998 E-423
15 (4) LC Account Agreement dated March 19, 1998 E-435
16 (4) Intellectual Property Security Agreement E-445
dated March 19, 1998
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: April 3, 1998 By: /s/ Barry Roseman
President