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): June 29, 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 June 29, 1998, Headway Corporate Resources, Inc.
("Company"), acquired through its wholly owned subsidiary
substantially all the assets of Phoenix Communication Group, Inc.
OF N.J., a New Jersey corporation engaged in the business of
offering information technology staffing services ("PCG"). The
principal office of PCG is located in Woodbridge, New Jersey.
The purchase price for PCG was $17,000,000 paid at closing in the
form of cash and common stock of the Company, plus an earnout
over the four-year period commencing June 29, 1998, equal to a
multiple of the earnings before interest, taxes, and amortization
attributable to the assets acquired. The purchase price was
determined through arms-length negotiations between the Company
and PCG on the basis of the tangible assets of PCG and the
goodwill associated with the business. The owners of PCG (which
includes the executive officers) are Peter Mercatili and William
Tolia, none of whom (including PCG) was affiliated or associated
with the Company or its affiliates prior to the acquisition.
Funding for the acquisition was provided by debt financing
obtained through NationsBank N.A., under the acquisition loan
facility established with the Company in March 1998.
On June 22, 1998, the Company acquired through its wholly
owned subsidiary substantially all the assets of Staffing
Solution, Inc., and Intelligent Staffing, Inc., both Florida
corporations engaged in the business of offering temporary
staffing services (collectively "SSI"). The principal office of
SSI is located in Miami Lakes, Florida. The purchase price for
SSI was $1,300,000 paid at closing in the form of cash and common
stock of the Company, plus an earnout over the three-year period
commencing June 22, 1998, equal to a specified portion of the
earnings before interest, taxes, and amortization attributable to
the assets acquired. The purchase price was determined through
arms-length negotiations between the Company and SSI on the basis
of the tangible assets of SSI and the goodwill associated with
the business. The owners of SSI (which includes the executive
officers) are Gary Kamler and Hilary Bencini, none of whom
(including SSI) was affiliated or associated with the Company or
its affiliates prior to the acquisition. Funding for the
acquisition was provided by debt financing obtained through
NationsBank N.A., under the acquisition loan facility established
with the Company in March 1998.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements.
It is impracticable for the Company to provide the required
historical financial statements of PCG at the time this report on
Form 8-K is filed. The Company proposes to file the required
financial statements as soon as they are available. The Company
expects that it will file the required financial statements no
later than 60 days after the date on which this report on Form 8-
K is required to be filed. Historical financial statements of
SSI are not required because the acquisition is not significant.
(b) Pro Forma Financial Information.
It is impracticable for the Company to provide the required
pro forma financial information at the time this report on Form 8-
K is filed. The Company proposes to file the required pro forma
financial information as soon as it is available. The Company
expects that it will file the required financial information no
later than 60 days after the date on which this report on Form 8-
K is required to be filed.
(c) Exhibits. Included in this report are the following
exhibits.
Exhibit SEC Ref. Title of Document Page
No. No.
1 (10) Asset Purchase Agreement dated
June 29, 1998, pertaining to the
the purchase of PCG assets E-1
2 (10) Asset Purchase Agreement dated
June 22, 1998, pertaining to the
the purchase of SSI assets E-36
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: July 13, 1998 By: /s/ Barry S. Roseman, President