UNITED STATES
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 earliest event reported): February 11, 1998
ROMAC INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Florida 0-26058 59-3264661
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
120 West Hyde Park Place, Suite 140, Tampa, Florida 33606
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (813) 251-1700
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N/A
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
Effective February 11, 1998, ROMAC International, Inc. (the "Company") and
Source Services Corporation ("Source") entered into Amendment No.1 ("the
Amendment") to an Agreement and Plan of Merger dated February 1, 1998 between
the parties (the "Merger Agreement"). The Amendment provides for the elimination
of New Romac, Inc., a wholly-owned subsidiary of the Company, as a party to the
Merger Agreement. The parties decided to merge Source directly into the Company
rather than into the Company's subsidiary. The Amendment also provides for a
change in the composition of the committees of the Company's board of directors
as reflected in Exhibit 7.2(c) to the Merger Agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
2.1 Amendment No.1 To Agreement and Plan of Merger by and among Romac
International, Inc. and Source Services Corporation.
page 2 of 3 pages
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.
Date: February 18, 1998 ROMAC INTERNATIONAL, INC.
(Registrant)
By: /s/ THOMAS M. CALCATERRA
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Its: Vice President and Chief Financial Officer
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page 3 of 3 pages
EXHIBIT INDEX
ROMAC INTERNATIONAL, INC.
Current Report on Form 8-K
Dated February 11, 1998
EXHIBIT NO. DESCRIPTION
2.1 Amendment No. 1 to Agreement and Plan of Merger between ROMAC
International, Inc. and Source Services Corporation.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
BY AND AMONG
ROMAC INTERNATIONAL, INC.
AND
SOURCE SERVICES CORPORATION
This Amendment No. 1, dated as of February 11, 1998, is to the Agreement
and Plan of Merger by and among Romac International, Inc. ("Romac") and Source
Services Corporation ("Source"), dated February 1, 1998 (the "Merger
Agreement").
BACKGROUND
The parties have decided to eliminate New Romac, Inc., a wholly-owned
subsidiary of Romac, as a party to the Merger Agreement and provide for the
merger of Source directly into Romac. The parties also desire to change the
composition of the Committees of the Romac board of directors as described in
Exhibit 7.2(c). Except as modified by this Amendment, all terms of the Merger
Agreement shall continue in full force and effect. All capitalized terms used
herein shall have the same meaning as in the Merger Agreement. If a conflict
occurs between this Amendment No. 1 and the Amended and Restated Agreement and
Plan of Merger between Romac and Source, the Merger Agreement, as amended by
this Amendment No. 1, shall control.
The parties agree to amend the Merger Agreement as follows:
1. The Table of Contents, the Background Section, Sections 1.1, 3.2, 4.3,
5.1, 5.3, 5.4, 5.8, 5.9, 5.14, 5.15, 5.16, 5.17, 5.18, 5.19, 5.20, 5.21, 6.1,
7.1, 7.5, 7.14, 8.1, 8.2, 8.3, 9.2, and 10.2, the Introduction to Articles IV
and V, and the final paragraph are amended by deleting references to the Sub and
making appropriate grammatical changes, if any.
2. The introductory paragraph is amended to read as follows: "AGREEMENT
AND PLAN OF MERGER, dated as of February 1, 1998, by and among Romac
International, Inc., a Florida corporation (the "Parent") and Source Services
Corporation, a Delaware corporation (the "Company")."
3. Sections 2.1, 2.3, and 2.4 are amended by deleting references to the Sub
and substituting "Parent."
4. Section 3.1 is amended by deleting "or capital stock of the Sub" from
the last line of the introduction and the words "the Sub" and "other" from the
third line of Section 3.1(a).
5. Section 5.2 is amended by deleting the last sentence.
6. Section 5.12 is deleted.
7. Section 5.13 is amended by (i) deleting references to the Sub and
making appropriate grammatical changes and (ii) substituting the words "its
Subsidiaries" for the "Sub" in lines 6 and 8.
8. Section 7.2(b) is deleted.
9. Section 10.9 is amended by deleting the words "except that the Sub may
assign, in its sole discretion, any or all of its rights, interests, and
obligations under this Agreement to the Parent or to any direct or indirect
wholly-owned Subsidiary of the Parent."
10. Exhibit 1 is amended by deleting the reference to New Romac and adding
the words "as amended by Amendment No. 1 dated as of February 11, 1998" in line
one of Recital (B) after the words "dated February 1, 1998."
11. Exhibit 7.2(c) is amended to read as follows:
Name Term Committees of the Board
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D. Les Ward 3 years None
Wayne D. Emigh 1 year Audit and Compensation
John N. Allred 1 year Audit
12. The first paragraph of Exhibit 7.6 is amended by deleting the
reference to New Romac. Schedule A to Exhibit 7.6 is amended by deleting the
reference to New Romac and substituting the words "the Company."
13. Exhibit 8.2 to the Merger Agreement is amended by (i) deleting the
reference to New Romac and adding the words "as amended by Amendment No. 1 dated
as of February 11, 1998" in line four of the first paragraph after the words
"dated February 1, 1998," (ii) deleting the reference to New Romac in paragraph
(b), and (iii) deleting the reference to New Romac in paragraph (c) and
substituting the words "the Company."
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their respective officers as of the date first written above.
ROMAC INTERNATIONAL, INC. SOURCE SERVICES CORPORATION
By:/s/ Thomas M. Calcaterra By:/s/ D. Les Ward
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Name:____________________________ Name:__________________________________
Its:VP and CFO Its:President & Chief Executive Officer
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