SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20552
--------------------------------------------
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): September 26, 1997
INTERIM SERVICES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-23198 36-3536544
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification no.)
2050 SPECTRUM BOULEVARD
FORT LAUDERDALE, FLORIDA 33309-3008
(954) 938-7600
(Address, including zip code, and telephone number
of principal executive offices)
Not Applicable
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 26, 1997 (the "Closing"), Interim Services Inc. (the
"Company" or "Interim") completed the sale of its healthcare business (except
for the New York branch operations operated by its wholly owned subsidiary,
Interim Healthcare New York Inc. ("IHNY") to Catamaran Acquisition Corp., a
Delaware corporation (the "Purchaser") pursuant to the Restated Stock
Purchase Agreement, dated September 26, 1997, among the Company, the
Purchaser and Cornerstone Equity Investors IV, L.P., a Delaware limited
partnership and the majority owner of the Purchaser.
The consummation of the sale of IHNY, which is subject to the
regulatory approval of the State of New York, has been postponed until all such
regulatory approvals have been obtained. Until such time, IHNY will be operated
by the Company pursuant to certain consulting and/or management agreements with
the Purchaser's wholly owned subsidiary, Interim Healthcare Inc. ("IHI").
The Company received $118,590,000 in cash at the Closing, with the
remainder of the $134,000,000 purchase price for the healthcare business to be
paid in connection with the closing of the sale of IHNY. A subordinated
promissory note for $15,410,000, representing the IHNY portion of the purchase
price, was issued to the Company at the Closing by IHI, and guaranteed by the
Purchaser.
The Company will use the net after-tax proceeds received at the Closing
(as well as remainder of the purchase price to be received in connection with
the closing of the sale of IHNY) to reduce the Company's outstanding debt under
its existing credit facilities.
This report and the Exhibits hereto contain certain forward-looking statements
regarding the prospects of Interim Services Inc. which involve risks and
uncertainties. The Company's actual results could differ materially from the
results anticipated in these forward-looking statements as a result of certain
factors set forth in the Registrant's reports on Forms 10-K, 10-Q and 8-K made
under the Securities Exchange Act of 1934 (the "Exchange Act"). In addition,
changes in market, business or economic conditions, fluctuations in currency
exchange rates or significant acquisitions or other transactions could create
material differences in the results anticipated in these forward-looking
statements.
2
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(b) PRO FORMA FINANCIAL INFORMATION.
The combined pro forma condensed consolidated financial statements
of the Company, reflecting the divestiture of its wholly owned subsidiaries,
IHI and IHNY (the "Healthcare Business"), certain acquisitions consummated in
1997, including Michael Page Group PLC ("Michael Page"), and Aim Executive
Holdings, Inc., Interim Healthcare of Broward, Inc., Interim Healthcare
Hollywood, Inc., Interim Healthcare Dade, Inc., Interim Healthcare Miami,
Inc., We Care Home Care d/b/a Interim Home Solutions, Interim Accounting
Professionals of San Diego, Interim Personnel of Yakima, Inc., Thompson and
Thompson, Inc., Centex Personnel Pool, Inc., and Mainstream Access, Inc.
("Other Acquisitions") are attached hereto as Exhibit 99.1 and incorporated
into this Current Report on Form 8-K.
(c) EXHIBITS.
The following exhibits are filed with this report:
Number Description
2.1 Restated Stock Purchase Agreement, dated September 26, 1997
among Interim Services Inc., Catamaran Acquisition Corp. and
Cornerstone Equity Investors IV, L.P. The Company
undertakes to supplementally furnish to the Commission upon
request a copy of the schedules to Exhibit 2.1 omitted
pursuant to Item 601(b)(2) of Regulation S-K of the Exchange
Act.
99.1 Interim Services Inc. Pro Forma Condensed Consolidated
Financial Information of the Company as of December 27, 1996
and June 27, 1997.
99.2 Press release dated September 29, 1997.
3
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, thereunto duly authorized.
INTERIM SERVICES INC.
DATE: October 10, 1997 By: /s/ John B. Smith
----------------------------
John B. Smith, Esq.
Senior Vice President and
General Counsel
4
EXHIBIT INDEX
2.1 Restated Stock Purchase Agreement, dated September 26, 1997 among
Interim Services Inc., Catamaran Acquisition Corp. and Cornerstone
Equity Investors IV, L.P. The Company undertakes to supplementally
furnish to the Commission upon request a copy of the schedules to
Exhibit 2.1 omitted pursuant to Item 601(b)(2) of Regulation S-K of
the Exchange Act.
99.1 Interim Services Inc. Pro Forma Condensed Consolidated Financial
Information of the Company as of December 27, 1996 and June 27, 1997.
99.2 Press release dated September 29, 1997.