Business Context and Reporting Period
This Form 8-K Current Report, dated April 20, 1998, covers the consummation of a merger between Romac International, Inc. ("Romac") and Source Services Corporation ("Source"). Source, a Delaware corporation specializing in staffing services for information technology, accounting, finance, and engineering, was merged into Romac. Romac intends to continue utilizing Source's assets for these same staffing services.
Key Financial Metrics and Transaction Details
The filing details the terms of the merger rather than providing standalone financial performance metrics for the reporting period.
- Exchange Ratio: Each share of Source Common Stock was converted into 1.1351 shares of Romac Common Stock.
- Shares Issued: Romac issued approximately 15.6 million shares of Romac Common Stock to Source shareholders.
- Options: Outstanding Source stock options were converted into Romac options based on the merger exchange ratio.
- Financial Statements: Audited financial statements for Source and pro forma combined financial information for Romac and Source are incorporated by reference from prior filings (Source Form 10-K and Romac Form S-4) and are not restated in this document.
Material Changes
The primary material change is the acquisition of Source Services Corporation. Additionally, the composition of the Romac Board of Directors changed:
- Members of the Source Board were elected to the Romac Board.
- Director nominee D. Les Ward declined to stand for election.
- Wayne D. Emigh was substituted for a three-year term, and Karl A. Vogeler was substituted for a one-year term.
- Richard Dupont, formerly CFO of Source, entered into an employment agreement with Romac.
- David L. Dunkel and James D. Swartz continue as CEO and President/COO, respectively.
Guidance, Outlook, and Risks
The filing contains forward-looking statements regarding the integration of Source's assets and future operations. Management cautions that these statements involve risks and uncertainties, and actual results may differ materially. Romac explicitly undertakes no obligation to update or revise these forward-looking statements. No specific financial guidance or numerical outlook is provided in this text.
Investor Verification Checklist
- Verify the pro forma financial impact of the merger by reviewing Romac's Form S-4 (File No. 333-48237).
- Review Source's audited financial statements filed in its Form 10-K (File No. 0-21027) dated March 17, 1997.
- Confirm the final composition of the Romac Board of Directors following the substitution of nominees.
- Assess the dilution impact of the 15.6 million new shares issued to Source shareholders.