Business Context and Reporting Period
This Form 8-K Current Report was filed by Romac International, Inc. (not Kforce Inc.) on September 5, 1997, regarding an event occurring on that same date. The registrant is a Florida corporation headquartered in Tampa.
Key Financial Metrics and Transaction Details
- Transaction Type: Acquisition of 100% of the outstanding capital stock of Uni*Quality System Solutions, Inc. ("UQ Solutions").
- Target Business: UQ Solutions is an Illinois corporation providing information technology personnel on a contract basis.
- Purchase Price: Approximately $19.6 million.
- Pricing Adjustments: The price is subject to adjustment based on the attainment of certain operating results and includes indemnity obligations.
- Financing: Funded via proceeds from Romac's secondary public offering, which had been held in short-term government securities since May 1996.
- Financial Statements: Historical financial statements for UQ Solutions and pro forma financial information are not included in this filing as they are deemed impracticable to provide at this time.
Material Changes
The primary material change is the expansion of Romac's operations through the acquisition of UQ Solutions. This represents a significant capital deployment of approximately $19.6 million to enter or expand within the IT contract staffing sector.
Outlook, Risks, and Contingencies
- Contingencies: The final purchase price is contingent upon future operating results of the acquired entity.
- Regulatory Filings: Romac intends to file the required financial statements of the acquired business and pro forma financial information within 60 days of this filing.
- Legal Reference: The transaction details are subject to the actual provisions of the Stock Purchase Agreement (Exhibit 2.1).
Investor Verification Checklist
- Verify the final purchase price once operating result adjustments are calculated.
- Review the upcoming 60-day filing for UQ Solutions' historical financial statements and pro forma impact on Romac's balance sheet.
- Examine the Stock Purchase Agreement (Exhibit 2.1) for specific indemnity obligations and performance milestones.
- Confirm the impact of this acquisition on Romac's liquidity given the use of secondary offering proceeds.