-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HugbhbAoVVzIgm2Hs006+hFmBTPAqcJvJYHckreY/uLw68nq8vNwXiWsnXh1p/xc 6CaY67xTGT9AY9VSp3uYmg== 0000908834-05-000307.txt : 20050420 0000908834-05-000307.hdr.sgml : 20050420 20050420172141 ACCESSION NUMBER: 0000908834-05-000307 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050419 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050420 DATE AS OF CHANGE: 20050420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMFORCE CORP CENTRAL INDEX KEY: 0000006814 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 362362248 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06081 FILM NUMBER: 05762676 BUSINESS ADDRESS: STREET 1: 415 CROSSWAYS PARK DRIVE STREET 2: P O BOX 9006 CITY: WOODBURY STATE: NY ZIP: 11797 BUSINESS PHONE: 5164373300 MAIL ADDRESS: STREET 1: 415 CROSSWAYS PARK DRIVE STREET 2: P O BOX 9006 CITY: WOODBURY STATE: NY ZIP: 11797 FORMER COMPANY: FORMER CONFORMED NAME: LORI CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: APECO CORP DATE OF NAME CHANGE: 19850814 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN PHOTOCOPY EQUIPMENT CO DATE OF NAME CHANGE: 19710516 8-K 1 com_8k0419.txt FORM 8-K 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): April 20, 2005 (April 19, 2005) COMFORCE Corporation (Exact name of registrant as specified in its charter)
Delaware 1-6081 36-2262248 -------- ------ ---------- (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.)
415 Crossways Park Drive, P.O. Box 9006, Woodbury, New York 11797 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (516) 437-3300 -------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 7.01. Regulation FD Disclosure On April 19, 2005, COMFORCE Corporation issued a press release announcing its repurchase of $6.0 million principal amount of its 12% Senior Notes due December 1, 2007. A copy of the press release is attached as Exhibit 99.1 hereto. The Information contained in this Current Report shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such a filing. Item 9.01. Financial Statements and Exhibits (c) Exhibits 99.1 Press release issued April 19, 2005. 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. COMFORCE Corporation By: /s/ Harry V. Maccarrone ------------------------- Harry V. Maccarrone Executive Vice President and Chief Financial Officer Dated: April 20, 2005 EXHIBIT INDEX Item Description 99.1 Press release issued April 19, 2005 2 EX-99.1 2 ex99-1_0419.txt PRESS RELEASE EXHIBIT 99.1 FINANCIAL RELATIONS BOARD FOR FURTHER INFORMATION: AT THE COMPANY: AT FINANCIAL RELATIONS BOARD - -------------- ------------------------------------------- Bob Ende General Info: Marilynn Meek (212) 827-3773 Senior Vice President Investor Info: Susan Garland (212) 827-3775 of Finance COMFORCE Corporation (516) 437-3300 bende@comforce.com - ------------------ COMFORCE CORPORATION ANNOUNCES REPURCHASE OF $6.0 MILLION PRINCIPAL AMOUNT OF SENIOR NOTES Woodbury, NY - April 19, 2005 - COMFORCE Corporation (ASE: CFS), a leading provider of specialty staffing, consulting and outsourcing services, today announced it has successfully repurchased $6.0 million principal amount of its 12% Senior Notes for consideration of $6.1 million, using available funds under its bank credit facility. Including this most recent repurchase since June 30, 2000, the Company has re duced its public debt from $138.8 million to $58.4 million. This has enabled the Company to reduce its annual interest expense by approximately $9.0 million. John Fanning, Chairman and Chief Executive Officer of COMFORCE Corporation, commented, "We are most pleased to announce the recent repurchase. It has enabled us to further reduce our interest expense and strengthen our balance sheet. We are committed to improving the capital structure of COMFORCE and we will continue to explore additional ways to improve our balance sheet and cash flow." About COMFORCE COMFORCE Corporation provides specialty staffing, consulting and outsourcing services primarily to Fortune 500 companies. The Company operates in three business segments - Human Capital Management Services, Staff Augmentation, and Financial Outsourcing Services. The Human Capital Management Services segment provides consulting services for managing the contingent workforce through its PRO Unlimited subsidiary. The Staff Augmentation segment provides Healthcare Support Services, including RightSourcing Vendor Management Services and Nurse Staffing Services, Sarbanes-Oxley Specialists, Technical Services, Information Technology (IT), Telecom, and Other Staffing Services. The Financial Outsourcing Services segment provides payroll, funding and outsourcing services to independent consulting and staffing companies. COMFORCE has thirty-six (36) offices nationwide. To view the Company's web page visit http://www.comforce.com Various statements made in this release concerning the Company's expectations are forward looking statements. The Company may be unable to realize its objectives due to various important factors, including, but not limited to: the loss of key customers, weakness in job growth, a reduction in corporate or government spending, adverse economic conditions generally or in key industries served by the Company, or a reduction in the demand for outsourcing services generally which could heighten competition among staffing companies and negatively impact revenues and margins; the Company's significant leverage may leave it with a diminished ability to obtain additional financing for working capital, capital expenditures or acquisitions, for retiring higher interest rate debt or for otherwise improving the Company's competitiveness and capital structure or expanding its operations; and the heightened standards under which the Company must evaluate annually the retention of goodwill on its books and create a greater likelihood that the Company will be required to write-off goodwill in future periods (in addition to the write-offs of $71.6 million in 2002 and $24.5 million in 2003), which could have a material adverse impact on its financial condition and results of operations. Additional important factors are described under "Forward Looking Statements" in Part II, Item 7 of the Company's 10-K for the year ended December 26, 2004 and under "Risk Factors" in the S-8 of the Company filed with the SEC on April 24, 2003 (Registration No. 333-104730). These disclosures may be accessed through the SEC's web site at "www.sec.gov" and will be forwarded free of charge upon request made to Linda Annicelli, VP of Administration, at COMFORCE Corporation, 415 Crossways Park Drive, P.O. Box 9006, Woodbury, New York 11797, telephone 516-437-3300. # # # -----END PRIVACY-ENHANCED MESSAGE-----