-----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, CyADh7GymeRTwbu92NPf1HI04m14zkv0vPHHLRotLg+K15y7VD3fNQTNZr7JolGi MT9iUC2eltVgaSXPnM4PKA== /in/edgar/work/20001103/0000950144-00-012923/0000950144-00-012923.txt : 20001106 0000950144-00-012923.hdr.sgml : 20001106 ACCESSION NUMBER: 0000950144-00-012923 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001024 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KFORCE COM INC CENTRAL INDEX KEY: 0000930420 STANDARD INDUSTRIAL CLASSIFICATION: [7363 ] IRS NUMBER: 593264661 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-26058 FILM NUMBER: 753225 BUSINESS ADDRESS: STREET 1: 120 W HYDE PARK PL STREET 2: SUITE 150 CITY: TAMPA STATE: FL ZIP: 33606 BUSINESS PHONE: 8132297600 MAIL ADDRESS: STREET 1: 120 W HYDE PARK PLACE STREET 2: SUITE 150 CITY: TAMPA STATE: FL ZIP: 33606 FORMER COMPANY: FORMER CONFORMED NAME: ROMAC INTERNATIONAL INC DATE OF NAME CHANGE: 19950502 8-K 1 g65003e8-k.txt KFORCE.COM, INC. 1 =============================================================================== 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): October 24, 2000 KFORCE.COM, INC. ---------------- Florida 0-26058 59-3264661 ------- ------- ---------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 120 West Hyde Park Place, Suite 150, Tampa, Florida 33606 --------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (813) 251-1700 ---------------- ------------------------------------------------------------- (Former name or former address, if changed since last report) =============================================================================== 2 ITEM 5. OTHER EVENTS On October 24, 2000, the Board of Directors of kforce.com, Inc. (the "Company") authorized an amendment to its Rights Agreement between the Company and State Street Bank and Trust Company as Rights Agent, dated as of October 28, 1998 (the "Rights Agreement"), in the form of an Amendment to Rights Agreement dated as of October 24, 2000 (the "Amendment"). The Board of Directors approved the Amendment to (i) revise the definition of "Acquiring Person" in the Rights Agreement to exclude from such definition a person who inadvertently would otherwise become an Acquiring Person due to the acquisition of common stock by the Company unless such person then acquired additional shares totaling 1% or more of the Company's common stock, and (ii) delete a sentence in the Redemption and Termination section of the Rights Agreement to clarify such section. This summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment which is incorporated by reference into this report. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. 4.1 Amendment to Rights Agreement dated as of October 24, 2000. 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 hereunto duly authorized. KFORCE.COM, INC. (Registrant) By: /s/ David L. Dunkel ------------------------------------- David L. Dunkel President and Chief Executive Officer Date: November 3, 2000 EX-4.1 2 g65003ex4-1.txt AMENDMENT TO RIGHTS AGREEMENT DATED 10/24/00 1 Exhibit 4.1 AMENDMENT TO RIGHTS AGREEMENT This Amendment to Rights Agreement, dated as of October 24, 2000 (this "Amendment"), is entered into by and between Romac International, Inc. (n/k/a kforce.com, Inc.), a Florida corporation (the "Company"), and State Street Bank and Trust Company, a Massachusetts trust company (the "Rights Agent"). BACKGROUND The Company and the Rights Agent entered into a Rights Agreement, dated as of October 28, 1998 (the "Rights Agreement") for the purposes and on the terms and conditions set forth in the Rights Agreement. The Company and the Rights Agent now desire to amend certain provisions of the Rights Agreement as set forth below. Except as otherwise indicated in this Amendment, capitalized terms used in this Amendment are defined in the Rights Agreement. Accordingly, in consideration of the premises and the mutual agreements set forth in this Amendment, the parties agree as follows: TERMS 1. AMENDMENTS. A. Section 1. The second sentence of Section 1(a) of the Rights Agreement is deleted in its entirety and is replaced with: Notwithstanding the foregoing, (i) no Person shall become an "Acquiring Person" as a result of an acquisition of Common Stock by the Company which, by reducing the aggregate number of shares of Common Stock outstanding, increases the percentage of the total number of shares of Common Stock outstanding which are beneficially owned by such Person to 15% or more; provided however, that if a Person shall become the Beneficial Owner of 15% or more of the Common Stock then outstanding by reason of purchases of Common Stock by the Company and such Person shall, after such share purchases by the Company, become the Beneficial Owner of additional shares of Common Stock totaling 1% or more of the shares of Common Stock then outstanding, then such Person shall constitute an "Acquiring Person" and (ii) if the Board of Directors of the Company 2 determines in good faith that a Person who would otherwise be an Acquiring Person, as defined pursuant to the foregoing provisions of this paragraph (a), has become such inadvertently and in good faith, and, if requested by the Board of Directors, such Person agrees to divest himself of a sufficient number of shares of Common Stock so that such Person would no longer be an Acquiring Person, as defined pursuant to the foregoing provisions of this paragraph (a), then such Person shall not be deemed to be an "Acquiring Person" for any purposes of this Agreement. B. Section 23. The second sentence of Section 23(a) of the Rights Agreement is deleted in its entirety. 2. COUNTERPARTS AND FACSIMILE SIGNATURES. This Amendment may be executed in any number of counterparts, each of which shall be an original but together shall constitute one and the same instrument. Facsimile signatures shall have the same effect as original signatures. 3. FULL FORCE AND EFFECT. Except as hereby amended, the Rights Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date written above. ROMAC INTERNATIONAL, INC. (N/K/A KFORCE.COM, INC.) By: /s/ DAVID L. DUNKEL ------------------------------------------ David L. Dunkel President and Chief Executive Officer STATE STREET BANK AND TRUST COMPANY, AS RIGHTS AGENT By: /s/ CHARLIE V. ROSSI ------------------------------------------ Charlie V. Rossi Vice President -----END PRIVACY-ENHANCED MESSAGE-----