-----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, Idn324qev/rPHt8OsqGTZhqgUeJsVW/EaD333/vFuz+VIPvxLzQm6PrSPLN0oMXx vXLU5BCaIHwBVjgJEAGKpw== 0000950144-00-014748.txt : 20001208 0000950144-00-014748.hdr.sgml : 20001208 ACCESSION NUMBER: 0000950144-00-014748 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001207 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KFORCE COM INC CENTRAL INDEX KEY: 0000930420 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 593264661 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: SEC FILE NUMBER: 005-47829 FILM NUMBER: 784938 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KFORCE COM INC CENTRAL INDEX KEY: 0000930420 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 593264661 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A 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 SC TO-I/A 1 g64977a3scto-ia.txt KFORCE.COM, INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ SCHEDULE TO (RULE 14D-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3)* kforce.com, Inc. ---------------------------------- (Name of Subject Company (Issuer)) kforce.com, Inc. (ISSUER) -------------------------------------------- (Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person)) COMMON STOCK, PAR VALUE $.01 PER SHARE -------------------------------------- (Title of Class of Securities) 775835101 ------------------------------------- (CUSIP Number of Class of Securities) William L. Sanders Chief Financial Officer kforce.com, Inc. 120 West Hyde Park Place Suite 150 Tampa, Florida 33606 (813) 251-1700 ----------------------------------------------------------------------------- (Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) Copy to: Michael L. Jamieson, Esq. Robert J. Grammig, Esq. Holland & Knight LLP 400 North Ashley Drive Suite 2300 Tampa, Florida 33602 (813) 227-8500 CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- Transaction Valuation* Amount of Filing Fee - -------------------------------------------------------------------------------- $55,000,000 $11,000 - -------------------------------------------------------------------------------- *Calculated solely for the purpose of determining the amount of the filing fee, based upon the purchase of 10,000,000 shares of common stock, par value $.01 per share, at the maximum tender offer price of $5.50 per share. [X} Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $11,000 Filing Party: kforce.com, Inc. -------------------- ------------------ Amendment No. 1 Form or Registration No.: to Schedule TO Dated Filed: November 6, 2000 ------------------ ------------------- [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transaction to which the statement relates: [ ] third-party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] 2 This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO, as previously amended and supplemented, originally filed with the Securities and Exchange Commission on November 6, 2000 (the "Schedule TO"), by kforce.com, Inc., a Florida corporation. The Schedule TO relates to the offer by kforce to purchase 10,000,000 shares, or such lesser number of shares as are properly tendered and not properly withdrawn, of its common stock, par value $.01 per share, including the associated common stock purchase rights issued under the Rights Agreement, dated as of October 28, 1998, as amended, between kforce.com, Inc. and State Street Bank and Trust Company, as Rights Agent, at prices not greater than $5.50 nor less than $4.75 per share, net to the seller in cash, without interest, as specified by shareholders tendering their shares, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 6, 2000, and in the related Letter of Transmittal, which, as amended and supplemented from time to time, together constitute the tender offer. Unless the context otherwise requires, all references to shares shall include the associated common stock purchase rights. Copies of the Offer to Purchase and the related Letter of Transmittal were previously filed on Amendment No. 1 to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. The information in the Offer to Purchase and the related Letter of Transmittal is incorporated in this Amendment No. 3 to the Schedule TO by reference to all of the applicable items in the Schedule TO. ITEM 11. ADDITIONAL INFORMATION Item 11 to Schedule TO is hereby amended and supplemented by adding the following language: On December 6, 2000, kforce.com, Inc. issued a press release announcing the preliminary results of its self tender offer, which expired on December 5, 2000. The press release is included herein as Exhibit (a)(5)(C) and incorporated herein by reference. ITEM 12. EXHIBIT (a)(5)(C) Press Release, dated December 6, 2000 1 3 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. kforce.com, Inc. By: /s/ William L. Sanders -------------------------- Name: William L. Sanders ------------------------ Title: Chief Financial Officer ----------------------- Dated: December 7, 2000 2 4 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- (a)(1)(A) Offer to Purchase, dated November 6, 2000 ** (a)(1)(B) Letter of Transmittal ** (a)(1)(C) Notice of Guaranteed Delivery ** (a)(1)(D) Letter to brokers, dealers, commercial banks, trust companies and other nominees, dated November 6, 2000 ** (a)(1)(E) Letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees ** (a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 ** (a)(1)(G) Summary Advertisement, dated November 6, 2000 ** (a)(1)(H) Letter to Participants in the 401(k) Retirement Savings Plan ** (a)(2)-(4) Not applicable (a)(5)(A) Press Release, dated November 6, 2000 * (a)(5)(B) Letter to Shareholders from the Chairman of the Board and Chief Executive Officer of kforce.com, Inc., dated November 6, 2000 ** (a)(5)(C) Press Release, dated December 6, 2000 (b) Bank of America, N.A. $90 million Credit Facility, dated November 3, 2000 ** (d) Not applicable (g) Not applicable (h) Not applicable * Previously filed on Schedule TO ** Previously filed on Amendment No. 1 to Schedule TO 3 EX-99.(A)(5)(C) 2 g64977a3ex99-a5c.txt DECEMBER 6, 2000 PRESS RELEASE 1 EXHIBIT (a)(5)(C) kforce.com ANNOUNCES PRELIMINARY RESULTS OF SELF-TENDER OFFER Tampa, FL (December 6, 2000) - kforce.com, Inc. (Nasdaq: KFRC), a full-service, web-based specialty staffing firm providing flexible and permanent hiring solutions, today announced the preliminary results of its self-tender offer, which expired on December 5, 2000. Based on a preliminary count by the depositary for the tender offer, approximately 13,391,541 shares of common stock (including approximately 2,216,231 shares tendered through notice of guaranteed delivery), were properly tendered and not properly withdrawn at prices at or below $5.50 per share. kforce expects to purchase approximately 10,000,000 shares at a purchase price of $5.50 per share pursuant to the terms of the self-tender. Both the number of shares expected to be purchased and the price per share are preliminary and are subject to verification by the depositary. The actual number of shares to be purchased and the actual price per share will be announced promptly following completion of the verification process. kforce will pay for all shares purchased promptly following that time. kforce commenced the tender offer on November 6, 2000, when if offered to purchase up to 10,000,000 shares of its common stock at a price between $4.75 and $5.50 per share net to the seller in cash, without interest. As of December 5, 2000, kforce had approximately 42,155,869 shares issued and outstanding. As a result of the completion of the tender offer, kforce expects to have approximately 32,155,869 shares outstanding. The Dealer Manager for the tender offer is Banc of America Securities LLC and the information agent is D.F. King & Co., Inc. kforce.com (Nasdaq: KFRC) is a full-service, web-enabled specialty staffing firm providing flexible and permanent staffing solutions for organizations and career management for individuals in the specialty skill areas of information technology, finance & accounting, human resources, engineering, pharmaceutical, health care, legal, scientific, e-business consulting and insurance and investments. Backed by nearly 2,000 recruiting specialists, kforce operates in more than 40 markets in North America. For more information, please visit the web site at www.kforce.com. -----END PRIVACY-ENHANCED MESSAGE-----