-----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, KvF/X3QWtdzNmnqHhfd9bwzC93Vmi/OcEfUt/ndMwcehaI0QdWraqDz8oUHDcnmw CabJoeDJi+i6SDPvnI+tgw== 0000912057-02-006405.txt : 20020414 0000912057-02-006405.hdr.sgml : 20020414 ACCESSION NUMBER: 0000912057-02-006405 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020214 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOURCECORP INC CENTRAL INDEX KEY: 0000936931 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 752560895 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27444 FILM NUMBER: 02550299 BUSINESS ADDRESS: STREET 1: 3232 MCKINNEY AVE STREET 2: STE 900 CITY: DALLAS STATE: TX ZIP: 75204 BUSINESS PHONE: 2149537555 MAIL ADDRESS: STREET 1: 3232 MCKINNEY AVE STREET 2: STE 900 CITY: DALLAS STATE: TX ZIP: 75204 FORMER COMPANY: FORMER CONFORMED NAME: FYI INC DATE OF NAME CHANGE: 19951026 8-K 1 a2070805z8-k.txt 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): FEBRUARY 14, 2002 SOURCECORP, INCORPORATED (Exact name of registrant as specified in its charter) DELAWARE 0-27444 75-2560895 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 3232 MCKINNEY AVENUE SUITE 1000 DALLAS, TEXAS 75204 (Address of principal executive offices) (214) 740-6500 (Registrant's Telephone Number) F.Y.I. INCORPORATED (Former name or former address, if changed since last report) Item 5. Other Events. On February 14, 2002, the Registrant announced the change of its corporate name from F.Y.I. Incorporated to SOURCECORP, Incorporated and the change of its trading or ticker symbol on the Nasdaq Stock Market to SRCP. A copy of the press release announcing these changes is filed as Exhibit 99.1 to this Form 8-K. A copy of the Certificate of Ownership and Merger pursuant to which the name change was effected under Delaware law is filed as Exhibit 99.2 to this Form 8-K. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. 99.1 Press Release issued by the Registrant on February 14, 2002. 99.2 Certificate of Ownership and Merger filed with the Secretary of State of Delaware effective February 14, 2002 merging SourceCorp Incorporated with and into the Registrant and changing the name of the Registrant to SOURCECORP, Incorporated. -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: February 14, 2002 SOURCECORP, INCORPORATED (formerly F.Y.I. Incorporated) By: /s/ Ed H. Bowman, Jr. -------------------------- Ed H. Bowman, Jr. President and Chief Executive Officer -3- INDEX TO EXHIBITS
Item Number Description - ------ ----------- 99.1 Press Release issued by the Registrant on February 14, 2002. 99.2 Certificate of Ownership and Merger filed with the Secretary of State of Delaware effective February 14, 2002 merging SourceCorp Incorporated with and into the Registrant and changing the name of the Registrant to SOURCECORP, Incorporated.
-4- EX-99.1 3 a2070805zex-99_1.txt EXHIBIT 99.1 EXHIBIT 99.1 PRESS RELEASE DATED FEBRUARY 14, 2002 [F.Y.I. INCORPORATED LOGO] [SOURCECORP LOGO] F.Y.I. INCORPORATED IS NOW SOURCECORP-TM- DALLAS, February 14, 2002 -- F.Y.I. Incorporated (Nasdaq: FYII), one of the nation's leading providers of business process outsourcing solutions, today announced that the Company has completed its name change to SOURCECORP-TM-. The Company had previously announced this name change, while in progress, on January 2, 2002. Effective immediately, the Company's common shares will continue to be traded on the Nasdaq market under the ticker symbol SRCP. The CUSIP number for the Company's common shares is 836167106. Additionally, the Company's corporate website address is now www.srcp.com. Ed H. Bowman, Jr., President and Chief Executive Officer of F.Y.I. remarked, "Our new name, SOURCECORP, will assist in communicating our strategic direction and the significant evolution that has already taken place to position the Company as a leading business process outsourcer to our customers and investors." ABOUT SOURCECORP-TM- SOURCECORP, Incorporated is a leading provider of value-added business process outsourcing solutions to clients nationwide. SOURCECORP targets information intensive, technology oriented, application driven industry segments, such as healthcare, legal, financial services and government, leveraging its expertise and experience in business processes for these and other similar business profiles. Headquartered in Dallas, the Company employs approximately 9,000 people and operates in over 40 states, Washington D.C., Puerto Rico, and Mexico. SOURCECORP is a component of both the S&P SmallCap 600 Index and the Russell 2000 Index. In June 2001, the Company was cited among the TOP 100 HOT GROWTH COMPANIES by BusinessWeek magazine. SOURCECORP has previously been recognized by Forbes magazine as one of the 200 BEST SMALL COMPANIES, based on return equity, sales growth, and EPS growth, and by FORTUNE magazine as one of AMERICA'S 100 FASTEST GROWING PUBLIC COMPANIES. For more information about SOURCECORP's solutions, including case-study examples, visit the SOURCECORP website at www.srcp.com. THE STATEMENTS IN THIS PRESS RELEASE, WHICH ARE NOT HISTORICAL FACT, ARE FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES, WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM SUCH FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS INCLUDE, BUT ARE NOT LIMITED TO, ANY FINANCIAL ESTIMATES AND PROJECTIONS INCLUDED IN THIS PRESS RELEASE AND THE COMPANY DISCLAIMS ANY INTENTION OR OBLIGATION TO UPDATE OR REVISE SUCH ESTIMATES OR FORECASTS, EXCEPT AS REQUIRED BY LAW. THE AFOREMENTIONED RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO, THE RISKS OF INTEGRATING OUR OPERATING COMPANIES, OF MANAGING OUR RAPID GROWTH, OF THE TIMING AND MAGNITUDE OF TECHNOLOGICAL ADVANCES, OF THE OCCURRENCES OF FUTURE EVENTS THAT COULD DIMINISH OUR EXISTING CUSTOMERS' NEEDS FOR OUR SERVICES, OF A CHANGE IN THE DEGREE TO WHICH COMPANIES CONTINUE TO OUTSOURCE BUSINESS PROCESSES, AS WELL AS THE RISKS DETAILED IN SOURCECORP'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING WITHOUT LIMITATION, THOSE DETAILED UNDER THE HEADING "RISK FACTORS" IN THE COMPANY'S MOST RECENT ANNUAL REPORT ON FORM 10-K. SOURCECORP DISCLAIMS ANY INTENTION OR OBLIGATION TO REVISE ANY FORWARD-LOOKING STATEMENTS, INCLUDING FINANCIAL ESTIMATES, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS, OR OTHERWISE, EXCEPT AS REQUIRED BY LAW. Contacts: Barry Edwards, EVP & Chief Financial Officer: 214.740.6690 Lon Baugh, Director, Investor Relations: 214.740.6683 -2- EX-99.2 4 a2070805zex-99_2.txt EXHIBIT 99.2 EXHIBIT 99.2 CERTIFICATE OF OWNERSHIP AND MERGER CERTIFICATE OF OWNERSHIP AND MERGER MERGING SOURCECORP INCORPORATED WITH AND INTO F.Y.I. INCORPORATED --------------------------------------------------------------------------- Pursuant to Section 253 of the General Corporation of Law of the State of Delaware --------------------------------------------------------------------------- F.Y.I. Incorporated, a Delaware corporation (the "Company"), does hereby certify to the following facts relating to the merger (the "Merger") of SourceCorp Incorporated, a Delaware corporation (the "Subsidiary"), with and into the Company, with the Company remaining the surviving corporation: FIRST: The Company is incorporated pursuant to the General Corporation Law of the State of Delaware (the "DGCL"). The Subsidiary is incorporated pursuant to the DGCL. SECOND: The Company owns all of the outstanding shares of each class of capital stock of the Subsidiary. THIRD: The Board of Directors of the Company, by the following resolutions duly adopted on January 31, 2002, determined to merge the Subsidiary with and into the Company pursuant to Section 253 of the DGCL: "APPROVAL OF THE NAME CHANGE MERGER RESOLVED, that the Board of Directors of the Company deems it advisable to change the Company's name from "F.Y.I. Incorporated" to "SOURCECORP, Incorporated" by merging SourceCorp Incorporated, a Delaware corporation wholly owned by the Company ("Subsidiary"), with and into the Company pursuant to Section 253 of the General Corporation Law of the State of Delaware (the "Merger") and hereby authorizes and approves the Merger in all respects; FURTHER RESOLVED, that by virtue of the Merger and without any action on the part of the holder thereof, each outstanding share of capital stock of the Company (of any class or series) shall remain outstanding and in all respects shall be unaffected, held by the person who was the holder of such share immediately prior to the Merger, and such holders shall not receive cash, new stock, securities or any other form of consideration as a result of the Merger; FURTHER RESOLVED, that by virtue of the Merger and without any action on the part of the holder thereof, each then outstanding share of capital stock of the Subsidiary shall be canceled and no consideration shall be issued in respect thereof; FURTHER RESOLVED, that pursuant to and at the effective time of, the Merger, the name of the Company shall be changed to "SOURCECORP, Incorporated" by deleting ARTICLE ONE of the Restated Certificate of Incorporation, as amended, of the Company and inserting in lieu thereof a new ARTICLE ONE to read as follows: 'ARTICLE ONE NAME The name of the corporation is SOURCECORP, Incorporated.' " FOURTH: The Company shall be the surviving corporation of the Merger. The name of the surviving corporation shall be amended in the Merger to be "SOURCECORP, Incorporated." FIFTH: The restated certificate of incorporation, as amended, of the Company as in effect immediately prior to the effective time of the Merger shall be amended, effective concurrently with the Merger, by deleting Article One and inserting in lieu thereof a new Article One to read "The name of the corporation is "SOURCECORP, Incorporated" and, as so further amended, shall be the certificate of incorporation of the surviving corporation. SIXTH: The effective time of the merger shall be 12:01 a.m., Delaware time, on February 14, 2002. SEVENTH: At any time before filing, this Certificate of Ownership and Merger may be amended in any manner as may be mutually agreeable to the board of directors of F.Y.I. Incorporated and SourceCorp Incorporated. EIGHTH: At any time before a Certificate of Ownership and Merger filed with the Secretary of State of Delaware becomes effective, this Certificate of Ownership and Merger may be terminated and the Merger may, subject to the rights of the parties hereunder, be abandoned by the board of directors of either F.Y.I. Incorporated or SourceCorp Incorporated. IN WITNESS WHEREOF, the Company has caused this Certificate of Ownership and Merger to be executed by its duly authorized officer this 6th day of February, 2002. F.Y.I. INCORPORATED, a Delaware corporation By: /s/ Charles S. Gilbert ----------------------------------- Charles S. Gilbert Senior Vice President, General Counsel and Secretary -2- -----END PRIVACY-ENHANCED MESSAGE-----