8-K: Current report filing
Published on July 13, 1998
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) June 29, 1998
BARRETT BUSINESS SERVICES, INC.
(Exact name of registrant as specified in its charter)
Maryland 0-21886 52-0812977
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
4724 SW Macadam Avenue, Portland, Oregon 97201
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (503) 220-0988
Item 5. Other Events
On June 29, 1998, the registrant acquired the outstanding capital
stock of Western Industrial Management, Inc., and of a related company, Catch
55, Inc., each a California corporation (together, "WIMI"). The acquisition
involved the merger of WIMI with and into the registrant, as a result of which
the former shareholders of WIMI received a total of 894,642 shares of the
registrant's common stock, including 10,497 shares issued in exchange for real
property consisting of an office condominium in which WIMI's main office is
located. A dissenting WIMI shareholder received cash paid out of the
registrant's liquid funds in the amount of $519,095, based on a value of $11.375
per share of the registrant's common stock. The registrant also paid certain
professional fees owed by WIMI in connection with the merger transaction
totaling approximately $425,000 out of the registrant's liquid funds.
The terms of the acquisition, set forth in an Acquisition and Merger
Agreement dated June 29, 1998, were determined by arm's length negotiation
between the parties. The merger will be accounted for as a pooling-of-interests
and will be treated as a tax-free reorganization within the meaning of Section
368(a) of the Internal Revenue Code.
One of the former shareholders of WIMI, Keith N. Rentschler, has
entered into an employment agreement with the registrant terminable upon notice
by either party pursuant to which he has been appointed Area Vice President for
the registrant's Southern California market area. Each of the former WIMI
shareholders has also entered into a noncompetition agreement with the
registrant, effective until four years after the later of the consummation of
the acquisition transaction and termination of employment with the registrant.
WIMI, a privately-held staffing service company headquartered in San
Bernardino, California, had 1997 revenues of approximately $24.5 million. WIMI's
six offices will be operated in conjunction with the registrant's five other
branch offices Southern California market area.
Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits.
(a) Financial Statements of Businesses Acquired. Not required.
(b) Pro Forma Financial Information. Not required.
(c) Exhibits
Exhibit 2 Acquisition and Merger Agreement dated June 29,
1998, among Barrett Business Services, Inc.,
Western Industrial Management, Inc., Catch 55,
Inc., the Shareholders of Western Industrial
Management, Inc., and Catch 55, Inc., Richard K.
Rentschler, and the Rentschler Family Trust.
Exhibit 99 News Release of Barrett Business Services, Inc.,
dated June 29, 1998.
SIGNATURE
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 thereunto duly authorized.
DATED: July 10, 1998 BARRETT BUSINESS SERVICES, INC.
By:/s/ Michael D. Mulholland
Michael D. Mulholland
Vice President - Finance