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 6, 2004
HALL, KINION & ASSOCIATES, INC.
(Exact Name of Registrant as Specified in its Charter)
| DELAWARE | 000-22869 | 77-0337705 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
75 ROWLAND WAY
SUITE 200
NOVATO, CALIFORNIA 94945
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (415) 895-2200
Item 5.
On April 6, 2004, Kforce Inc. (NASDAQ: KFRC) and Hall, Kinion & Associates, Inc. (NASDAQ: HAKI), professional staffing firms, today jointly announced that they have executed an Amended and Restated Agreement and Plan of Merger that modifies the terms of the previously announced proposed merger. Also, effective immediately, Kforce will assume operating management of Hall Kinion® under a management agreement. The transaction is expected to close in the second quarter of 2004. A copy of the Company’s press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.
Item 7. Financial Statements, Pro Forma and Exhibits.
(c) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release issued April 6, 2004 announcing the Kforce and Hall Kinion merger to proceed under revised terms. | |
| 99.2 | Press Release issued April 6, 2004 announcing expectations for the first quarter of 2004. | |
Item 12. Results of Operations and Financial Condition.
On April 6, 2004, Hall, Kinion & Associates, Inc Hall, Kinion & Associates, Inc. (NASDAQ: HAKI) today commented on operating results for first quarter of 2004. A copy of the Company’s press release is attached as Exhibit 99.2 hereto and incorporated by reference herein.
The information in this report shall be deemed incorporated by reference into any registration statement heretofore or hereafter filed under the Securities Act of 1933, as amended, except to the extent that such information is superceded by information as of a subsequent date that is included in or incorporated by reference into such registration statement. The information in this report shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.
The press release attached as an exhibit to this report includes “safe harbor” language pursuant to the Private Securities Litigation Reform Act of 1995, as amended, indicating that certain statements contained in the press release are “forward-looking” rather than “historic.” The Company disclaims any obligation to update forward-looking statements contained in the press release. The press release also states that a more thorough discussion of certain factors which may affect the Company’s operating results is included in the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 28, 2003 and other filings made with the Securities and Exchange Commission which are on file with the Securities and Exchange Commission and available at the Securities and Exchange Commission’s web site (http://www.sec.gov).
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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 hereunto duly authorized.
| Dated as of April 6, 2004 | ||
| HALL, KINION & ASSOCIATES, INC. | ||
| By: |
/s/ Martin Kropelnicki | |
| Martin Kropelnicki | ||
| Vice President and Chief Financial Officer | ||
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EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release issued April 6, 2004 announcing the Kforce and Hall Kinion merger to proceed under revised terms. | |
| 99.2 | Press Release issued April 6, 2004 announcing expectations for the first quarter of 2004. | |
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