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): February 15, 2005
SOURCECORP, INCORPORATED
(Exact name of registrant as specified in its charter)
| DELAWARE | 0-27444 | 75-2560895 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| 3232 MCKINNEY AVENUE, SUITE 1000 DALLAS, TEXAS |
75204 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (214) 740-6500
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On February 15, 2005, the Company issued a press release updating certain previously disclosed information in connection with its previous determination that its 2001, 2002, 2003 and 2004 financial statements could no longer be relied upon. The portions of that press release pertaining to those matters is deemed to have been filed as Exhibit 99.1 hereto and incorporated by reference in this Item 4.02.
The statements in this Current Report, including in this Item 4.02 as well as Item 7.01 below, that 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, the statements relating to the anticipated impact of adjustments to our restated financial statements and our ongoing investigation, any financial estimates, projections, and estimates of future contract values included in this Current Report. The aforementioned risks and uncertainties include, without limitation, the uncertainty of completing our investigation in a timely manner and the actual costs and results of such investigation, the effect of our investigation and financial statement restatement on the trading price of our stock, the risks of integrating our operating companies, of the timing and magnitude of technological advances, of the occurrences of a diminution in our existing customers’ needs for our services, of a change in the amount companies outsource business processes, of the impact to margins resulting from a change in revenue mix as well as the risks detailed in the Company’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. The Company 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.
Item 7.01. Regulation FD Disclosure.
On February 15, 2005, the Company issued a press release updating certain previously disclosed information concerning its Nasdaq listing status as well as its estimated operating earnings for the first half and second half of 2004. The portions of that press pertaining to those matters is deemed to have been furnished, but not filed, as Exhibit 99.1 hereto and incorporated by reference in this Item 7.01.
The cautionary disclosures concerning forward-looking statements set forth in Item 4.02 above are incorporated by reference in this Item 7.01.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
| EXHIBIT NUMBER |
DESCRIPTION | |
| 99.1 | Press Release dated February 15, 2005 |
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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.
| SOURCECORP, INCORPORATED | ||||
| Date: February 16, 2005 | By: | /s/ ED H. BOWMAN, JR. | ||
| Ed. H. Bowman, Jr. | ||||
| Chief Executive Officer and President | ||||
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INDEX TO EXHIBITS
| EXHIBIT NUMBER |
DESCRIPTION | |
| 99.1 | Press Release dated February 15, 2005 |
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