3//SEC Filing
COMFORCE CORP 3
Accession 0001181431-10-055260
CIK 0000006814operating
Filed
Nov 11, 7:00 PM ET
Accepted
Nov 12, 3:26 PM ET
Size
16.7 KB
Accession
0001181431-10-055260
Insider Transaction Report
Form 3
CFS Parent Corp.
10% Owner
Holdings
- 0(indirect: See Footnotes)
Common Stock
CFS Holding, LLC
10% Owner
Holdings
- 0(indirect: See Footnotes)
Common Stock
ABRY Partners VI, L.P.
10% Owner
Holdings
- 0(indirect: See Footnotes)
Common Stock
CFS Merger Sub Corp.
10% Owner
Holdings
- 0(indirect: See Footnotes)
Common Stock
ABRY VI Capital Partners, L.P.
10% Owner
Holdings
- 0(indirect: See Footnotes)
Common Stock
ABRY VI Capital Investors, LLC
10% Owner
Holdings
- 0(indirect: See Footnotes)
Common Stock
Footnotes (4)
- [F1]CFS Merger Sub Corp. ("Merger Sub") is a Delaware corporation wholly-owned by CFS Parent Corp. ("Parent"). Parent is a Delaware corporation wholly-owned by CFS Holding, LLC ("Holding"). Holding is a Delaware limited liability company wholly-owned by ABRY Partners VI, L.P. ("ABRY VI"). The general partner of ABRY VI is ABRY VI Capital Partners, L.P. ("Capital Partners"). The general partner of Capital Partners is ABRY VI Capital Investors, LLC ("Capital Investors" and, together with Capital Partners, ABRY VI, Holding, Parent and Merger Sub, the "Reporting Persons").
- [F2]On November 1, 2010, COMFORCE Corporation, a Delaware corporation (the "Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Parent and Merger Sub, providing for the merger of Merger Sub with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly-owned subsidiary of Parent. At the effective time of the Merger, each share of common stock of the Issuer issued and outstanding immediately prior to the effective time of the Merger (other than shares of common stock of the Issuer owned by (i) Parent, Merger Sub, the Issuer or any of their subsidiaries, or (ii) stockholders of the Issuer who have properly exercised and not withdrawn appraisal rights under Delaware law) will be automatically cancelled and converted into the right to receive $2.50 in cash, without interest, less any applicable withholding taxes. (Continued in Footnote 3)
- [F3]At the effective time of the Merger, each issued and outstanding share of the Issuer's Series 2003A Convertible Preferred Stock, Series 2003B Convertible Preferred Stock and Series 2004A Convertible Preferred Stock will be converted into the right to receive the amount per share of Series 2003A Convertible Preferred Stock, Series 2003B Convertible Preferred Stock and Series 2004A Convertible Preferred Stock, respectively, that represents in each such case $2.50 in cash, without interest, less any applicable withholding taxes, per share of common stock on an as-converted basis, assuming conversion of all of such preferred stock to common stock of the Issuer as of the closing date (and in each case other than shares of preferred stock owned by (i) Parent, Merger Sub, the Issuer or any of their subsidiaries, or (ii) stockholders of the Issuer who have properly exercised appraisal rights under Delaware law). (Continued in Footnote 4)
- [F4]Parent and Merger Sub (and based on the relationships described in Footnote 1, each of the Reporting Persons) may be deemed to have shared voting power of 35.8% of the outstanding common stock of the Issuer pursuant to certain Voting and Support Agreements, dated as of November 1, 2010 (the "Voting and Support Agreements"), entered into by and among Merger Sub, Parent and certain executive officers and directors of the Issuer (such executive officers and directors, the "Stockholders"). Each of the Reporting Persons expressly disclaims beneficial ownership of any shares of common stock of the Issuer covered by the Voting and Support Agreements. None of the Reporting Persons has any pecuniary interest in the shares of common stock held by the Stockholders, and each expressly disclaims beneficial ownership of any shares of common stock covered by the Voting and Support Agreements.
Documents
Issuer
COMFORCE CORP
CIK 0000006814
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000006814
Filing Metadata
- Form type
- 3
- Filed
- Nov 11, 7:00 PM ET
- Accepted
- Nov 12, 3:26 PM ET
- Size
- 16.7 KB