8-K: Current report filing
Published on February 22, 1999
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 10, 1999
KORN/FERRY INTERNATIONAL
(Exact name of registrant as specified in its charter)
1800 Century Park East, Suite 900, Los Angeles, California 90067
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 552-1834
NOT APPLICABLE.
(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS
On February 10, 1999, the Securities and Exchange Commission (the
"Commission") declared effective the Registrant's Registration Statement on Form
S-1 (File No. 333-61697) (the "Registration Statement") relating to the public
offering of up to 13,512,500 shares of the Registrant's Common Stock, par value
$.01 per share (the "Common Stock").
The Registrant's Amended and Restated Articles of Incorporation became
effective simultaneously with their filing with the California Secretary of
State on February 10, 1999. The public offering commenced on February 10, 1999
upon the execution of an Underwriting Agreement dated as of February 10, 1999 by
and among the Registrant, the Selling Shareholders named therein, and Credit
Suisse First Boston Corporation, Donaldson, Lufkin & Jenrette Securities
Corporation, Paine Webber Incorporated, as representatives of the several
underwriters named therein. The Registrant's Amended and Restated Bylaws became
effective upon commencement of the public offering. The Registrant's Common
Stock began trading on the New York Stock Exchange on February 11, 1999 under
the symbol "KFY".
On February 17, 1999 the Registrant completed the public offering at
$14.00 per share of an aggregate of 11,823,392 shares of common stock (9,962,332
shares offered by the Registrant and 1,861,060 shares offered by selling
shareholders) resulting in net proceeds (after deducting underwriting discounts
and other expenses payable by the Company) of $130,755,607.50 to the Registrant
and $24,426,412.50 to the selling shareholders.
On February 12, 1999 the Registrant entered into a $50 million credit
facility with Mellon Bank, N.A. and bank of America National Trust and Savings
Association that replaced the Registrant's existing line of credit. The new
credit facility is a three year, unsecured revolving credit facility and
includes a standby letter of credit subfacility. Interest rates on borrowings
under the credit facility are based on floating rate indices plus an applicable
margin. Immediately upon entering into this new credit facility, the Registrant
borrowed $14.4 million under the revolving credit portion of the facility.
ITEM 7. EXHIBITS
The following exhibits are filed with this Current Report on Form 8-K.
Exhibit Description
Number
3.1 Amended and Restated Articles of Incorporation
3.2 Amended and Restated Bylaws
10.1 Credit Agreement dated as of February 12, 1999 by and among the
Registrant, the lenders named therein, Mellon Bank, N.A. and
Bank of America National Trust and Savings Association, as issuing
banks, and Mellon Bank, N.A., as agent for the lenders
10.2 Additional Redemption Agreement
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.
KORN/FERRY INTERNATIONAL
By: /s/ Elizabeth S.C.S. Murray
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Elizabeth S.C.S. Murray
Chief Financial Officer
Date: February 19, 1999