FilingIndex
8-K/AThe DealStrategic

Acquisition / Disposition

Filed Jun 21, 2021 · 5y ago · Accession 0000055135-21-000013

Plain English

Material event — a significant development the company must disclose promptly.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 8-K/A   CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act 1934     Date of Report (Date of earliest event reported): June 21, 2021 (April 5, 2021)     KELLY SERVICES, INC. --------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 0-1088 38-1510762 (State or other  (Commission (IRS Employer jurisdiction of  File Number) Identification incorporation)    Number) 999 West Big Beaver Road , Troy , Michigan 48084 ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code)   ( 248 ) 362-4444 ---------------------------------------------------------------------- (Registrant's telephone number, including area code)    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)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbols Name of each exchange on which registered Class A Common KELYA NASDAQ Global Market Class B Common KELYB NASDAQ Global Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 1 Item 2.01    Completion of Acquisition or Disposition of Assets. On April 6, 2021, Kelly Services, Inc., a Delaware corporation (the “Company”), filed with the U.S. Securities and Exchange Commission (“SEC”) a Current Report on Form 8-K (the “Initial Report”) to announce the completion of the Company’s acquisition of Softworld, Inc., a Massachusetts corporation (“Softworld”). This Current Report on Form 8-K/A amends the Initial Report to include the historical financial statements and pro forma financial information required by Item 9.01 of Form 8-K that were previously omitted from the Initial Report as permitted by Item 9.01(a)(4). The pro forma financial information included in this Current Report on Form 8-K/A has been presented for informational purposes only and is not necessarily indicative of the combined financial position or results of operations that would have been realized had the acquisition of Softworld occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the Company will experience after the acquisition. Item 9.01    Financial Statements and Exhibits. (a)    Financial statements of business acquired. The historical audited balance sheet of Softworld as of December 27, 2020, the related statement of income, statement of changes in retained earnings, and statement of cash flows for the year ended December 27, 2020, the accompanying notes thereto, and the related Report of Independent Registered Public Accounting Firm thereon dated June 16, 2021, are incorporated by reference as Exhibit 99.1 hereto. (b)    Pro forma financial information. The unaudited pro forma condensed combined financial information of the Company, giving effect to the acquisition of Softworld, which includes the unaudited pro forma condensed combined balance sheet as of January 3, 2021, the unaudited pro forma combined statement of earnings for the year ended January 3, 2021 and the related notes, is filed herewith as Exhibit 99.2 and included by reference herein. (c)     Exhibits Exhibit No. Description 23.1 Consent of Miller Wachman LLP, independent registered public accounting firm for Softworld. 99.1 The audited balance sheet of Softworld as of December 27, 2020, the related statement of income, statement of changes in retained earnings, and statement of cash flows for the year ended December 27, 2020 and the related notes. 99.2 The unaudited pro forma condensed combined financial information of the Company, giving effect to the acquisition of Softworld, which includes the unaudited pro forma condensed combined balance sheet as of January 3, 2021, the unaudited pro forma combined statement of earnings for the year ended January 3, 2021 and the related notes. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2 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.       KELLY SERVICES, INC. June 21, 2021                   /s/ Olivier G. Thirot Olivier G. Thirot   Executive Vice President and Chief Financial Officer (Principal Financial Officer)              June 21, 2021           /s/ Laura S. Lockhart Laura S. Lockhart  Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer) 3
Filing details
Ticker
KELYB
CIK
55135
Form type
8-K/A
Filing date
Jun 21, 2021
Report date
Jun 21, 2021
Document
kelya-20210621.htm
Size
4.0 MB