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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): November 3, 2003
ON-SITE SOURCING, INC.
(Exact name of registrant as specified in charter)
Delaware 0-20947 54-1648470
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
832 North Henry Street
Alexandria, Virginia 22314
(Address of Principal Executive Offices and Zip Code)
(703) 276-1123
(Registrant's telephone Number, including area code)
Not applicable
(Former name or former address, if changed since last report)
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ITEM 5. Other Events and Regulation FD Disclosure
On October 28, 2003, On-Site Sourcing Inc. ("On-Site Sourcing") signed a
letter of intent with Docuforce, LLC, a privately held company, to be acquired
in a cash transaction valued at approximately $16 Million.
Under the terms of the proposed transaction, stockholders of On-Site
Sourcing will receive $2.75 per share, subject to dollar-for-dollar adjustment
based on changes in total stockholders equity from September 30, 2003 to the
closing of the transaction. In addition, the transaction is subject to due
diligence and financial review by Docuforce, approval by On-Site Sourcing's
stockholders and Docuforce's principals, negotiation and execution of definitive
merger agreement and certain other customary conditions including certain key
executives entering into employment agreements with the acquirer. Included in
the transaction is a $350,000 break fee if On-Site Sourcing decides to end its
60-day exclusivity period with Docuforce LLC. The transaction is expected to
close on or before February 28, 2004. Given the non-binding nature of the letter
of intent to sell the company on the terms summarized herein and in the press
release, there can be no assurance that the proposed transaction will be
consummated on such terms, or at all. Security holders are urged to carefully
read the proxy statement regarding the proposed transactions when it becomes
available, because it will contain important information.
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS
This Form 8-K contains "forward-looking statements" within the meaning of the
federal securities laws. Forward looking statements are statements regarding
events or developments that On-Site Sourcing expects or anticipates will occur
in the future, such as statements about the proposed transaction to sell On-Site
Sourcing and the terms of such transaction. We have based these forward-looking
statements on management's current expectations, estimates and projections and
they are subject to a number of risks, uncertainties and assumptions that could
cause actual results to differ materially from those described in the
forward-looking statements. The following are examples of such risks,
uncertainties and assumptions: the approval of the transaction by On-Site
Sourcing's shareholders; the satisfaction of closing conditions and due
diligence, changes in market conditions and the actions of competitors.
SIGNATURE
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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.
ON-SITE SOURCING, INC.
By: /s/ Jason Parikh
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Name: Jason Parikh
Title: Chief Financial Officer and Secretary
Dated: November 3, 2003