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): May 11, 2010
KELLY SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE | 0-1088 | 38-1510762 | ||
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
999 WEST BIG BEAVER ROAD, TROY, MICHIGAN |
48084 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (248) 362-4444
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.02 Unregistered Sales of Equity Securities.
On May 11, 2010, Kelly Services, Inc. (the Company) announced that it had sold 1,576,169 shares of the Companys Class A common stock to Temp Holdings Co. Ltd. (Temp Holdings), a leading integrated human resources services company in Japan. The shares were sold in a private transaction at $15.42 per share, which was the average of the closing prices of the Class A common stock for the five days from May 3, 2010 through May 7, 2010, and represent 4.8 percent of the outstanding Class A shares after the completion of the sale. The gross proceeds received by the Company were $24,304,526.
The private transaction and issuance of shares to Temp Holdings was an unregistered sale of securities conducted pursuant to Section 4(2) of the Securities Act of 1933 and Rule 506 of the Securities and Exchange Commission.
A copy of the press release is attached as exhibit 99.1.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the transaction described above, the Company has agreed to elect a representative of Temp Holdings, Mr. Toshio Saburi, Executive Director of Temp Holdings, as a member of the Board of Directors of the Company at the organization meeting of the Board of Directors to be held on May 12, 2010. The Company does not presently expect that Mr. Saburi will serve on any of the committees of the Companys Board of Directors.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated May 11, 2010
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SIGNATURE
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.
Date: May 12, 2010
/s/ Daniel T. Lis
Daniel T. Lis
Senior Vice President, General Counsel
and Corporate Secretary
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EXHIBIT INDEX
Exhibit No. | Description | |
99.1
|
Press Release dated May 11, 2010 |
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Exhibit 99.1
May 11, 2010
TEMP HOLDINGS AND KELLY SERVICES ANNOUNCE
STRATEGIC ALLIANCE
| Underscores the successful relationship between Temp Holdings Co., Ltd. and Kelly Services, Inc., enhancing their competitive positions in the global staffing marketplace. |
| Strengthens commitment of both companies to address the shifts in the labor market well into the future. |
| Enhances collaboration in developing industry leading workforce solutions for customers. |
| Progress towards establishing a joint strategy committee and secondment program to foster exchange of best practices, expertise sharing across both companies and enhanced cooperation. |
| Temp Holdings purchases an equity interest in Kelly Services and Kelly Services holds an equity interest in Temp Holdings. Each company will have representation on the board of directors. |
Troy, Michigan Temp Holdings Co. Ltd (TSE: 2181) and Kelly Services, Inc. (NASDAQ: KELYA) (NASDAQ: KELYB) today announced a strategic alliance arrangement to strengthen their competitive positions in the global staffing market. Temp Holdings, a leading integrated HR services company in Japan has purchased from Kelly 1,576,169 shares of Kellys Class A common stock, representing 4.8 percent of the outstanding Class A shares. The shares were purchased from Kelly in a private transaction at a price per share equal to the average of $15.42 of Kellys Class A shares for the week ending May 7, 2010. Kelly purchased an equity interest in Tempstaff in February of 2005 and, with this transaction continues to hold shares in Temp Holdings.
This strategic alliance is taken as a particularly significant step towards Temp Groups aim of being the representative HR services corporation in Asia, said Yoshiko Shinohara, President of Temp Holdings Co., Ltd. By both companies cooperating, we can better address HR challenges of client firms when addressing needs in high-potential Asian HR markets and, support a range of services of use to job seekers.
We are excited about the opportunities the strategic alliance brings both companies in meeting the global workforce needs of our customers, said Carl T. Camden, President and Chief Executive Officer of Kelly. This relationship strengthens Kellys global presence in key Asian markets, which remains a central component of our strategic growth plan, while allowing both companies to leverage one anothers business relationships and expertise.
The alliance underscores a successful relationship between both companies, and enhances their competitiveness in global markets. Both Temp Holdings and Kelly are built on firm foundations that embrace strong customer satisfaction, solid financial standing, and a commitment to creating value for shareholders. In addition, each company shares a similar operating philosophy of offering a comprehensive array of global workforce solutions to customers while providing desirable jobs for employees.
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Temp Holdings Mr. Toshio Saburi will also be named to the board of directors of Kelly Services. Toshio Saburi currently serves as Executive Director and as a Director of Temp Holdings. Carl Camden has served as a Director of Tempstaff since 2005 and will continue serving as a Director of Temp Holdings.
Mr. Saburi brings a wealth of industry experience to our board, said Terence E. Adderley, Chairman of Kelly Services. We are delighted to welcome Toshio to our board of directors and look forward to Toshios valuable contributions.
About Temp Holdings
Since establishment of Tempstaff Co., Ltd. in 1973, the firm has developed into an integrated HR services provider supporting: contingent labor (temps), placement, outsourcing and outplacement support. Aiming to be the representative HR service provider in Asia, in October 2008 the joint stock holding company Temp Holdings Co., Ltd. was established (HQ: Shibuya-ku, Tokyo JAPAN; President Yoshiko Shinohara) and listed on the 1st Section of the Tokyo Stock Exchange (TSE: 2181). In FY March 2010 sales were JPY 224,613 million. Visit http://www.temp-holdings.co.jp/english/
About Kelly Services
Kelly Services, Inc. (NASDAQ: KELYA) (NASDAQ: KELYB) is a leader in providing workforce solutions. Kelly offers a comprehensive array of outsourcing and consulting services as well as world-class staffing on a temporary, temporary-to-hire and direct-hire basis. Serving clients around the globe, Kelly provides employment to 480,000 employees annually. Revenue in 2009 was $4.3 billion. Visit www.kellyservices.com.
MEDIA CONTACTS:
Public Relations Office Temp Holdings Co., Ltd. Tel: +81 3 5352-2579 Fax: +81 3 5352-2980 kouhou@tempstaff.co.jp |
James Polehna Senior Director, Investor and Public Relations Kelly Services, Inc. Tel +1 248-244-4586 Fax +1 248-244-3870 polehjm@kellyservices.com |
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