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 22,
2006
CBIZ, INC.
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware
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0-25890
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22-2769024 |
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| (State or Other Jurisdiction
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(Commission
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(I.R.S. Employer |
| of Incorporation)
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File Number)
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Identification No.) |
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6050 Oak Tree Boulevard, South, Suite 500, Cleveland, Ohio
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44131 |
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(Address of Principal Executive Offices)
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(Zip Code) |
216-447-9000
Registrant’s Telephone Number, Including Area
(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 (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events
On May 22, 2006, CBIZ, Inc. (the “Company”) issued a press release announcing its offer to
qualified institutional buyers, pursuant to Rule 144A under the Securities Act of 1933, as amended
(“Securities Act”), of $85 million aggregate principal amount of its Convertible Senior
Subordinated Notes due 2026. A copy of this press release is filed herewith as Exhibit 99.1.
In this Current Report on Form 8-K the Company is updating the historical
financial statements included in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2005 (the “2005 Form 10-K”) for presentation of a business unit as discontinued
operations, and to reflect a change in our reporting segments, and certain reclassifications.
As reported in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31,
2006 (the “10-Q”), we sold a business unit from our Financial Services practice group in April
2006. This transaction met the requirements under Statement of Financial Accounting Standards No.
144, Accounting for the Impairment or Disposal of Long-Lived Assets (“SFAS No. 144”) for
classification as a discontinued operation.
Also as reported in our 10-Q, we realigned our operations into four client-centric practice groups
in the first quarter of 2006. We also reclassified certain income and expenses (the
“Reclassifications”) made during the first quarter of 2006 involving 1) interest income earned by
our payroll unit which previously was reported as “other income” and is now reported as revenue,
and 2) certain expenses reimbursable to CBIZ by its clients previously netted against revenue which
are now reported as operating expenses.
Under requirements of the Securities and Exchange Commission (the “SEC”), the same classification
as discontinued operations required by SFAS No. 144 is also required for previously issued
financial statements included in the 2005 Form 10-K, if those financial statements are incorporated
by reference in filings with the SEC made under the Securities Act even though
those financial statements relate to periods prior to this business operation being classified as
discontinued operations.
On May 10, 2006, the Company filed its 10-Q with the SEC and presented its results to reflect
the discontinued operations, revised segment information and Reclassifications. These
reclassifications had no effect on the Company’s reported net income for any reporting period and
had no material effect on the Company’s results of operations or financial condition.
This report includes our reclassified audited consolidated financial statements for the years
ended December 31, 2005, 2004 and 2003.
The reclassified consolidated financial information is attached to this Current Report on Form
8-K as Exhibit 99.2. Because we are reclassifying certain financial information in the 2005 Form
10-K only for discontinued operations, segment reporting and the Reclassifications, the revised
sections of our 2005 Form 10-K included in this report have not been otherwise updated for events
occurring after the date of our consolidated financial statements, which were originally presented
in the 2005 Form 10-K filed on March 16, 2006. All other information in the 2005 Form 10-K remains
unchanged. This report should be read in conjunction with our 2005 Form 10-K (except for Item 8 of
Part II, which is contained in this report).
Item 9.01 Financial Statements and Exhibits
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Consent of Independent Registered Public Accounting Firm |
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| 99.1 |
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Press Release of CBIZ, Inc. dated May 22, 2006 announcing
intention to offer Convertible Senior Subordinated Notes due 2026. |
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| 99.2 |
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Revised Consolidated Financial Statements and
Supplementary Data for the years ended December 31, 2005, 2004
and 2003 (Part II—Item 8 of the Company’s Annual Report on
Form 10-K for the year ended December 31, 2005, filed with the
SEC on March 16, 2006). |
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