<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
(as permitted by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
OUTSOURCE INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
(Outsource International Logo)
1144 East Newport Center Drive
Deerfield Beach, Florida 33442
April 26, 2000
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
Outsource International, Inc., which will be held on Thursday, May 18, 2000, at
10:00 a.m., local time, at the Boca Raton Marriott Hotel, 5150 Town Center
Circle, Boca Raton, Florida.
The Notice of Annual Meeting and Proxy Statement on the following pages
contain information concerning the business to be considered at the Annual
Meeting. Please give these proxy materials your careful attention. It is
important that your shares be represented and voted at the Annual Meeting
regardless of the size of your holdings. Accordingly, whether or not you plan to
attend the Annual Meeting, please complete, sign, and return the accompanying
proxy card in the enclosed envelope in order to make sure your shares will be
represented at the Annual Meeting. Shareholders who attend the Annual Meeting
will have the opportunity to vote in person.
Please note that attendance at the Annual Meeting will be limited to
Shareholders of the Company as of the record date (or their authorized
representatives) and to guests of the Company. If your shares are registered in
your name and you plan to attend the Annual Meeting, please mark the appropriate
box on the enclosed proxy card and you will be pre-registered for the meeting
(if your shares are held of record by a broker, bank or other nominee and you
plan to attend the meeting, you must also pre-register by returning the
registration card forwarded to you by your bank or broker).
The continuing interest of the Shareholders in the business of the Company
is gratefully acknowledged. We hope to see you at the meeting.
Sincerely,
/s/ Garry E. Meier
Garry E. Meier
Chairman of the Board, President and
CEO
<PAGE> 3
OUTSOURCE INTERNATIONAL, INC.
1144 EAST NEWPORT CENTER DRIVE
DEERFIELD BEACH, FLORIDA 33442
---------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 18, 2000
---------------------
The Annual Meeting of Shareholders (the "Annual Meeting") of Outsource
International, Inc., a Florida corporation (the "Company"), will be held on
Thursday, May 18, 2000, at 10:00 a.m., local time, at the Boca Raton Marriott
Hotel, 5150 Town Center Circle, Boca Raton, Florida, for the following purposes:
1. To elect two Class III Directors to serve for a term of three years
or until their respective successors are duly elected and qualified;
2. To ratify the appointment of Deloitte & Touche LLP as the Company's
independent auditors for the fiscal year ending April 1, 2001; and
3. To transact such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on March 24, 2000 as
the record date for the determination of Shareholders entitled to notice of and
to vote at the Annual Meeting. A list of the Shareholders entitled to vote at
the Annual Meeting may be examined by any Shareholder at the Company's corporate
offices at 1144 East Newport Center Drive, Deerfield Beach, Florida 33442.
Please note that effective May 1, 2000, the Company's corporate headquarters
will be located at 1690 South Congress Avenue, Suite 210, Delray Beach, Florida
33445.
The Board of Directors of the Company solicits the enclosed proxy.
Reference is made to the accompanying Proxy Statement for further information
with respect to the business to be transacted at the Annual Meeting.
The Board of Directors requests that you complete, sign, date and return
the enclosed proxy card promptly. You are cordially invited to attend the Annual
Meeting in person. The return of the enclosed proxy card will not affect your
right to revoke your proxy or to vote in person if you do attend the Annual
Meeting.
By Order of the Board of Directors,
/s/ Joseph C. Wasch
Joseph C. Wasch
Vice President and Secretary
Deerfield Beach, Florida
April 26, 2000
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE
AND SIGN IT, AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE
IF MAILED IN THE UNITED STATES. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO THE
COMPANY OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN MAILING YOUR PROXY
PROMPTLY.
<PAGE> 4
OUTSOURCE INTERNATIONAL, INC.
1144 EAST NEWPORT CENTER DRIVE
DEERFIELD BEACH, FLORIDA 33442
---------------------
PROXY STATEMENT
---------------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Outsource International, Inc., a Florida
corporation ("Outsource" or the "Company"), for use at the Company's 2000 Annual
Meeting of Shareholders (together with any and all adjournments and
postponements thereof, the "Annual Meeting") to be held on Thursday, May 18,
2000, at 10:00 a.m., local time, at the Boca Raton Marriott Hotel, 5150 Town
Center Circle, Boca Raton, Florida for the purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders. This Proxy Statement,
together with the foregoing Notice and the enclosed proxy card, are being sent
to Shareholders on or about April 26, 2000.
The Board of Directors has fixed the close of business on March 24, 2000 as
the record date for the determination of Shareholders entitled to notice of and
to vote at the Annual Meeting. On the record date, there were 8,657,913 shares
of common stock of the Company, par value $.001 per share ("Common Stock"),
outstanding and entitled to vote. Each share of Common Stock is entitled to one
vote per share on each matter properly brought before the Annual Meeting. Shares
can be voted at the Annual Meeting only if the Shareholder is present in person
or is represented by proxy.
If the enclosed proxy card is properly executed and received by the Company
prior to the Annual Meeting, the shares represented thereby will be voted in
accordance with the instructions marked thereon. In the absence of instructions,
shares represented by executed proxies will be voted as recommended by the Board
of Directors. The Board of Directors recommends a vote FOR the election of
directors and the other proposals described in this Proxy Statement. The Board
of Directors knows of no matters which are to be brought before the Annual
Meeting other than those set forth in the accompanying Notice of Annual Meeting
of Shareholders. If any other matters properly come before the Annual Meeting,
the persons named in the enclosed proxy card, or their duly appointed
substitutes acting at the Annual Meeting, will be authorized to vote or
otherwise act thereon in accordance with their judgment on such matters.
Any proxy may be revoked at any time prior to its exercise by attending the
Annual Meeting and voting in person, by notifying the Secretary of the Company
of such revocation in writing or by delivering a duly executed proxy bearing a
later date, provided that such notice or proxy is actually received by the
Company prior to the Annual Meeting.
The presence, in person or by proxy, of at least a majority of the total
number of shares of Common Stock outstanding on the record date will constitute
a quorum for purposes of the Annual Meeting. Abstentions and broker non-votes
will be counted as shares present at the Annual Meeting for purposes of
determining the presence of a quorum. A plurality of the votes cast by holders
of the Common Stock will be required for the election of Directors. Abstentions
and broker non-votes as to the election of Directors will not affect the
election of the candidates receiving a plurality of votes. The affirmative vote
of at least a majority of the shares of Common Stock present in person or
represented by proxy at the Annual Meeting will be required to approve the other
proposals to be considered at the Annual Meeting. Abstentions as to these
proposals will have the same effect as votes AGAINST such proposals, and broker
non-votes as to these proposals will not be included in calculating the number
of votes necessary for approval of such proposals.
<PAGE> 5
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of March 31, 2000, information regarding
the beneficial ownership of the Company's Common Stock by: (i) each Director of
the Company; (ii) each of the Company's executive officers named in the summary
compensation table; (iii) each person known by the Company to beneficially own
more than 5% of the outstanding shares of the Company's Common Stock; and (iv)
all Directors and executive officers as a group.
<TABLE>
<CAPTION>
TOTAL SHARES PERCENT BENEFICIALLY
NAME/ADDRESS(1) BENEFICIALLY OWNED OWNED
- --------------- ------------------ --------------------
<S> <C> <C>
Garry E. Meier.............................................. 4,403,266(2) 50.9
Jay D. Seid................................................. 4,013,084(3) 46.4
Alan E. Schubert............................................ 1,850,443(4) 21.4
Triumph-Connecticut Ltd.(5)................................. 961,471(6) 11.1
Lawrence H. Schubert........................................ 820,240(7) 9.5
Nadya I. Schubert........................................... 820,240(8) 9.5
Bachow Investment Partners III, L.P.(9)..................... 717,942(10) 8.3
Estate of Louis A. Morelli.................................. 616,675(11) 7.1
Paul M. Burrell............................................. 660,341(12) 7.6
Susan Burrell............................................... 463,641(13) 5.4
Scott R. Francis............................................ 224,800(14) 2.6
Michael S. Fawcett.......................................... 0(15) *
David S. Hershberg.......................................... 16,118(16) *
Lawrence Chimerine, Ph.D.................................... 20,568(17) *
All Directors and executive officers as a group
(11 persons).................................................. 5,440,472
</TABLE>
- ---------------
* Less than 1%
(1) Unless otherwise noted, the business address for all Directors, officers
and 5% Shareholders listed above is 1144 East Newport Center Drive,
Deerfield Beach, Florida 33442. Effective May 1, 2000, the business address
for such persons and entities will be 1690 South Congress Avenue, Suite
210, Delray Beach, Florida 33445. The address of Mr. Fawcett is Triumph
Capital Group, Inc., 251 Royal Palm Way, Suite 303, Palm Beach, Florida
33480. The address of Mr. Seid is Bachow & Associates, Inc., 3 Bala Plaza
East, Fifth Floor, Bala Cynwyd, Pennsylvania 19004. The address of Mr.
Hershberg is IBM Corporation, New Orchard Road, Mail Drop 301, Armonk, New
York 10504. The address for Dr. Chimerine is Economic Strategy Institute,
1401 H Street N.W., Suite 760, Washington, DC 20005.
(2) Mr. Meier shares voting and investment power with respect to 4,003,266
shares held of record by Messrs. Meier and Seid as Trustees under a voting
trust agreement dated as of February 21, 1997 (the "Voting Trust") (See
"Proposal No. 1 -- Election of Directors"). Includes currently exercisable
options to purchase 400,000 shares.
(3) Mr. Seid shares voting and investment power with respect to 4,003,266
shares held of record by Messrs. Meier and Seid as Trustees under the
Voting Trust (See "Proposal No. 1 -- Election of Directors"). Includes
currently exercisable options to purchase 9,818 shares. Does not include
199,000 shares, plus immediately exercisable warrants to purchase 518,942
shares, held of record by Bachow Investment Partners III, L.P., of which
Mr. Seid is a limited partner of the general partner (Bala Equity Partners,
L.P.) of Bachow Investment Partners III, L.P., and as to which shares and
warrants Mr. Seid disclaims beneficial ownership.
(4) Mr. Alan Schubert shares investment power, but has no voting power, over
the following: (a) 1,327,438 shares held of record by Messrs. Meier and
Seid as Trustees under the Voting Trust for Alan E. Schubert; (b) 323,003
shares held of record by Messrs. Meier and Seid as Trustees under the
Voting Trust for Alan E. Schubert and Matthew B. Schubert as Trustees of
the Jason Schubert Outsource Trust; and (c) 200,002 shares held of record
by Messrs. Meier and Seid as Trustees under the Voting Trust for Alan E.
Schubert and Jason Schubert as Trustees of the Matthew Schubert Outsource
Trust.
(5) An affiliate of Triumph Capital Group, Inc. Mr. Fawcett is a general
partner of the general partner (Triumph-Connecticut Advisors, L.P.) of
Triumph-Connecticut Ltd., a Limited Partnership.
(6) Represents 301,000 shares held of record and immediately exercisable
warrants to purchase 660,471 shares.
2
<PAGE> 6
(7) Mr. Lawrence H. Schubert shares investment power, but has no voting power,
over the following: (a) 286,357 shares held of record by Messrs. Meier and
Seid as Trustees under the Voting Trust for Lawrence H. Schubert as Trustee
of the Lawrence H. Schubert Revocable Trust; (b) 376,632 shares held of
record by Messrs. Meier and Seid as Trustees under the Voting Trust for
Nadya I. Schubert, Mr. Schubert's wife, as Trustee of the Nadya I. Schubert
Revocable Trust; (c) 32,500 shares held of record by Messrs. Meier and Seid
as Trustees for Lawrence H. Schubert, Trustee of the Nadya I. Schubert
GRAT-1997, under a trust agreement dated May 16, 1997; (d) 59,751 shares
held of record by Nadya I. Schubert and Robert A. Lefcort as co-trustees of
the Robert A. Lefcort Irrevocable Trust; (e) 32,500 shares held of record
by Messrs. Meier and Seid as Trustees under the Voting Trust for Lawrence
H. Schubert as Trustee of the Rachel Schubert Trust; and (f) 32,500 shares
held of record by Messrs. Meier and Seid as Trustees under the Voting Trust
for Lawrence H. Schubert as Trustee of the Adam Pugh Trust.
(8) Mrs. Nadya Schubert shares investment power, but has no voting power, over
the following: (a) 376,632 shares held of record by Messrs. Meier and Seid
as Trustees under the Voting Trust for Nadya I. Schubert as Trustee of the
Nadya I. Schubert Revocable Trust; (b) 286,357 shares held of record by
Messrs. Meier and Seid as Trustees under the Voting Trust for Lawrence H.
Schubert, Mrs. Schubert's husband, as Trustee of the Lawrence H. Schubert
Revocable Trust; (c) 32,500 shares held of record by Messrs. Meier and Seid
as Trustees under the Voting Trust for Lawrence H. Schubert, Trustee of the
Nadya I. Schubert GRAT-1997, under a trust agreement dated May 16, 1997;
(d) 59,751 shares held of record by Nadya I. Schubert and Robert A. Lefcort
as co-trustees of the Robert A. Lefcort Irrevocable Trust; (e) 32,500
shares held of record by Messrs. Meier and Seid as Trustees under the
Voting Trust for Lawrence H. Schubert as Trustee of the Rachel Schubert
Trust; and (f) 32,500 shares held of record by Messrs. Meier and Seid as
Trustees under the Voting Trust for Lawrence H. Schubert as Trustee of the
Adam Pugh Trust.
(9) An affiliate of Bachow & Associates, Inc. Mr. Seid is a limited partner of
the general partner (Bala Equity Partners, L.P.) of Bachow Investment
Partners III, L.P.
(10) Represents 199,000 shares held of record and immediately exercisable
warrants to purchase 518,942 shares.
(11) The Estate of Louis A. Morelli shares investment power, but has no voting
power, over the following: (a) 500,221 shares held of record by Messrs.
Meier and Seid as Trustees under the Voting Trust for Louis A. Morelli; (b)
56,230 shares held of record by Messrs. Meier and Seid as Trustees under
the Voting Trust for Louis A. Morelli as Trustee of the Louis J. Morelli
S-Stock Trust and immediately exercisable warrants to purchase 1,845 shares
held by the Louis J. Morelli S-Stock Trust; and (c) 56,516 shares held of
record by Messrs. Meier and Seid as Trustees under the Voting Trust for
Louis A. Morelli as Trustee of the Margaret Ann Janisch S-Stock Trust and
immediately exercisable warrants to purchase 1,863 shares held by the
Margaret Ann Janisch S-Stock Trust.
(12) Mr. Burrell shares voting and investment power with respect to 463,641
shares held of record by Mr. Burrell and his wife Susan Burrell,
individually, and as tenants by the entirety. Includes currently
exercisable options to purchase 196,700 shares. The table above does not
include 98,437 shares held of record by Scott T. Burrell as Trustee of the
Paul and Susan Burrell Family Trust.
(13) Mrs. Burrell shares voting and investment power with respect to 463,641
shares held of record by Mrs. Burrell and her husband Paul Burrell,
individually, and as tenants by the entirety. The table does not include
98,437 shares held of record by Scott T. Burrell as Trustee of the Paul and
Susan Burrell Family Trust.
(14) Includes currently exercisable options to purchase 175,000 shares.
(15) Does not include 301,000 shares, plus immediately exercisable warrants to
purchase 660,471 shares, held of record by Triumph-Connecticut Ltd., a
Limited Partnership, of which Mr. Fawcett is a general partner of the
general partner (Triumph-Connecticut Advisors, L.P.) of Triumph-Connecticut
Ltd., a Limited Partnership, and as to which shares and warrants Mr.
Fawcett disclaims beneficial ownership.
(16) Includes currently exercisable options to purchase 12,818 shares.
(17) Includes currently exercisable options to purchase 9,818 shares.
3
<PAGE> 7
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information regarding the Company's
Directors and executive officers:
<TABLE>
<CAPTION>
NAME AGE POSITION WITH COMPANY
- ---- --- ---------------------
<S> <C> <C>
Garry E. Meier............................ 47 Chairman of the Board of Directors, President and
Chief Executive Officer
Scott R. Francis.......................... 42 Vice President, Chief Financial Officer and Director
Glenn E. Enriquez......................... 52 Vice President and Chief Information Officer
Joseph C. Wasch........................... 56 Vice President, General Counsel and Secretary
Carolyn H. Noonan......................... 34 Vice President, Controller and Assistant Secretary
Jon H. Peterson........................... 53 Vice President and Treasurer
Dr. Lawrence Chimerine.................... 59 Director
Michael S. Fawcett........................ 55 Director
David S. Hershberg........................ 58 Director
Jay D. Seid............................... 39 Director
</TABLE>
GARRY E. MEIER's biography is included under the heading "Proposal No. 1:
Election of Directors."
SCOTT R. FRANCIS has been Vice President, Chief Financial Officer and
Director of the Company since March 2000 and was Chief Financial Officer,
Treasurer and Director from May 1998 to March 2000. Previously, Mr. Francis
served for fifteen years in various capacities with Ryder System, Inc., most
recently as Vice President and Chief Financial Officer of Ryder's automotive
carrier division. He was a member of the Audit Committee in 1999.
GLENN E. ENRIQUEZ has been a Vice President of the Company since March 2000
and Chief Information Officer since October 1998. Previously, from February 1995
to October 1998, Mr. Enriquez was the Director of Application Development for
the Company. Prior to that, Mr. Enriquez was President of Medical Statistical
Research, Inc. from 1991 to 1995.
JOSEPH C. WASCH has been Vice President, General Counsel and Secretary of
the Company since March 2000 and was Associate General Counsel of the Company
from July 1998 to March 2000. Prior to that, Mr. Wasch was General Counsel to Rx
Medical Services Corp. from 1993 to 1998.
CAROLYN H. NOONAN has been Vice President, Controller and Assistant
Secretary of the Company since March 2000. Prior to that, Ms. Noonan was Vice
President and Controller of the Company since August of 1999. Previously, Ms.
Noonan was Controller to Milgo Solutions, Inc, (f/k/a RACAL-DATACOM) from 1997
to 1999 and Director of Finance of First Data Merchant Services (f/k/a NaBANCO)
from 1994 to 1997.
JON H. PETERSON has been Vice President and Treasurer of the Company since
February 2000. Prior to that, Mr. Peterson served in various capacities,
including Vice President -- Finance and Administration, to COTT Beverages from
1995 to 2000 and in various capacities for Pepsico, Inc. from 1989 to 1995.
DR. LAWRENCE CHIMERINE's biography is included under the heading "Proposal
No. 1: Election of Directors."
MICHAEL S. FAWCETT has been a Director of the Company since April of 2000.
Mr. Fawcett has been a Managing Director of Triumph Capital Group, Inc. since
1998 and, prior to that position, was a Principal Partner in Dorman & Fawcett
from 1991 to 1998. He is currently a director of the following private
companies: Paragon Acceptance Corp., Omni Facility Resources, Inc., Tutor Time
Learning Systems, Inc. and Uniscribe Professional Services, Inc.
4
<PAGE> 8
DAVID S. HERSHBERG has been a Director of the Company since October 1997.
Mr. Hershberg is Vice President and Assistant General Counsel of the IBM
Corporation. Prior to joining IBM in October 1995, Mr. Hershberg was Executive
Vice President and director of Viatel, Inc., an international long-distance
telephone company, with responsibility for legal, administrative and certain
financial matters. Mr. Hershberg is an advisory director of Bank Julius Baer,
New York branch, a Swiss private bank. He is a member of the Compensation
Committee, the Audit Committee and the Nominating Committee.
JAY D. SEID has been a Director of the Company since March 1999. Since
September 1997, Mr. Seid has been a Managing Director of Bachow & Associates,
Inc., an investment firm based in Bala Cynwyd, Pennsylvania. Previously, he was
a Vice President of Bachow & Associates, Inc. Prior to joining Bachow &
Associates, Inc. in December 1992, Mr. Seid was President and General Counsel to
Judicate, Inc., and before that, he was an attorney at the law firm of Wolf,
Block, Schorr and Solis-Cohen in Philadelphia, Pennsylvania. Mr. Seid is
Chairman of the Board of Vista Information Solutions, Inc. and is a member of
the board of directors of Berger Holdings, Ltd. He is a member of the
Compensation Committee, the Audit Committee and the Nominating Committee.
The Board of Directors consists of seven members. Messrs. Francis and
Hershberg are Class I directors, Messrs. Seid and Fawcett are Class II
directors, and Messrs. Meier, Chimerine and Burrell are Class III directors. The
terms of the Class I directors expire in 2001, the terms of the Class II
directors expire in 2002, and the terms of the Class III directors expire in
2000. Mr. Burrell, a Class III director, has not been nominated for re-election.
On April 7, 2000, Richard J. Williams resigned as a Director of the
Company. Mr. Williams was a designee of Triumph Capital Group, Inc. pursuant to
an agreement effective February 21, 1997 by and among the original shareholders
of the Company. Triumph Capital Group, Inc. designated Mr. Fawcett to replace
Mr. Williams as a Director of the Company for the unexpired portion of Mr.
Williams' term as a Class II Director.
MEETINGS OF THE BOARD OF DIRECTORS AND STANDING COMMITTEES
The Board of Directors has a Compensation and Stock Option Committee (the
"Compensation Committee"), an Audit Committee and a Nominating Committee.
The Compensation Committee consists of Messrs. Hershberg and Seid. In 1999,
the Compensation Committee consisted of Messrs. Williams, Hershberg and Burrell.
The Compensation Committee administers the Outsource International, Inc. Stock
Option Plan (the "Stock Option Plan" or "Plan") including, among other things,
determining the amount, exercise price and vesting schedule of stock options
awarded under the Plan. The Compensation Committee also administers the
Company's other compensation programs and performs such other duties as may from
time to time be determined by the Board. The Compensation Committee has the
authority to approve compensation and stock option awards for non-executive
officers and recommends for approval by the Board of Directors compensation and
stock option awards for executive officers. The Compensation Committee met four
times during 1999.
The Audit Committee consists of Messrs. Seid, Chimerine and Hershberg. In
1999, the Audit Committee consisted of Messrs. Seid, Hershberg and Francis. The
Audit Committee reviews the scope and results of the annual audit of the
Company's consolidated financial statements conducted by the Company's
independent accountants, the scope of other services provided by the Company's
independent accountants, proposed changes in the Company's financial and
accounting standards and principles, and the Company's policies and procedures
with respect to its internal accounting, auditing and financing controls. The
Audit Committee also examines and considers other matters relating to the
financial affairs and accounting methods of the Company, including the selection
and retention of the Company's independent accountants. The Audit Committee met
before each meeting of the Board of Directors during 1999.
The Nominating Committee consists of Messrs. Meier, Hershberg and Seid. In
1999, the Nominating Committee consisted of Messrs. Williams, Hershberg and
Burrell. The Nominating Committee reviews and makes recommendations to the Board
of Directors concerning the qualifications and selection of Director
5
<PAGE> 9
nominee candidates to fill vacancies on the Board, including any candidates
proposed by Shareholders. In recommending candidates, the Nominating Committee
seeks individuals who possess broad training and experience in business,
finance, law, government, technology, education or administration and considers
factors such as personal attributes, geographic location and special expertise
complementary to the background and experience of the Board as a whole.
Shareholders who wish to suggest qualified candidates should write to the
Secretary of the Company at 1690 South Congress Avenue, Suite 210, Delray Beach,
Florida 33445 stating in detail the qualifications of such persons. The
Nominating Committee met once in 1999.
During 1999, the Board of Directors held 21 meetings (six regular board
meetings, eight special meetings and seven conference calls). Each incumbent
Director attended all of the meetings of the Board of Directors and scheduled
meetings of the respective committees of which he is a member.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and Directors, and persons who own more than ten percent (10%) of the
Common Stock of the Company, to file, within specified monthly and annual due
dates, reports of ownership and changes in ownership with the Securities and
Exchange Commission. Officers, Directors, and owners of more than ten percent
(10%) of the Company's Common Stock are required by the SEC regulations to
furnish the Company with copies of all Section 16(a) reports that they file. The
Company is required to describe in this Proxy Statement whether it has knowledge
that any person required to file such report may have failed to do so in a
timely manner. To the Company's knowledge, all such filing requirements of the
Company's Directors, officers and each beneficial owner of more than ten percent
(10%) of the Common Stock were satisfied in full for 1999, except as described
below.
On February 4, 2000, Paul Burrell filed a Form 5 reporting transactions
that were required to be reported before February 10, 1999, and on February 15,
2000, he filed an Amendment to Form 5 reporting transactions that were required
to be reported before April 10, 1999.
On February 8, 2000, Robert Lefcort filed a Form 5 reporting transactions
that were required to be reported before February 10, 1999.
On October 18, 1999, Carolyn Noonan filed a Form 3 that was due on October
11, 1999.
On May 21, 1999, Jay Seid filed a Form 3 that was due on March 15, 1999.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
DIRECTOR COMPENSATION
Each non-employee Director of the Company receives a $1,000 quarterly
retainer and a $1,500 fee for attendance in person at each meeting of the Board
of Directors. Each non-employee Director of the Company receives a $500 fee for
his attendance by telephone conference call at each meeting of the Board of
Directors of the Company that does not exceed three hours in length and a $1,500
fee for his attendance by telephone conference call at each meeting of the Board
of Directors of the Company that does exceed three hours in length. In addition,
Directors receive $500 for attendance at committee meetings of the Board of
Directors. Directors are also reimbursed for travel expenses.
Pursuant to the Stock Option Plan, each non-employee Director, upon being
elected as a Director, receives an option to purchase 9,818 shares of Common
Stock at an exercise price equal to the fair market value of the Common Stock on
the date of grant (the "Initial Grant"). Effective on each of the first three
anniversaries of the Initial Grant, if the non-employee Director owns
approximately 3,270 shares of Common Stock on the anniversary dates, the Company
shall automatically grant an option to such Director to purchase a like amount
of shares at an exercise price equal to the fair market value on the date of
grant.
6
<PAGE> 10
EXECUTIVE COMPENSATION
The following table sets forth certain information with respect to
compensation paid or accrued by the Company during the fiscal years ended
December 31, 1999, 1998 and 1997, to the Company's Chief Executive Officer and
the four next highest paid executive officers of the Company whose annual salary
and bonus exceeded $100,000 during the fiscal year ended December 31, 1999
(collectively, the "Named Executive Officers"):
<TABLE>
<CAPTION>
ANNUAL COMPENSATION(1) LONG-TERM COMPENSATION
------------------------------------ ----------------------
SECURITIES
UNDERLYING
NAME AND PRINCIPAL POSITION FISCAL YEAR SALARY ($) BONUS ($) OPTIONS/SARS (#)
- --------------------------- ----------- ---------- --------- ----------------------
<S> <C> <C> <C> <C>
Paul M. Burrell............................ 1999 260,913 -- 50,000
President and Chief 1998 259,615 -- 102,500
Executive Officer 1997 259,038 -- 8,746
Scott R. Francis(2)........................ 1999 203,125 -- 25,000
Chief Financial Officer 1998 134,615 -- 110,000
1997 -- -- --
Robert A. Lefcort.......................... 1999 154,596 16,154 20,000
President-Synadyne 1998 156,346 -- 50,980
1997 139,377 -- --
William R. Britton(3)...................... 1999 140,000 67,500 --
Vice President 1998 138,182 -- 13,000
1997 42,900 -- 16,250
Brian M. Nugent(4)......................... 1999 151,375 16,154 5,000
Vice President, Secretary 1998 183,346 -- 44,390
and General Counsel 1997 105,915 -- 16,250
</TABLE>
- ---------------
(1) Excludes any perquisites and other personal benefits received, the total
value of which did not exceed the lesser of $50,000 or 10% of the total
annual salary and bonus for such Named Executive Officer.
(2) Mr. Francis joined the Company in May 1998.
(3) Mr. Britton joined the Company in August 1997.
(4) Mr. Nugent joined the Company in March 1997.
7
<PAGE> 11
OPTION GRANTS IN 1999
The following table shows all grants during 1999 of stock options to the
Named Executive Officers:
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------------------------
POTENTIAL REALIZABLE
PERCENT OF VALUE AT ASSUMED
TOTAL ANNUAL RATES OF
NUMBER OPTIONS STOCK PRICE
OF SHARES GRANTED TO EXERCISE APPRECIATION FOR
UNDERLYING EMPLOYEES OF BASE OPTION TERM(1)
OPTIONS IN FISCAL PRICE EXPIRATION ---------------------
NAME GRANTED YEAR ($/SH) DATE 5% ($) 10% ($)
- ---- ---------- ----------- -------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Paul M. Burrell....................... 50,000 15.99% $6.00 1/8/09 188,668 478,123
Scott R. Francis...................... 25,000 8.00% $4.125 3/5/09 64,855 164,355
Robert A. Lefcort..................... 10,000 3.20% $6.00 1/8/09 37,734 95,625
10,000 3.20% $4.125 3/5/09 25,942 65,742
Brian M. Nugent....................... 5,000 1.60% $4.125 3/5/09 12,971 32,871
</TABLE>
- ---------------
(1) The potential realizable values are based upon assumed 5% and 10% annualized
stock price growth rates and are not intended to forecast future price
appreciation of the Company's Common Stock. Actual gains, if any, on stock
option exercises will depend on the amount, if any, by which the fair market
value exceeds the option exercise price on the date the option is exercised.
There is no assurance that the amounts reflected in this table will be
achieved.
All options are issued at or above the market price of the Company's Common
Stock on the Date of Grant.
OPTION EXERCISES AND PERIOD-END VALUES
The following table provides information with respect to the number of
unexercised options held by the Named Executive Officers at December 31, 1999
and the value of the unexercised "in the money" options held by each of the
Named Executive Officers as of that date. None of the Named Executive Officers
exercised any options to purchase Common Stock during the fiscal year ended
December 31, 1999:
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT FISCAL YEAR-END (#) FISCAL YEAR-END ($)
------------------------------ ---------------------------------
EXERCISABLE(E)/ EXERCISABLE/
NAME UNEXERCISABLE(U) UNEXERCISABLE
- ---- ------------------------------ ---------------------------------
<S> <C> <C>
Paul M. Burrell................. 112,213(E) $-0-(E)
84,487(U) $-0-(U)
Robert A. Lefcort............... 15,355(E) $-0-(E)
55,625(U) $-0-(U)
Scott R. Francis................ 52,500(E) $-0-(E)
82,500(U) $-0-(U)
Brian M. Nugent................. 20,639(E) $-0-(E)
45,001(U) $-0-(U)
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1999, Messrs. Burrell and Francis, both of whom were executive
officers of the Company in 1999, participated in deliberations of the Board of
Directors concerning executive officer compensation. For a description of
certain transactions between the Company and its executive officers, Directors
and principal Shareholders, see "Certain Transactions" below.
The following Report on Executive Compensation and the Performance Graph shall
not be deemed filed with the Securities and Exchange Commission and will not be
deemed to be incorporated by reference into any
8
<PAGE> 12
filing under the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, except to the extent that the Company specifically incorporates
such items by reference into such a filing.
REPORT ON EXECUTIVE COMPENSATION
During 1999, the Board of Directors took responsibility for setting and
approving the salaries, bonuses and other compensation for the Company's
executive officers, establishing compensation programs, and determining the
amounts and conditions of all grants of awards under the Stock Option Plan.
Garry E. Meier did not become a Director of the Company until March 2000 and,
consequently, did not participate in executive compensation decisions of the
Board of Directors in 1999.
Compensation Objectives. The Board of Directors believes that the
objectives of executive compensation are to attract, motivate and retain the
highest quality executives, to align the interests of these executives with
those of the Company's Shareholders and to motivate the Company's executives to
increase shareholder value by improving corporate performance and profitability.
To meet these objectives, the Board of Directors seeks to provide competitive
salary levels and compensation incentives that attract and retain qualified
executives, to recognize individual performances and achievements as well as
performance of the Company relative to its peers, and to encourage ownership of
the Company's Common Stock.
Executive Salaries. Base salaries for executive officers are determined
initially by the Board of Directors by evaluating the responsibilities of the
position, the experience of the individual, internal comparability
considerations, as appropriate, the competition in the marketplace for
management talent, and the compensation practices among public companies of the
size of, or in businesses similar to, the Company. Salary adjustments are
determined and normally made at twelve-month intervals.
Annual Bonuses. Although the Company did not pay bonuses to executives in
1999 and 1998, it has historically paid bonuses to executives whom the Board of
Directors determines have contributed materially to the Company's success. The
bonuses are intended to enable the Company's executives to participate in the
Company's success as well as to provide incentives for future performance. Bonus
compensation has typically been determined as a percentage of the executive's
salary based upon the pre-tax net income of the Company.
Compensation of the Chief Executive Officer. The compensation of Paul
Burrell, who served as President and Chief Executive Officer of the Company
until February 14, 2000, was fixed pursuant to an employment agreement (see
"Executive Employment Agreements"). The Board of Directors approved Mr.
Burrell's total 1999 compensation by applying the principles outlined above in
the same manner as they were applied to the other executives of the Company. In
addition, the Board of Directors reviewed the compensation paid to chief
executive officers of comparable companies and considered those compensation
levels in determining Mr. Burrell's compensation.
Stock Options. The Board of Directors may grant to certain employees of
the Company long-term incentives consisting of non-qualified stock options and
incentive stock options. During 1999, the Board of Directors approved grants of
incentive stock options to the Named Executive Officers of the Company. See
"Compensation -- Option Grants in 1999".
BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS:
Richard J. Williams
David S. Hershberg
Paul M. Burrell
EXECUTIVE EMPLOYMENT AGREEMENTS
The Company entered into employment agreements, respectively, with Mr.
Burrell on February 21, 1997, Mr. Lefcort on March 3, 1997, Mr. Nugent on March
11, 1997 and Mr. Francis on April 8, 1998. The Board of Directors approved these
employment agreements. Except as described below, these agreements generally
contain the same terms and provide for a base salary, which is reviewed annually
and may be increased by the Board of Directors or any committee designated by
the Board of Directors to review such salary.
9
<PAGE> 13
The executive employment agreements may be terminated by either party at
any time and continue in effect until terminated by either party in accordance
with the terms thereof. In the event an executive officer resigns without "good
reason" or is terminated for "cause," compensation under such employment
agreement will end. In the event that the Company terminates an executive
officer without cause or such officer resigns for good reason, the terminated
officer will receive, among other things, severance compensation, including a
multiple of the officer's annual base salary and bonus. In addition, all options
and stock appreciation rights become immediately exercisable upon termination of
employment and certain other unpaid awards made previously under any of the
Company's compensation plans or programs immediately vest on the date of such
termination.
Severance provisions also apply if an executive officer is terminated
within two years (three years in the case of Mr. Burrell) after the occurrence
of a "change of control." A change of control includes: (i) the acquisition by
an individual, group or entity of 15% or more of the then outstanding shares of
capital stock or voting securities of the Company; (ii) incumbent members of the
Board of Directors and individuals whose election to the Board of Directors was
approved by a vote of the incumbent Directors cease to constitute a majority of
the Board; (iii) a reorganization, merger or consolidation in which all holders
of then outstanding shares of capital stock and voting securities immediately
prior to such event do not, following such event, own 60% of the outstanding
shares of capital stock or voting securities; (iv) a complete liquidation or
dissolution of the Company; or (v) a sale of substantially all of the assets of
the Company to an unaffiliated third party.
In the event the Company terminates an executive officer for any reason
within two years (three years in the case of Mr. Burrell) following the
occurrence of a change in control, or during such two or three-year period an
executive officer resigns for good reason, such executive officer shall be
entitled to receive on the date of such termination an amount equal to, among
other things, a multiple of such executive officer's base salary and target
bonus under the Company's bonus program, as well as any other benefits to which
any such executive would be entitled where termination was without cause or with
good reason. In addition, the employment agreements contain confidentiality,
noncompetition and nonsolicitation covenants during the period ending one year
immediately following termination of the executive.
SEPARATION AGREEMENT AND RELEASE
The Company entered into a Separation Agreement and Release with Mr.
Burrell on February 21, 2000, Mr. Lefcort on April 6, 2000 and Mr. Nugent on
April 21, 2000. These agreements were approved by the Board of Directors.
Pursuant to the terms of the agreement with Mr. Burrell, Mr. Burrell
resigned as President, Chief Executive Officer and Chairman of the Board of
Directors of the Company and as an officer, director and/or manager of any
affiliates of the Company. The Company agreed with Mr. Burrell that Mr. Burrell
is entitled to total severance compensation of $750,000 under the relevant
provisions of his employment agreement. The severance compensation will
generally be paid in 48 equal bi-weekly installments. The parties agreed to
amend Mr. Burrell's employment agreement to provide that Mr. Burrell shall have
a right to exercise any stock option previously granted to him during the three
year period beginning on February 21, 2000. Certain restrictions were placed on
the amount of profit Mr. Burrell can realize on the exercise of the options and
the sale of the underlying shares of Company Common Stock. The Company will
continue to provide employee benefits to Mr. Burrell pursuant to the terms of
his employment agreement.
Pursuant to the terms of the agreement with Mr. Lefcort, Mr. Lefcort
resigned as President of the Company's Synadyne division. The Company agreed
with Mr. Lefcort that Mr. Lefcort is entitled to total severance compensation of
$395,286 under the relevant provisions of his employment agreement. The
severance compensation will generally be paid in equal bi-weekly installments of
$7,601.64. The Company also agreed to pay Mr. Lefcort a retention bonus in the
amount of $80,000 on April 15, 2000. The Company agreed to provide an
interest-free loan to Mr. Lefcort in the amount of $200,000 on June 1, 2000. Mr.
Lefcort agreed to repay the loan in equal bi-weekly installments and to repay
the remaining balance of the loan on or before June 1, 2002. The parties agreed
to amend Mr. Lefcort's employment agreement to provide that Mr. Lefcort shall
have a right to exercise any stock option previously granted to him during the
three year
10
<PAGE> 14
period beginning on April 6, 2000. The Company has agreed to forgive two loans
totaling $27,000 plus accrued interest owed to the Company by Mr. Lefcort. The
Company will continue to provide employee benefits to Mr. Lefcort pursuant to
the terms of his employment agreement.
Pursuant to the terms of the agreement with Mr. Nugent, Mr. Nugent resigned
as Vice President, General Counsel and Secretary of the Company and any
affiliates of the Company. The Company agreed with Mr. Nugent that Mr. Nugent is
entitled to total severance compensation of $229,500 under the relevant
provisions of his employment agreement. The severance compensation will
generally be paid in equal bi-weekly installments of $12,736.11. The parties
agreed to amend Mr. Nugent's employment agreement to provide that Mr. Nugent
shall have a right to exercise any stock option previously granted to him during
the two year period beginning on April 21, 2000. Certain restrictions were
placed on the amount of profit Mr. Nugent can realize on the exercise of the
options and the sale of the underlying shares of Company Common Stock. The
Company will continue to provide employee benefits to Mr. Nugent pursuant to the
terms of his employment agreement.
CERTAIN TRANSACTIONS
SENIOR NOTES AND WARRANTS
On February 21, 1997, in connection with the issuance of senior
subordinated promissory notes (the "Senior Notes") in the principal amounts of
$14,000,000 and $11,000,000 to Triumph Capital Group, Inc. ("Triumph") and
Bachow & Associates, Inc. ("Bachow") (collectively, the "Senior Note Holders"),
the Company issued 786,517 warrants to the Senior Note Holders and placed
573,787 warrants in escrow, pending release to either the original shareholders
of the Company on such date (the "Existing Shareholders") or the Senior Note
Holders, based upon the achievement by the Company of certain specified
performance criteria. Of the 573,787 warrants, 180,891 warrants were released
from escrow and distributed to the Existing Shareholders in April 1997. The
balance of the warrants, totaling 392,896, are available to be released from
escrow and distributed to the Senior Note Holders. The warrants are exercisable
at an exercise price of $.015 per share and expire on February 20, 2002.
Mr. Fawcett, a Director of the Company, serves as a Managing Director of
Triumph and Mr. Seid, a Director of the Company, serves as a Managing Director
of Bachow. Mr. Fawcett recently replaced Richard J. Williams on the Board of
Directors following Mr. Williams' resignations from the Board of Directors of
the Company and as a Managing Director of Triumph.
FRANCHISE PURCHASES AND TERMINATIONS
In February 1998, the Company purchased the franchise rights of LM
Investors, Inc., an entity owned by Messrs. Matthew Schubert, the son of
Lawrence H. Schubert, and Louis J. Morelli, the son of the late Louis A.
Morelli. The purchase consisted of four flexible staffing locations in the
Chicago, Illinois area, which offices were converted into Company-owned
locations. The total purchase price of $6.9 million was paid $5.0 million paid
in cash at closing, the issuance of a note for $1.7 million bearing interest at
7.25% per annum and payable quarterly over three years, with the remaining $0.2
million of purchase price consisting of the Company's assumption of
approximately $0.1 million of the seller's liabilities under certain employment
contracts and the Company's agreement to reduce by approximately $0.1 million
the seller's obligation to the Company in connection with the termination of the
existing franchise agreements with the Company. In connection with this
purchase, the Company granted to Louis J. Morelli the exclusive option to
purchase franchise rights in five specifically identified geographic areas.
These options expire at various times from 12 to 42 months after the February
1998 acquisition date. Effective February 1, 1999, the note was renegotiated so
that the remaining principal balance of the note, totaling $1.3 million, would
bear interest at 8.5% per annum and would be payable in monthly installments
totaling $0.3 million in the first year and $0.6 million in the second year,
plus a $0.4 million payment at the end of the two year term.
Effective August 31, 1998, the Company entered into a franchise buyout
agreement with Temp Aid, Inc., an entity substantially owned by Matthew Schubert
and Louis J. Morelli. This early termination of the
11
<PAGE> 15
franchise relationship with Temp Aid, Inc. and the payment terms negotiated by
the parties, comprising an initial payment at closing of $587,000 and monthly
payments over two years based on a percentage of gross revenues generated by the
business of the former franchisee, are generally consistent with the terms of
previous buyout agreements between the Company and unrelated third parties. In
addition to the termination amount of $587,000, the Company accrued
approximately $702,000 in franchise royalties and post-termination payments
during 1998, of which $0.1 million was due and owing as of December 31, 1998.
Effective March 31, 1999, Temp-Aid, Inc. paid the Company $275,000 in
consideration of the elimination of the last five months of post-termination
payments.
LEGAL FEES
Louis J. Morelli, Esq. received legal fees for services rendered to the
Company during 1999 of approximately $24,100.
REAL ESTATE
A portion of a warehouse and a staffing office location occupied by the
Company are leased from TMT Properties, Inc., a company controlled by Paul
Burrell, the Company's former Chairman, President, and Chief Executive Officer.
The warehouse lease, which is on a month-to-month basis, and the staffing office
lease, which expires in February 2002, each have rental obligations of
approximately $2,000 per month.
12
<PAGE> 16
STOCK PERFORMANCE
The following performance graph compares the cumulative total return on the
Company's Common Stock with the cumulative total return of the companies in the
NASDAQ Index and the NASDAQ Non-Financial Index. The cumulative total return for
each of the periods shown in the performance graph is measured assuming an
initial investment of $100 on October 24, 1997. No dividends have been paid on
the Company's Common Stock.
COMPARISON OF 26 MONTH CUMULATIVE TOTAL RETURN*
AMONG OUTSOURCE INTERNATIONAL, INC.,
THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE NASDAQ NON-FINANCIAL INDEX
(Graph)
<TABLE>
<CAPTION>
OUTSOURCE INTERNATIONAL, NASDAQ STOCK MARKET
INC. (U.S.) NASDAQ NON-FINANCIAL
------------------------ ------------------- --------------------
<S> <C> <C> <C>
10/24/97 100 100 100
12/97 81 94 90
12/98 33 132 133
12/99 13 238 255
</TABLE>
- ---------------
* $100 invested on 10/24/97 in stock or on 9/30/97 including reinvestment of
dividends. Fiscal year ending December 31.
13
<PAGE> 17
PROPOSAL NO. 1: ELECTION OF DIRECTORS
The Existing Shareholders of the Company have deposited 4,003,266 shares of
Common Stock in a Voting Trust, of which Messrs. Meier and Seid are the
Trustees. The Voting Trust terminates in February 2007. Pursuant to its terms,
the Trustees have sole and exclusive right to vote the shares of Common Stock
deposited in the Voting Trust. The shares of Common Stock deposited into the
Voting Trust constitute approximately 46.2% of the issued and outstanding shares
of Common Stock. Accordingly, the Trustees will retain sufficient voting power
to control the election of the Board of Directors for the foreseeable future.
Effective February 21, 1997, the Existing Shareholders agreed for a period
of ten years to vote in favor of a Board of Directors comprised of three persons
(the "Management Directors") designated by the Chief Executive Officer of the
Company (the current designees are Messrs. Meier, Burrell and Francis), one
person (the "Investor Directors") selected by each of Triumph and Bachow (the
current designees are Messrs. Fawcett and Seid) and two directors selected by
the Management Directors and the Investor Directors (the current designees are
Mr. Hershberg and Dr. Chimerine). Pursuant to agreement, Triumph and Bachow have
the right to designate up to two additional members of the Board of Directors.
Although there will be three vacancies on the Company's Board of Directors due
to the expiration of the term of the three Class III Directors, the Nominating
Committee is only nominating two persons, Messrs. Meier and Chimerine, to fill
such vacancies. The third seat will remain vacant at this time. The Nominating
Committee will continue to identify and evaluate candidates to fill the third
vacancy.
On October 22, 1997, the Company amended its Articles of Incorporation to
classify the Board of Directors into three equal classes. The Board of Directors
is currently comprised of six members, two of which are nominees for reelection
for a three-year term expiring at the 2003 Annual Meeting of Shareholders. In
the election, the two persons who receive the highest number of votes actually
cast will be elected. No proxy may be voted for the election of more than two
Directors. Information with regard to each of the nominees is set forth below.
The proxies named in the proxy card intend to vote for the election of the
nominees unless otherwise instructed. If a holder does not wish his or her
shares to be voted for a particular nominee, the holder must identify the
exception in the appropriate space provided on the proxy card, in which event
the shares will be voted for the other listed nominees. If any nominee becomes
unable to serve, the proxies may vote for another person designated by the Board
of Directors. The Company has no reason to believe that any nominee will be
unable to serve.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE NOMINEES FOR
DIRECTOR LISTED BELOW.
<TABLE>
<CAPTION>
NAME AGE POSITION DIRECTOR SINCE
- ---- --- -------- --------------
<S> <C> <C> <C>
Garry E. Meier.............................................. 47 Director March 2000
Dr. Lawrence Chimerine...................................... 59 Director November 1998
</TABLE>
GARRY E. MEIER has been Chairman of the Board, President and Chief
Executive Officer of the Company since March 2000. Previously, Mr. Meier served
in various capacities with Medaphis Physicians Services Corporation, Technology
Service Solutions, and Automated Information, Inc., with his most recent
position being President/Interim CEO with Global Integrity, an e-Commerce
security company located in Reston, Virginia that provides technology staffing
augmentation. He is a Director of Personalogy.Com, a private company located in
Colorado Springs, Colorado. Since March 2000, Mr. Meier is a member of the
Nominating Committee.
DR. LAWRENCE CHIMERINE has been a Director of the Company since November
1998. Dr. Chimerine has been the managing director and chief economist of the
Economic Strategy Institute in Washington, DC since September 1993, and serves
as a senior economic advisor to the WEFA Group and as president of Radnor
International Consulting Services. Dr. Chimerine also serves as a director of
Bank United, Eastbrokers International and Sanchez Computer Associates. Dr.
Chimerine is a member of the Audit Committee.
14
<PAGE> 18
PROPOSAL NO. 2: RATIFICATION OF INDEPENDENT AUDITORS
The Board of Directors has selected Deloitte & Touche LLP to serve as the
Company's principal independent certified public accountants for 2000. In the
event the appointment of Deloitte & Touche LLP for 2000 is ratified, it is
expected that Deloitte & Touche LLP will also audit the books and accounts of
certain of the Company's subsidiaries at the close of their current fiscal
years. Although the Board is not required to do so, it is submitting its
selection of the Company's independent certified public accountants for
ratification at the Annual Meeting in order to ascertain the views of its
Shareholders. The Board will not be bound by the vote of the Shareholders;
however, if the selection is not ratified, the Board would reconsider its
selection. A representative of Deloitte & Touche LLP will be present at the
Annual Meeting and will have the opportunity to make a statement, if such person
desires to do so, and to respond to appropriate questions.
The proposal to ratify the appointment of Deloitte & Touche LLP will be
approved by the Shareholders if it receives the affirmative vote of a majority
of the votes cast by Shareholders entitled to vote on the proposal. If a proxy
card is specifically marked as abstaining from voting on the proposal, the
shares represented thereby will be counted as having been voted AGAINST the
proposal. A broker non-vote as to this proposal will not be counted as having
been voted for or against the proposal. Unless otherwise instructed, the persons
named on the proxy card intend to vote shares as to which a proxy is received in
favor of the proposal.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF THE
SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITORS.
OTHER MATTERS
SHAREHOLDER PROPOSALS
Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as
amended, Shareholders may present proper proposals for inclusion in the
Company's proxy statement and for consideration at the next Annual Meeting of
Shareholders by submitting such proposals to the Company in a timely manner. In
order to be so included for the 2001 Annual Meeting, Shareholder proposals must
be received by the Company no later than December 28, 2000 and must otherwise
comply with the requirements of Rule 14a-8.
If a Shareholder does not seek to have a proposal included in the proxy
statement, but nevertheless wishes to present a proper proposal at the annual
meeting, and the proposal is received by the Company on or before March 14,
2001, the Company will provide information in the proxy statement relating to
that annual meeting as to the nature of the proposal and how persons named in
the proxy solicited by the Company's Board of Directors intend to exercise their
discretion to vote on the proposal.
EXPENSES OF SOLICITATION
The cost of solicitation of proxies for use at the Annual Meeting will be
borne by the Company. Solicitations will be made primarily by mail or by
facsimile, but regular employees of the Company may solicit proxies personally
or by telephone.
OTHER INFORMATION
The Company's Annual Report on Form 10-K for fiscal year 1999 and all
subsequent Quarterly Reports on Form 10-Q filed before the date of the Annual
Meeting are incorporated by reference in this Proxy Statement. The Company will
provide to any Shareholder, upon written request and without charge, a copy
(without exhibits) of all information incorporated by reference in this proxy
statement. Requests should be addressed to Investor Relations, Outsource
International, Inc., 1690 South Congress Avenue, Suite 210, Delray Beach,
Florida 33445.
Deerfield Beach, Florida
April 26, 2000
15
<PAGE> 19
PROXY
OUTSOURCE INTERNATIONAL, INC.
PROXY SOLICITED BY BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS
MAY 18, 2000
The undersigned shareholder hereby appoints Joseph C. Wasch, Carolyn
H. Noonan and Jon H. Peterson or any of them, attorneys and proxies for the
undersigned with power of substitution in each to act for and to vote, as
designated on the reverse side, with the same force and effect as the
undersigned, all shares of Outsource International, Inc. Common Stock standing
in the name of the undersigned at the Annual Meeting of Shareholders to be held
at the Boca Raton Marriott Hotel, 5150 Town Center Circle, Boca Raton, Florida
at 10:00 a.m. on Thursday, May 18, 2000 and at any adjournments thereof.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS
PROXY WILL GRANT AUTHORITY TO THE PROXY HOLDERS TO VOTE ON BEHALF OF THE
UNDERSIGNED SHAREHOLDER AND WILL BE VOTED "FOR" THE OTHER PROPOSALS.
IN THEIR DISCRETION, THE PROXY HOLDERS ARE AUTHORIZED TO VOTE ON SUCH
OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS
THEREOF. THE PROXY WILL BE VOTED IN ACCORDANCE WITH THE PROXY HOLDERS' BEST
JUDGMENT AS TO ANY OTHER MATTER.
<TABLE>
<S> <C> <C>
SEE REVERSE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
</TABLE>
<PAGE> 20
PLEASE MARK
[X] VOTES AS IN
THIS EXAMPLE.
1. ELECTION OF DIRECTORS:
Nominees: Garry E. Meier and Lawrence Chimerine
FOR WITHHELD
[ ] [ ]
FOR AGAINST ABSTAIN
2. RATIFY DELOITTE & TOUCHE LLP [ ] [ ] [ ]
AS INDEPENDENT AUDITORS
FOR FISCAL YEAR 2001.
[ ] MARK HERE IF YOU PLAN TO ATTEND
----------------------- THE MEETING. [ ]
For all nominees except
as noted above
MARK HERE FOR ADDRESS CHANGE AND
NOTE AT LEFT. [ ]
IMPORTANT: Please mark, date and sign
exactly as your name appears hereon, joint
owners should each sign. If the signer is a
corporation, please sign in full corporate
name by a duly authorized officer.
Executors, administrators, trustees, etc.,
should give full title as such.
Signature: Date:
-------------------- ---------
Signature: Date:
-------------------- ---------
