<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Acsys, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
- --------------------------------------------------------------------------------
(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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ACSYS, INC.
75 14th Street
Suite 2200
Atlanta, Georgia 30309
April 6, 1999
Dear Acsys, Inc. Shareholder:
On behalf of the Board of Directors and management of Acsys, Inc., I
cordially invite you to attend the Annual Meeting of Shareholders to be held at
the offices of Alston & Bird LLP, 1201 W. Peachtree Street, 42nd Floor,
Atlanta, Georgia on Monday, April 26, 1999 at 10:00 a.m. local time. The
attached Notice of Annual Meeting and Proxy Statement describe the formal
business to be transacted at the Annual Meeting.
It is important that your shares be represented at the Annual Meeting.
Regardless of whether you plan to attend, you are requested to mark, sign, date
and promptly return the enclosed proxy in the envelope provided. If you attend
the Annual Meeting, which we hope you will do, you may vote in person even if
you have previously mailed a proxy card.
Very truly yours,
Timothy Mann, Jr.
Chief Executive Officer
<PAGE>
ACSYS, INC.
75 14th STREET
SUITE 2200
ATLANTA, GEORGIA 30309
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 26, 1999
Notice is hereby given that the annual meeting of shareholders (together
with any adjournments or postponements thereof, the "Annual Meeting") of Acsys,
Inc. will be held on Monday, April 26, 1999, at 10:00 a.m., local time, at the
offices of Alston & Bird LLP, 1201 W. Peachtree Street, 42nd Floor, Atlanta,
Georgia 30309.
The Annual Meeting will be held for the following purposes:
1. To elect eight directors. The shareholders will consider and vote upon
the election of eight directors of Acsys to serve terms scheduled to end
in conjunction with the next annual meeting of shareholders or until
their successors are duly elected and qualified.
2. To consider and vote upon any other business. The shareholders will
consider and vote upon the transaction of any such other business that
may properly come before the Annual Meeting.
All shareholders are cordially invited to attend the Annual Meeting;
however, only shareholders of record at the close of business on March 12,
1999, are entitled to notice of and to vote at the Annual Meeting.
IMPORTANT--EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE AND
SIGN THE ENCLOSED PROXY, WHICH IS BEING SOLICITED BY ACSYS AND RETURN IT IN THE
ENCLOSED POSTAGE-PREPAID ENVELOPE. YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE
THE ANNUAL MEETING, AND IF YOU ATTEND THE ANNUAL MEETING YOU MAY ELECT TO VOTE
YOUR SHARES IN PERSON.
By the Order of the Board of
Directors,
Brady W. Mullinax, Jr.
Secretary
Atlanta, Georgia
April 6, 1999
<PAGE>
ACSYS, INC.
75 14th STREET
SUITE 2200
ATLANTA, GEORGIA 30309
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 26, 1999
This Proxy Statement and the enclosed form of proxy are being sent to
shareholders of Acsys, Inc., a Georgia corporation ("Acsys"), on or about April
5, 1999, in connection with the solicitation by Acsys' Board of Directors (the
"Directors" or the "Board") of proxies to be used at the annual meeting of
shareholders (together with any adjournment or postponement, the "Annual
Meeting") of Acsys to be held on Monday, April 26, 1999, at 10:00 a.m., local
time.
THE ANNUAL MEETING
Time, Date and Place
The Annual Meeting will be held at 10:00 a.m., local time, on Monday, April
26, 1999, at the offices of Alston & Bird LLP, 1201 W. Peachtree Street, 42nd
Floor, Atlanta, Georgia 30309.
Purpose of the Annual Meeting
The purpose of the Annual Meeting is to consider and vote upon: (1) the
election of eight directors of Acsys to serve until the next annual meeting of
the shareholders of Acsys; and (ii) the transaction of any other business that
may properly come before the Annual Meeting.
Record Date and Rules for Voting
Only shareholders of record at the close of business on March 12, 1999 (the
"Record Date") are entitled to be present and to vote at the Annual Meeting. As
of the Record Date, Acsys had 14,466,023 shares of Common Stock outstanding and
entitled to vote at the Annual Meeting. Each share of Acsys' Common Stock
entitles the holder to one vote with respect to all matters to come before the
Annual Meeting, and all of such shares vote as a single class. Shares
represented by duly executed proxies will be voted in accordance with
shareholders' instructions. If a shareholder signs the proxy but does not fill
in a vote, his or her shares will be voted in accordance with the Directors'
recommendations. The management of Acsys knows of no other matters to be
presented or considered at the Annual Meeting, but if any other business is
properly brought before the Annual Meeting, shares will be voted at the
Directors' discretion. The proxies named will have authority to vote for any
person for election as a director in lieu of any person nominated if the
nominee is unable to serve. It is not contemplated that any nominee will be
unable to serve.
The Board of Directors has designated Timothy Mann, Jr., Brady W. Mullinax,
Jr. and Jerri L. Davis and each of them, as proxies to vote the shares of
Common Stock solicited on its behalf. If the enclosed form of proxy is executed
and returned, it may nevertheless be revoked at any time before it has been
exercised by: (i) giving written notice to the Secretary of Acsys; (ii)
delivery of a later dated proxy; or (iii) attending the Annual Meeting and
voting in person. The shares represented by the proxy will be voted in
accordance with the directions given unless the proxy is mutilated or otherwise
received in such form as to render it illegible.
The presence in person or by proxy of shareholders owning more than one half
of the shares outstanding and entitled to vote constitutes a quorum. In
determining whether a quorum exists at the Annual Meeting for purposes of all
matters to be voted on, all votes "for" and all votes to "withhold authority"
will be counted,
1
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and shares will be counted for quorum purposes if they are represented at the
Annual Meeting for any purpose other than solely to object to holding the
meeting or transacting business at the Annual Meeting. Assuming that a quorum
is present, abstentions and broker non-votes will have no effect on the voting.
A broker non-vote occurs when a broker or nominee holding shares for a
beneficial owner votes on one proposal, but does not vote on another proposal
because the broker or nominee does not have discretionary voting power and has
not received instructions from the beneficial owner.
Assuming that a quorum is present, the vote required for election of
directors is a plurality of votes cast by the shares entitled to vote in the
election. For any other matter coming before the Annual Meeting, the matter
will be deemed to be approved if the votes cast in favor of the action exceed
the votes cast opposing the action. Shareholders do not have cumulative voting
rights. If the Annual Meeting is adjourned, the proxy may also be used at later
meetings, for the purposes stated in the Notice of Annual Meeting.
If any beneficial owner of Common Stock holds such stock in "street name"
and wishes to vote such owner's shares at the Annual Meeting, such owner must
obtain from the relevant nominee holding Common Stock a properly executed
"legal proxy" identifying the beneficial owner as a holder of Common Stock,
authorizing the beneficial owner to act on behalf of the nominee-record owner
at the Annual Meeting and identifying the number of shares that the beneficial
owner is authorized to vote.
Solicitation of Proxies; Costs
The enclosed proxy is solicited by Acsys for use at the Annual Meeting.
Acsys will solicit proxies principally by mailing these materials to the
shareholders, but the directors, officers and employees of Acsys may, on our
behalf, solicit proxies by telephone or in person. Acsys will pay all of the
costs of the solicitation, principally the costs of preparing, printing and
mailing these materials. Arrangements also will be made with custodians,
nominees and fiduciaries for the forwarding of proxy solicitation materials to
beneficial owners of shares of Common Stock held of record by such custodians,
nominees and fiduciaries, and Acsys will reimburse such custodians, nominees
and fiduciaries for their reasonable out-of-pocket expenses incurred in
connection therewith. Acsys has not retained a proxy solicitation firm to
assist in the solicitation of proxies at this time. In the event that Acsys
decides to hire a proxy solicitation firm, Acsys does not expect to pay a fee
in excess of $10,000 plus expenses.
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MANAGEMENT
The nominations for directors and the executive officers of Acsys and their
ages and positions as of the Record Date are as follows:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
David C. Cooper......... 43 Chairman of the Board
Timothy Mann, Jr........ 33 Chief Executive Officer and Director
Beth Monroe Chase....... 47 Chief Development Officer, Executive Vice President
and Director
Barry Abelson........... 52 Director
Paul Klaassen........... 40 Director
Robert M. Kwatnez....... 34 Director
William Porter Payne.... 51 Director
Harry J. Sauer.......... 47 Director
Brady W. Mullinax, 45 Vice President--Finance, Chief Financial Officer, Secretary
Jr. ................... and Treasurer
</TABLE>
Biographical Information for Executive Officers and Directors
David C. Cooper has served as the Chairman of the Board of Directors since
our formation and as Division President--Atlanta from September 1997 to July
1998. Mr. Cooper founded David C. Cooper & Associates, Inc. and DCCA
Professional Temporaries, Inc. in 1980 and served as their president until May
1997. Mr. Cooper received his Bachelor of Business Administration in Accounting
from the University of Georgia. Mr. Cooper is a past president of the American
Association of Accounting and Finance, a national network of independently
owned accounting and finance permanent placement and temporary staffing
businesses.
Timothy Mann, Jr. has served as Chief Executive Officer since October 1997
and as a Director since our formation. Prior to his becoming Chief Executive
Officer, Mr. Mann served in various roles. From 1992 until 1997, Mr. Mann was
an attorney engaged in the private practice of law, most recently with Alston &
Bird LLP in Atlanta, Georgia. Mr. Mann has extensive staffing industry
experience, having served as issuer's counsel in a number of staffing industry
public equity offerings and as buyer's counsel in a number of staffing industry
mergers and acquisitions. Mr. Mann's experience also includes service in the
audit division of Arthur Andersen LLP. Mr. Mann received his J.D. cum laude
from the University of Georgia and his Bachelor of Science in Accounting from
the University of Florida.
Beth Monroe Chase has served as a Director since our formation. She served
as Chief Operating Officer from our formation until September 1997, when she
became Chief Development Officer and Executive Vice President. Ms. Monroe Chase
was one of the founders of Infinity Enterprises, Inc. (d/b/a Don Richard
Associates of Washington) and from 1994 until our formation served as its
president. Ms. Monroe Chase served as the director of sales from 1992 to 1994
and as managing director from 1993 to 1994 for the predecessor of Don Richard
Associates of Washington (which also operated under that name). Her previous
staffing industry experience includes service as an area manager for Staff
Builders and as a regional manager with TeleSec Staffing.
Barry M. Abelson has served as a Director since the completion of our IPO in
February 1998. He has been a partner in the law firm of Pepper Hamilton LLP,
Philadelphia, Pennsylvania since May 1992 and has served as Chairman of its
Executive Committee since February 1995. Mr. Abelson received his Bachelor of
Arts in Sociology from Dartmouth College and his J.D. from the University of
Pennsylvania.
Paul J. Klaassen has served as a Director since February 1998. He is the co-
founder and has served as Chairman of the Board and Chief Executive Officer of
Sunrise Assisted Living, Inc., a long-term healthcare provider, and its
predecessor entities since 1981. He also served as President of Sunrise
Assisted Living, Inc.
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and its predecessor entities from 1981 through July 1997. Mr. Klaassen is the
founding Chairman of the Assisted Living Facilities Association of America, the
largest assisted living industry trade association. He serves on the editorial
advisory boards of Contemporary Long Term Care, Retirement Housing Report,
Assisted Living Today and Assisted Living Briefing magazines.
Robert M. Kwatnez has served as a Director since May 1998. He co-founded
ICON Search and Consulting, Inc. in September 1994 and has served as Vice
President of Acsys IT since May 1998. Mr. Kwatnez's staffing business
experience spans over the last eleven years and he currently serves as director
of Acsys IT's SAP practice. Mr. Kwatnez received his Bachelor of Business
Administration from Indiana University in 1987.
William Porter Payne has served as a Director since the completion of our
IPO in February 1998. Mr. Payne has served as Vice Chairman of WebMD since
September 1998. He also serves as Vice Chairman of Premiere Technologies, Inc.
and as Chairman of Premiere's subsidiary, Orchestrate.com, a provider of
Internet-based enhanced communications services. He previously served as Vice
Chairman of NationsBank Corporation from January 1997 until June 1998. He was
President and Chief Executive Officer of the Atlanta Committee for the Olympic
Games from 1991 to 1997. Mr. Payne is also a director of Anheuser-Busch
Companies, Inc., Cousins Properties, Inc. and Jefferson-Pilot Corporation. Mr.
Payne received his Bachelor of Arts in Political Science and J.D. from the
University of Georgia.
Harry J. Sauer has served as a Director and as Division President--
Philadelphia since September 1997. Mr. Sauer has worked in the staffing
industry since 1977, when he co-founded AcSys Resources. He served in various
positions with AcSys Resources, most recently as chief operating officer. From
1974 to 1977 he worked in the Boston offices of Coopers & Lybrand. Mr. Sauer
received his Bachelor of Arts in Political Science from American University and
his M.B.A. from Boston College. Mr. Sauer has served as the President of Hillel
of Greater Philadelphia and as a board member of several nonprofit
organizations.
Brady W. Mullinax, Jr. has served as our Vice President--Finance, Chief
Financial Officer, Secretary and Treasurer since August 1998. From 1994 to
1997, Mr. Mullinax served as chief financial officer and treasurer of Fuqua
Enterprises, Inc., a New York Stock Exchange listed company that operated a
healthcare equipment manufacturing business and a leather tanning business that
was sold on December 30, 1997. From 1987 to 1993, he was a partner with Price
Waterhouse LLP. Mr. Mullinax received his Bachelor of Science in Business
Administration from the University of North Carolina and is a certified public
accountant.
Board Organization
In accordance with Acsys' Bylaws the number of directors on the Board of
Directors is fixed at ten. Due to the resignation of John R. Ficquette as a
director in September 1998 and the resignation of Edward S. Baumstein as a
director in March 1999, there are currently two vacancies on our Board of
Directors. The number of Directors will remain fixed at ten. The Board has
presented for election only eight directors at this time as it searches for
potential Directors that the Board believes will provide valuable guidance in
managing Acsys.
Our directors are elected at the annual meeting of shareholders. Directors
and executive officers are elected or appointed to serve until they resign, are
removed, are otherwise disqualified to serve, or until their successors are
elected and qualified at the next annual meeting of shareholders. During 1998,
the Board of Directors held twelve meetings. Each director, with the exception
of Paul J. Klaassen, attended at least 75% of the aggregate of all regular,
annual and special meetings of the Board of Directors for 1998.
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Committees of the Board of Directors
In February 1998, after we completed our IPO, the Board of Directors
established a Compensation Committee and an Audit Committee. The Board of
Directors does not have a nominating committee because nominating functions are
performed by the Board of Directors as a group.
The Audit Committee was established to review our internal controls, review
the objectivity of our financial reporting and meet with our financial
personnel and independent auditors in connection with these reviews. The Audit
Committee is also charged with recommending to the Board the appointment of
independent auditors to serve as our auditors for the following year. The Audit
Committee held three meetings in 1998, and all members attended at least 75% of
the meetings. The members of the Audit Committee are Messrs. Abelson, Klaassen,
Payne and Mann.
The Compensation Committee was established to advise and make
recommendations to the Board with respect to salaries and bonuses to be paid to
the Chairman of the Board and the Chief Executive Officer. The Compensation
Committee also administers the Acsys, Inc. 1997 Stock Option Plan and our other
stock option plans. It also recommends to the Board of Directors adoption of
any compensation plans in which our officers and directors are eligible to
participate. The Compensation Committee held six meeting in 1998. All members
attended at least 75% of the meetings. The members of the Compensation
Committee are Messrs. Abelson, Klaassen and Payne.
Director Compensation
Directors who are also our employees do not receive additional compensation
for serving as directors. Each director who is not an employee (an "Outside
Director") receives $1,000 for each meeting of the Board of Directors attended
and $500 for each meeting of a committee of the Board of Directors attended.
All directors are reimbursed for out-of-pocket expenses incurred in attending
meetings of the Board of Directors or its committees and for other expenses
incurred in their capacity as Directors.
We have adopted a policy of granting to each Outside Director, upon his or
her initial appointment to the Board of Directors, a stock option to purchase
50,000 shares of Common Stock pursuant to the Option Plan. The options granted
to the Outside Directors have a three-year vesting schedule with one third of
the options vesting on each of the first, second and third anniversaries of the
date of grant. The exercise price of the options is based on the closing sales
price of Acsys' Common Stock on the date of grant. The options have a 10-year
term. Pursuant to this policy, in 1998, the Board granted options to purchase
50,000 shares of Common Stock to each of Messrs. Abelson and Payne at the IPO
price of $8.50 per share and granted options to purchase 50,000 shares of
Common Stock to Mr. Klaassen at $13.00 per share. In addition, we have adopted
a policy of granting to each Outside Director, once each quarter during the
Outside Director's term as a director, options to purchase 4,000 shares, with a
lifetime aggregate cap of 150,000 shares per Outside Director. The option
exercise price will be equal to the closing sales price of Acsys' Common Stock
at the date of each grant, and each option will have a 10-year term. One-third
of the options will vest on each of the first three anniversaries of the date
of grant, provided that all unvested options will vest upon a change in control
of Acsys (as defined in the option agreement) or the death of the Outside
Director. Pursuant to this policy, in 1998, we granted options to purchase an
aggregate of 16,000 shares of Common Stock to each of Messrs. Abelson, Klaassen
and Payne.
5
<PAGE>
EXECUTIVE COMPENSATION
Summary of Cash and Certain Other Compensation
Acsys was incorporated in March 1997 and conducted no operations in 1996.
The following table presents certain summary information concerning
compensation paid or accrued by Acsys for services rendered in all capacities
during 1998 and 1997 for (i) the Chief Executive Officer of Acsys and (ii) each
of the four other most highly compensated executive officers of Acsys
(determined as of December 31, 1998) (collectively, the "Named Executive
Officers").
<TABLE>
<CAPTION>
Long-Term
Compensation
------------
Awards
------------
Annual Compensation Securities
-------------------------- Underlying All Other
Name and Principal Salary Options/SARS Compensation
Position Year ($) Bonus ($) (#) ($)
- ------------------ ------- -------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C>
David C. Cooper...........
Chairman of the Board of 1998 $198,605 $ -- $ -- $ --
Directors 1997(1) 83,333 -- -- --
Timothy Mann, Jr.......... 1998(2) 211,153 78,000 213,357 --
Chief Executive Officer 1997(2) 110,128 -- 135,198 --
Edward S. Baumstein.......
President & Chief 1998(3) 200,000 2,500 -- --
Operating Officer 1997(3) 66,666 2,500 -- 83,327
Beth Monroe Chase......... 1998 198,460 -- -- --
Executive Vice President 1997(4) 107,590 -- -- --
& Chief Development
Officer
Brady W. Mullinax, Jr..... 1998(5) 71,173 20,000 150,000 --
Vice President-Finance, 1997 -- -- -- --
Chief Financial Officer,
Secretary & Treasurer
</TABLE>
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(1) Reflects compensation paid by Acsys to Mr. Cooper beginning on May 16,
1997, the date that Acsys employed Mr. Cooper as its Chairman of the Board
of Directors.
(2) Reflects compensation paid by Acsys to Mr. Mann in all capacities beginning
on March 12, 1997, the date that Acsys employed Mr. Mann. Mr. Mann served
in various executive positions with Acsys before becoming Chief Executive
Officer in October 1997. Mr. Mann was paid a performance bonus of $78,000
in February 1999 calculated in accordance with Mr. Mann's employment
agreement. Such bonus is reflected as compensation in 1998.
(3) Reflects compensation paid by Acsys to Mr. Baumstein in all capacities
beginning on September 3, 1997, the date that Acsys employed Mr. Baumstein.
Prior to his resignation on March 12, 1999, Mr. Baumstein had served as
Chief Operating Officer since September 1997 and as President from October
1997. Mr. Baumstein received $2,500 in each of 1997 and 1998 as a matching
contribution to his retirement account in accordance with the Acsys
Resources, Inc. 401(k) Plan. Mr. Baumstein was paid $83,327 during 1998
related to commissions and other pre-acquisition transactions. Mr.
Baumstein resigned as a Director and the President and Chief Operating
Officer of Acsys effective as of March 12, 1999.
(4) Reflects compensation paid by Acsys to Ms. Monroe Chase beginning on May
16, 1997, the date that Acsys employed Ms. Monroe Chase, who initially
served as Executive Vice President and Chief Operating Officer and became
Chief Development Officer and Executive Vice President in September 1997.
(5) Reflects compensation paid by Acsys, Inc. to Mr. Mullinax beginning on
August 21, 1998, the date that Acsys employed Mr. Mullinax as its Vice
President--Finance, Chief Financial Officer, Secretary and Treasurer. Mr.
Mullinax's base compensation is $200,000 annually. Mr. Mullinax was paid a
performance bonus of $20,000 in February 1999, which was reflected as
compensation in 1998.
6
<PAGE>
Employment Agreements, Termination of Employment and Change in Control
Arrangements.
Each of Messrs. Cooper, Mann, and Ms. Monroe Chase has entered into
employment agreements with Acsys that provide for an annual base salary of
$200,000. Mr. Mann received an increase in his base compensation to $225,000 in
April 1998. In February 1999, Mr. Mann received an increase in his base
compensation to $280,000. Each executive officer is also contractually entitled
to a bonus to be agreed upon and is based upon certain performance criteria as
set forth in his or her agreement. For 1998, Mr. Mann's agreement provided for
an annual bonus equal to 2.0% of the year-to-year increase in our earnings
before interest, taxes, depreciation and amortization, and the grant of stock
options. For 1998, Mr. Mann received a bonus of $78,000. In 1999, Mr. Mann's
bonus will be discretionary. None of our executive officers has received or is
expected to receive perquisites that exceed the lesser of $50,000 or 10% of the
salary and bonus of such executive.
Each employment agreement for the Named Executive Officers (other than Mr.
Mullinax and Mr. Baumstein) is for a term of three years and continues
thereafter for additional one-year terms until either Acsys or the executive
officer elects not to renew the agreement. Each of these agreements provides
that, in the event of a termination of employment either (i) by Acsys without
cause (as defined in the agreement) or (ii) by the employee following a change
in control (as defined in the agreement) or a breach by Acsys of such
executive's employment agreement or registration rights agreement, such
executive officer will be entitled to receive from Acsys a lump sum severance
payment equal to three times the sum of his or her then-current annual salary
plus the amount of his or her bonus calculated using the results of the
operations of Acsys for the twelve months prior to such termination. In such
event, the non-compete provisions discussed below would not apply to such
executive officer. If an executive officer resigns for any other reason, such
executive officer will be entitled to receive from Acsys a lump sum severance
payment equal to his or her then current annual salary. If an executive is
terminated upon a determination by the Board of Directors that such executive
officer failed to meet performance expectations, then such executive officer
will be entitled to receive a lump sum severance payment equal to his or her
base salary for the greater of the remainder of the term of his or her
employment agreement or one year.
Brady W. Mullinax, Jr. entered into an employment agreement on August 21,
1998 with Acsys that provides for an annual base salary of $200,000. In
February 1999, Mr. Mullinax received an increase in his 1999 base compensation
to $210,000. The term of Mr. Mullinax's agreement is effective until December
31, 2000 and continues thereafter for additional one-year terms until either
Acsys or Mr. Mullinax elects not to renew the agreement. The agreement provides
that, in the event of termination of employment either (i) by Acsys without
cause (as defined in the agreement) or a breach by Acsys of Mr. Mullinax's
employment agreement, Mr. Mullinax will be entitled to receive from Acsys a
lump sum severance payment equal to three times the sum of his then-current
annual salary plus the amount of his bonus as defined in his agreement. In such
event, the non-compete provisions discussed below would not apply to Mr.
Mullinax. If Mr. Mullinax is terminated upon a determination by the Board of
Directors that he failed to meet performance expectations, then he will be
entitled to receive a lump sum severance payment equal to his base salary for
the greater of the remainder of the term of his employment agreement or one
year. Mr. Mullinax is also contractually entitled to an annual bonus in the
discretion of the Chief Executive Officer, provided, however, he shall receive
a minimum annual bonus of 20% of his base salary then in effect for calendar
years subsequent to 1998.
Each of the above employment agreements contains a covenant not to compete
with Acsys for a period of two years immediately following termination of
employment and an obligation not to solicit any employees or customers of Acsys
for a period of one year following termination of employment.
Edward S. Baumstein Separation and Release Agreement
Acsys entered into a Separation and Release Agreement with Edward S.
Baumstein effective March 12, 1999. Pursuant to the terms of the agreement, Mr.
Baumstein resigned from the Board of Directors and as President and Chief
Operating Officer of Acsys. Acsys paid a lump sum of approximately $550,000 to
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Mr. Baumstein as a severance benefit and agreed to reimburse Mr. Baumstein for
attorneys' fees incurred by Mr. Baumstein. Mr. Baumstein has further agreed
that until March 12, 2000 (or earlier in the event that the closing sales price
of Acsys' Common Stock is below certain specified prices for a period of twenty
(20) consecutive trading days) he will not, directly or indirectly, take
certain actions, including calling shareholders' meetings, executing written
shareholder consents, participating in the solicitation of proxies or a tender
offer, purchasing additional securities or assets of Acsys or acquiring control
of Acsys' Board of Directors. In addition, Acsys and Mr. Baumstein agreed to
release and discharge the other party of any claims that such party might have
against the other relating to events occurring before the date of the
agreement.
Option/SAR Grants in Last Fiscal Year
The following table sets forth information concerning Acsys' 1998 grants of
stock options to Timothy Mann, Jr. and Brady W. Mullinax, Jr., the only Named
Executive Officers who were granted stock options in 1998.
<TABLE>
<CAPTION>
Individual Grants
----------------------------------------------
Potential Realizable
Percent of Value at Assumed
Number of Total Annual Rates of Stock
Securities Options/SARs Exercise Price Appreciation
Underlying Granted to or Base for Option Term (1)
Options/SARs Employees in Price Expiration ---------------------
Name Granted Fiscal Year ($/Sh) Date 5%($) 10% ($)
---- ------------ ------------ -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Timothy Mann, Jr........ 113,357(2) 6.0% $ 8.50 2008 $ 605,962 $1,535,626
100,000(3) 5.0 10.00 2008 628,895 1,593,743
Brady W. Mullinax, Jr... 150,000(4) 8.0 11.125 2008 1,049,468 2,659,558
</TABLE>
- --------
(1) The 5% and 10% assumed annual rates of compounded stock price appreciation
are mandated by rules of the Securities and Exchange Commission. There can
be no assurance provided to any officer or any other holder of Acsys'
securities that the actual stock price appreciation over the term will be
at the assumed 5% and 10% levels or at any other defined level. Unless the
market price of the Common Stock appreciates over the option term, no value
will be realized from options granted to the Named Executive Officers.
(2) Options equal in the amount of 1% of Acsys' outstanding shares of Common
Stock were granted at an exercise price of $8.50 per share one-half of
which will vest on each of the first two anniversaries of the IPO. These
options have a 10-year term.
(3) Options were granted at a price of $10.00 per share as determined by the
Compensation Committee of the Board of Directors. One-third of these
options vest on each of the first, second and third anniversaries of the
date of grant and have a 10-year term.
(4) Options were granted as a consideration for employment at the fair market
value of the Common Stock on the date of grant. 20,000 shares vested on the
date of grant, 30,000 shares vested on December 31, 1998, and 50,000 shares
will vest on each of December 31, 1999 and December 31, 2000. The options
have a 10-year term.
8
<PAGE>
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End
Option/SAR Values
The following table gives information with respect to options held by Mr.
Mann and Mr. Mullinax, the only Named Executive Officers who held stock options
at December 31, 1998. Acsys has never issued SARs, and none of the Named
Executive Officers exercised any stock options during 1998. The fiscal year-end
market value of $3.875 per share is equal to the closing sales price of the
Common Stock on December 31, 1998.
<TABLE>
<CAPTION>
Number of Value of Unexercised
Securities Underlying In-the-Money Options/SARs
Unexercised Options/SARs at Fiscal Year-End ($)
at Fiscal Year-End (#) (1)
Name Exercisable/Unexercisable Exercisable/Unexercisable
---- ------------------------- -------------------------
<S> <C> <C>
Timothy Mann, Jr........... 191,877/156,678 -- / --
Brady W. Mullinax, Jr...... 50,000/100,000 -- / --
</TABLE>
- --------
(1) Based upon the closing sales price of the Common Stock on December 31, 1998
of $3.875 per share. The exercise price for the stock options exceeded the
closing sales price on December 31, 1998.
Compensation Committee Interlocks and Insider Participation
The Board of Directors did not have a Compensation Committee until February
1998. The members of the Compensation Committee are Barry M. Abelson, Paul J.
Klaassen and William Porter Payne, none of whom are executive officers or
employees of Acsys.
Board Compensation Committee Report on Executive Compensation
Overview. The key components of Acsys' executive officer compensation policy
are salary, bonus and stock option awards. Each of Acsys' executive officers is
a party to an employment agreement (collectively, the "Executive Employment
Agreements") that is described above. With the exception of Mr. Mann and
Mr. Mullinax, all of the executive officers were key employees of the companies
acquired by Acsys (the "Acquired Companies"), and their employment agreements
were entered into in arm's-length negotiations as part of the overall
negotiation of the terms of the applicable acquisition.
Acsys formed its Compensation Committee in February 1998 after Acsys' IPO.
Each of the members of the Compensation Committee is an Outside Director. No
Outside Director is or has been an officer or executive of Acsys.
The members of the Compensation Committee hold primary responsibility for
determining executive officer compensation levels, subject to the terms of the
Executive Employment Agreements. The Compensation Committee has adopted a
compensation philosophy that is intended to align executive compensation with
Acsys' overall business strategy. The philosophy guiding the executive
compensation program is designed to link executive compensation and shareholder
value. The goals of the program are:
1. To compensate executive employees in a manner that aligns the employee's
interests with the interests of the shareholders;
2. To encourage continuation of Acsys' entrepreneurial spirit;
3. To reward executives for successful long-term strategic management;
4. To recognize outstanding performance; and
5. To attract and retain highly qualified and motivated executives.
The Compensation Committee intends to continue to grant to certain of Acsys'
executives and other key employees stock options at the then current market
value or at a price above market value, which options will have no monetary
value to the executives unless and until the market price of the Common Stock
increases above the exercise price. Executive officers who were owners of the
Acquired Companies and, therefore, already own a substantial number of shares
of Common Stock have not been granted options, and the Compensation Committee
has no plans to grant options to these executives at this time. The mix of base
salary, bonuses and stock option awards reflects the Compensation Committee's
intention to link executive
9
<PAGE>
compensation to Acsys' operational performance and the price of the Common
Stock. The Compensation Committee anticipates that future option grants will be
based on a subjective analysis of various performance criteria, primarily
earnings per share and operating profits, but will not directly be tied to any
one factor. Future bonus payments will be awarded in the discretion of the
Compensation Committee, as it deems appropriate. The Compensation Committee
intends to continue to examine ways to more closely link its annual bonus and
long-term incentive plans to Acsys' stock performance, with the objective of
creating plans that strengthen the relationship between shareholder value and
executive compensation.
CEO Compensation. Timothy Mann, Jr., has served as Acsys' Chief Executive
Officer since October 1997. The Compensation Committee increased Mr. Mann's
base compensation to $225,000 in April 1998 based on Mr. Mann's performance in
leading Acsys' IPO. Consistent with a formula in his employment agreement, Mr.
Mann received a bonus of $78,000 for 1998. In connection with an increase in
Mr. Mann's base compensation to $280,000 in February 1999, the Compensation
Committee and Mr. Mann agreed that his 1999 bonus would be discretionary as
determined by the Compensation Committee. The Compensation Committee granted to
Mr. Mann options to purchase 100,000 shares of Common Stock at an exercise
price of $10.00 per share which was $1.56 over the closing price on the date
granted as determined by the Compensation Committee on October 27, 1998. The
options were granted for Mr. Mann's performance in building a strong corporate
structure. The options have a three-year vesting schedule with one-third of the
options vesting on each of the first, second and third anniversaries of the
date of grant. The options have a 10-year term.
This report is submitted by the members of the Compensation Committee.
Barry M. Abelson
Paul J. Klaassen
William Porter Payne
Section 16 (a) Beneficial Ownership Reporting Compliance
Section 16 (a) of the Securities Exchange Act of 1934 requires Acsys'
directors, officers and beneficial owners of more than 10% of Acsys'
outstanding Common Stock to file with the SEC initial reports of ownership of
Acsys' equity securities and to file subsequent reports when there are changes
in such ownership. Based on a review of copies of reports submitted to Acsys
for 1998, we believe that all Section 16 (a) filing requirements for 1998 by
such persons were complied with on a timely basis, except that Mr. Payne, a
Director, was late in filing one Form 4 to report one purchase of Common Stock.
Each of Messrs. Payne, Abelson and Klaassen, each a Director, was late in
filing a Form 5 to report three option grants made to each of them.
10
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of our Common Stock as of the Record Date by: (i) each of our
Directors and Named Executive Officers; (ii) all of our executive officers and
directors as a group; and (iii) each person known by us to own beneficially
more than 5% of the Common Stock. Each of the holders listed below has sole
voting power and investment power over the shares beneficially owned. Other
than Edward S. Baumstein, each of the persons known by us to beneficially own
more than 5% of the Common Stock has an address in care of our principal
offices.
<TABLE>
<CAPTION>
Shares Beneficially Owned (1)
------------------------------------
Name of Beneficial Owner Number Percentage(%)
------------------------ ----------------- ------------------
<S> <C> <C>
Directors, Executive Officers and 5%
or Greater Shareholders:
David C. Cooper...................... 1,646,014 11.4
Timothy Mann, Jr. (2)................ 197,327 1.3
Beth Monroe Chase.................... 656,143 4.5
Brady W. Mullinax, Jr. (3)........... 50,000 *
Barry M. Abelson (4)................. 18,667 *
Paul J. Klaassen (5)................. 21,667 *
William Porter Payne (6)............. 33,667 *
Harry J. Sauer....................... 995,521 6.8
Robert M. Kwatnez.................... 710,090 4.9
Edward S. Baumstein (7).............. 923,521 6.5
All directors and executive officers
as a group (9 persons) (8).......... 4,329,096 29.3%
</TABLE>
- --------
* Less than 1%.
(1) Shares Beneficially Owned is calculated based upon 14,466,023 shares of
Common Stock that were outstanding on the Record Date. This percentage also
includes Common Stock of which such individual has the right to acquire
beneficial ownership within sixty days of such date, including but not
limited to the exercise of an option; however, such Common Stock shall not
be deemed outstanding for the purpose of computing the percentage owned by
any other individual.
(2) Includes currently exercisable options held by Mr. Mann to purchase a total
of 191,877 shares of Common Stock.
(3) Currently exercisable options held by Mr. Mullinax to purchase 50,000
shares of Common Stock.
(4) Includes currently exercisable options held by Mr. Abelson to purchase
16,667 shares of Common Stock.
(5) Includes currently exercisable options, held by Mr. Klaassen to purchase a
total of 16,667 shares of Common Stock.
(6) Includes currently exercisable options held by Mr. Payne to purchase a
total of 16,667 shares of Common Stock.
(7) Based upon a Schedule 13G dated February 24, 1999 filed with the Securities
and Exchange Commission by Mr. Baumstein. The address for Mr. Baumstein is
c/o Stephen M. Goodman, Morgan, Lewis & Bockius, 1701 Market Street,
Philadelphia, PA 19103-2921.
(8) Includes currently exercisable options to purchase a total of 291,878
shares of Common Stock.
CERTAIN TRANSACTIONS
Acquisition of ICON
We issued a total of 2,820,360 shares of Common Stock in connection with the
merger of a wholly-owned subsidiary of Acsys with and into ICON Search and
Consulting, Inc. ("ICON") in May 1998. Robert M. Kwatnez, a Director, received
705,090 shares of Common Stock in that merger. Other ICON shareholders who are
not directors, officers and/or 5% or greater shareholders of Acsys received the
balance of the 2,115,270 shares. ICON optionholders who are not directors,
executive officers and/or 5% or greater shareholders
11
<PAGE>
received options to purchase shares of Acsys Common Stock in exchange for their
ICON options. In connection with this acquisition, we granted Mr. Kwatnez,
along with the other previous shareholders of ICON, the right to register the
resale of 15% of the shares he received as consideration in the acquisition. We
filed a Registration Statement on Form S-1 relating to the registration of
those shares on November 17, 1998. The Form S-1 is currently suspended.
In addition, Mr. Kwatnez became a party to a registration rights agreement
to which certain of our current shareholders are parties. These shareholders,
including Mr. Kwatnez since May 1998, have the right in the event Acsys
proposes to register under the federal securities laws any Common Stock for our
own account or for the account of others, subject to certain exceptions, to
require us to include their shares in the registration statement, subject to
the right of any managing underwriter of any such offering to exclude some or
all of the shares for marketing reasons. In addition, through September 3,
1999, and upon the affirmative vote of the holders of a specified number of
shares of Common Stock, these shareholders have certain limited demand
registration rights to cause Acsys to register shares held by them, provided
that the aggregate estimated public offering price of all shares to be sold in
the offering is at least $5,000,000 and that any such demand must be
accompanied by either (i) the written consent of (a) David C. Cooper, (b)
either Mark E. Strassman or Beth Monroe Chase and (c) either Edwards S.
Baumstein or Harry J. Sauer to a registration pursuant to such request, or (ii)
a written valuation from a reputable investment banking firm that is a member
of the New York Stock Exchange which opines that the value of Acsys in an
offering made pursuant to such request would be at least $100 million.
We generally are required to bear the expense relating to the sale of the
shareholders' securities under these registration rights, except for
underwriting discounts and commissions, and in certain cases the fees and
expenses of the shareholders' counsel and filing fees related to the
registration statement. We also are obligated to indemnify the shareholders
whose shares are included in any of our registrations against certain losses
and liabilities, including liabilities under the federal and state securities
laws.
Prior S Corporation Status
We terminated our S corporation status and became a C corporation on
February 5, 1998 in connection with the IPO. We made distributions to the
persons who were shareholders during the period we were an S corporation, which
included David C. Cooper, Beth Monroe Chase, Edward S. Baumstein and Harry J.
Sauer. The distribution approximated the amount that such shareholders needed
to fund the payment of Federal and state income taxes payable on our taxable
income during 1997. The total amount of such distributions completed in 1998
was $838,000 and was reflected as a reduction in retained earnings.
Also in connection with the termination of our S corporation status, we
recorded a deferred tax liability of $3.0 million to recognize income tax
expense on the cash to accrual adjustment caused by our change from an S
corporation to a C corporation. We will pay this deferred tax liability over a
four-year period.
Rental of Aircraft Owned by Mr. Cooper
From time to time we use an aircraft owned by Aviation Leasing Corporation
("Aviation"), a company that is wholly-owned by David C. Cooper, our Chairman
of the Board. We have used the aircraft for business purposes, and until the
completion of our IPO in February 1998, we paid Aviation for the actual
operating costs associated with our use of the aircraft. Since that date we
have paid Aviation an amount equal to the regular commercial coach fare for
each person on the flight. We paid Aviation a total of $102,901 for such use
during 1998. We anticipate that we will continue this arrangement in the
future.
Company Policy
All transactions with our shareholders, officers and directors or their
affiliates, if any, are subject to the approval of a majority of the
independent and disinterested Outside Directors and will be conducted on terms
no less favorable than could be obtained from unaffiliated third parties on an
arm's-length basis.
12
<PAGE>
COMPARATIVE STOCK PERFORMANCE
The following graph compares the cumulative total shareholder return on
Acsys' Common Stock with the cumulative total return on the Nasdaq Stock Market
Index and the common stock of eleven companies in the staffing industry, as
described below, for the period beginning February 6, 1998, the date that
trading in Acsys' Common Stock first began on the Nasdaq National Market, and
ending December 31, 1998, the last trading date in Acsys' 1998 fiscal year.
Total return values were calculated based on cumulative total return, assuming
the value of the investment in Acsys' Common Stock and in each index on
February 6, 1998 was $100 and that all dividends were reinvested. Acsys is not
included in the peer group because management believes that, by excluding
Acsys, investors will have a more accurate view of Acsys' performance relative
to other companies in the staffing industry.
<TABLE>
<CAPTION>
Cumulative Total Return
---------------------------
2/6/98 3/98 6/98 9/98 12/98
------ ---- ---- ---- -----
<S> <C> <C> <C> <C> <C>
Acsys, Inc.......................................... 100 194 162 91 46
Peer Group.......................................... 100 118 118 77 81
Nasdaq Stock Market (U.S.).......................... 100 108 111 101 131
</TABLE>
The peer group includes the following companies: Modis Professional
Services, Inc.; On Assignment, Inc.; RCM Technologies, Inc.; Robert Half
International, Inc.; Romac International, Inc.; Interim Services, Inc.; Norrell
Corporation; and Olsten Corporation.
13
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
At the Annual Meeting, eight Directors will be elected to serve for a term
expiring at the 2000 Annual Meeting of Shareholders or until their successors
are elected and qualified. The persons named below have been nominated by the
Board of Directors for election as directors. All of these nominees are
currently serving as directors of Acsys. There are no family relationships
between executive officers or directors of Acsys.
The Board currently has two vacancies which it plans to fill at a later
date. The Board is actively searching for potential Directors that they believe
will provide valuable guidance in managing Acsys. The proxies being solicited
by Acsys' Board of Directors will not be voted for a greater number of persons
than the number of nominees named below.
Management has made inquiries and believes that each of the nominees will be
willing and able to serve if elected. If any nominee at the time of election is
unable or unwilling to serve or is otherwise unavailable for election,
discretionary authority is reserved to vote for a substitute chosen by the
Board of Directors of Acsys. The proposed nominees are not being nominated
pursuant to any arrangement or understanding with any person.
The Board of Directors recommends that shareholders vote "for" the election
of each of the following persons as directors of Acsys:
Barry M. Abelson
Beth Monroe Chase
David C. Cooper
Paul J. Klaassen
Robert M. Kwatnez
Timothy Mann, Jr.
William Porter Payne
Harry J. Sauer
Certain biographical information concerning the nominees is provided under
"Biographical Information for Executive Officers and Directors."
14
<PAGE>
SHAREHOLDER PROPOSALS
Any proposal a shareholder may desire to have included in Acsys' proxy
materials for presentation at the year 2000 Annual Meeting must be received by
Acsys at Acsys, Inc., 75 14th Street, Suite 2200, Atlanta, Georgia 30309,
Attention: Secretary, on or prior to December 28, 1999. Shareholders for the
2000 Annual Meeting of Shareholders may present a proposal from the floor of
the 2000 Annual Meeting, and they may commence their own proxy solicitation,
rather than having the proposal included in Acsys' 2000 annual proxy statement.
Under Acsys' Bylaws, however, Acsys must receive notice of any such shareholder
proposal no earlier than January 28, 2000 and no later than February 20, 2000
in order for shareholders to bring business before the 2000 Annual Meeting and
to nominate directors for election at the 2000 Annual Meeting. If Acsys does
not receive notice of the shareholder proposal between January 28, 2000 and
February 20, 2000, it may not be brought before the 2000 Annual Meeting, and
Acsys will retain discretionary voting authority over the proxies returned by
shareholders for the 2000 Annual Meeting with respect to such shareholder
proposal. Discretionary voting authority is the ability to vote proxies that
shareholders have executed and returned to Acsys, on matters not specifically
reflected on the proxy card, and on which shareholders have not had an
opportunity to vote by proxy.
15
<PAGE>
INDEPENDENT AUDITORS
Acsys has selected Arthur Andersen LLP, independent auditors, as our
principal accounting firm for the current fiscal year ending December 31,1999.
A representative of Arthur Andersen is expected to be present at the Annual
Meeting and will be available to respond to appropriate questions. The
representative will also have an opportunity to make a statement if he or she
desires to do so. Approval of Acsys' accounting firm is not a matter required
to be submitted to the shareholders.
* * * * * *
Acsys' 1998 Annual Report on Form 10-K is being mailed to shareholders along
with these proxy materials. We will furnish to each person whose proxy is
solicited, on the written request of such person, a copy of the exhibits to
such report upon request. Such request should be directed to Jerri Davis,
Assistant Secretary, Acsys, Inc., 75 14th Street, Suite 2200, Atlanta, Georgia
30309.
16
<PAGE>
PROXY
ACSYS, INC.
ATLANTA, GEORGIA
ANNUAL MEETING OF SHAREHOLDERS
The undersigned shareholder of Acsys, Inc., a Georgia corporation
("Acsys"), hereby acknowledges receipt of the Notice of Annual Meeting of
Shareholders and Proxy Statement, and hereby appoints Timothy Mann, Jr., Brady
W. Mullinax, Jr. and Jerri L. Davis, and each of them, proxies, with full power
of substitution, for and in the name of the undersigned to vote all shares of
Acsys Common Stock which the undersigned is entitled to vote on all matters
which may come before the 1999 Annual Meeting of Shareholders (the "Annual
Meeting") of Acsys, Inc. to be held on April 26, 1999 at 10:00 a.m. local time,
at the offices of Alston & Bird LLP, 1201 West Peachtree Street, Atlanta,
Georgia 30309, and at any adjournment or adjournments thereof, unless otherwise
specified herein. The proxies, in their discretion, are further authorized to
vote for the election of a person to the Board of Directors if any nominee
named herein becomes unable to serve or for good cause will not serve, are
further authorized to vote on matters which the Board of Directors does not
know a reasonable time before making the proxy solicitation will be presented
at the Annual Meeting and are further authorized to vote on other matters which
may properly come before the Annual Meeting and any adjournments thereof. The
Board of Directors recommends a vote for Proposal 1.
Proposal 1. The election of the following directors to serve until the 2000
Annual Meeting of Shareholders or until their successors are
elected and qualified.
Barry M. Abelson, Beth Monroe Chase, David C. Cooper, Paul J.
Klaassen, Robert M. Kwatnez, Timothy Mann, Jr., William Porter Payne
and Harry J. Sauer
[_] FOR [_] WITHHOLD AUTHORITY
For, except vote withheld from the following nominee or nominees: ______________
<PAGE>
This Proxy, when properly executed, will be voted in the manner directed by
the undersigned shareholder. If no direction is made, this Proxy will be voted
in accordance with the recommendation of the Board of Directors. The proxies
cannot vote your shares unless you sign and return this Proxy.
***************
Please sign exactly as your name appears on your stock certificate and date.
Where shares are held jointly, each shareholder should sign. When signing as
executor, administrator, trustee, or guardian, please give full title as such.
If a corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please is in partnership name by
authorized person.
___________________________
Signature of Shareholder
___________________________
Signature of Shareholder (If
held jointly)
Dated: ________ ________,1999
Month Date
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ACSYS, INC.
AND MAY BE REVOKED BY THE SHAREHOLDER PRIOR TO ITS EXERCISE.
