ACSYS INC, SC 14D9/A, 2000-04-27

ACSYS INC
SC 14D9/A, 2000-04-27
HELP SUPPLY SERVICES

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)

ACSYS, INC.
(Name of Subject Company)

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ACSYS, INC.
(Name of Person Filing Statement)

COMMON STOCK, NO PAR VALUE PER SHARE
(INCLUDING ASSOCIATED SERIES A JUNIOR
PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS)

(Title of Classes of Securities)

00087X 103
(CUSIP Number of Class of Securities)

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DAVID C. COOPER
CHIEF EXECUTIVE OFFICER
ACSYS, INC.
75 14TH STREET
SUITE 2200
ATLANTA, GEORGIA 30309
(404) 817-9440
(Name, Address and Telephone Number of Person authorized to
Receive Notices and Communications on Behalf of
the Person Filing Statement)

WITH A COPY TO:

BRYAN E. DAVIS
ALSTON & BIRD LLP
ONE ATLANTIC CENTER
1201 WEST PEACHTREE STREET
ATLANTA, GEORGIA 30309
(404) 881-7000

/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.

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ITEM 1. SUBJECT COMPANY INFORMATION.

The name of the subject company is Acsys, Inc., a Georgia corporation (the
"Company"). The address and telephone number of the principal executive offices
of the Company is 75 14(th) Street, Suite 2200, Atlanta, Georgia 30309. The
telephone number of the Company at its principal executive offices is
(404) 817-9440.

The title of the class of equity securities to which this
Solicitation/Recommendation Statement on Schedule 14D-9 (this "Statement" or
"Schedule 14D-9") relates is the common stock, no par value per share, of the
Company (the "Common Stock") and the associated series A junior participating
preferred stock purchase rights (the "Rights") issued pursuant to the
Shareholder Protection Rights Agreement, dated as of June 20, 1999, between the
Company and SunTrust Bank, Atlanta, as Rights Agent, as amended by Amendment
No. 1 thereto, dated April 16, 2000 (as amended, the "Rights Agreement"). As of
April 27, 2000, there were 14,499,400 shares of Common Stock outstanding.

ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.

The filing person is the subject company. The Company's name, business
address and business telephone number are set forth in Item 1 above.

This Statement relates to the tender offer by Platform Purchaser Inc. (the
"Purchaser"), a Georgia corporation and an affiliate of Vedior, N.V., a company
organized under the laws of the Netherlands ("Vedior"), to purchase all of the
outstanding shares of Common Stock and the associated Rights (the shares of
Common Stock together with any associated Rights are referred to in this
Statement as the "Shares"), at a purchase price of $5.00 per Share, net to the
seller in cash (the "Offer Price"), upon the terms and subject to the conditions
set forth in the Purchaser's Offer to Purchase, dated April 27, 2000 (the "Offer
to Purchase"), and in the related Letter of Transmittal (which, together with
any amendments or supplements thereto, collectively constitute the "Offer").
Immediately prior to the initial purchase of Shares in the Offer, the Purchaser
will become a wholly owned subsidiary of Tiberia B.V., a company organized under
the laws of the Netherlands ("Parent"), and Parent will become an affiliate of
Vedior. The Offer is described in a Tender Offer Statement on Schedule TO (as
amended or supplemented from time to time, the "Schedule TO"), filed by Vedior,
Parent and the Purchaser with the Securities and Exchange Commission (the
"Commission") on April 27, 2000. The Offer is being made in accordance with the
Agreement and Plan of Merger, dated as of April 16, 2000, by and among Parent,
the Purchaser, Vedior, Select Appointments North America Inc., a Delaware
corporation and wholly owned indirect subsidiary of Vedior ("SANA"), and the
Company (the "Merger Agreement"). The Merger Agreement provides that, subject to
the satisfaction or waiver of certain conditions, following completion of the
Offer, and in accordance with the Georgia Business Corporation Code (the
"GBCC"), the Purchaser will be merged with and into the Company (the "Merger").
Following the consummation of the Merger, the Company will continue as the
surviving corporation (the "Surviving Corporation") and will be a wholly owned
subsidiary of Parent. At the effective time of the Merger (the "Effective
Time"), each issued and outstanding Share not purchased in the Offer (other than
Shares owned by Parent, Vedior or the Company or any Subsidiary of Parent or the
Company and by shareholders, if any, who exercise their statutory dissenters'
rights under the relevant provisions of Article 13 of the GBCC) will be
converted into the right to receive $5.00 in cash or any greater amount per
Share paid pursuant to the Offer (the "Merger Consideration"). A copy of the
Merger Agreement is incorporated by reference as Exhibit (e)(1) to this
Schedule 14D-9 and is incorporated herein by reference.

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The Schedule TO states that (1) the principal executive offices of Vedior
are located at Jachthavenweg 112, 1076 DC Amsterdam, the Netherlands, telephone
number (011) 31-20-573-5626, (2) the principal office of Parent is located at
Bijlmerplein 888, 1102 MG, Amsterdam, the Netherlands, telephone number
(011) 31-20-652-3951, and (3) the principal executive offices of the Purchaser
are located at c/o Select Appointments North America Inc., 60 Harvard Mill
Square, Wakefield, MA 01880, telephone number (781) 213-1500.

ITEM 3. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

Certain contracts, agreements, arrangements or understandings between the
Company or its affiliates and certain of its directors and executive officers
are, except as noted below, described in the Information Statement pursuant to
Rule 14f-1 (the "Information Statement") under the Securities Exchange Act of
1934, as amended (the "Exchange Act") that is attached as Annex B to this
Statement and is incorporated herein by reference. Except as described in this
Statement (including in Annex B hereto) or incorporated herein by reference, to
the knowledge of the Company, as of the date of this Statement there exists no
material agreement, arrangement or understanding or any actual or potential
conflict of interest between the Company or its affiliates and (1) the Company's
executive officers, directors or affiliates or (2) Vedior, Parent, or the
Purchaser, or their respective executive officers, directors or affiliates.

THE MERGER AGREEMENT.

The following is a summary of certain provisions of the Merger Agreement
that relate to agreements, arrangements and understandings of a type described
above. The summary of the Merger Agreement contained in the Offer to Purchase
filed as Exhibit (a)(1)(A) to the Schedule TO, which is being mailed to
shareholders together with this Statement, and incorporated herein by reference,
is more complete. In addition, the following summary is qualified in its
entirety by reference to the Merger Agreement, a copy of which is incorporated
by reference as Exhibit (e)(1) hereto and is incorporated herein by reference.
Capitalized terms used and not otherwise defined herein shall have the meaning
set forth in the Merger Agreement.

THE COMPANY BOARD. The Merger Agreement provides that promptly after
(i) the Purchaser purchases and pays for that number of Shares which together
with any Shares beneficially owned (within the meaning of Rule 13d-3 under the
Exchange Act) by Parent, the Purchaser and their respective affiliates,
represents at least a majority of the Fully Diluted Shares and (ii) compliance
with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder,
whichever shall occur later, Parent shall be entitled to designate such number
of directors (the "Designees"), rounded up to the next whole number, on the
Board of Directors of the Company (the "Board" or the "Board of Directors") as
is equal to the product of the total number of directors on such Board of
Directors (giving effect to the directors designated by Parent pursuant to this
sentence) multiplied by the percentage that the number of Shares so accepted for
payment by the Purchaser bears to the total number of Shares then outstanding.
In furtherance thereof, the Company shall, upon the request of Parent (subject
to applicable law, including applicable fiduciary duties), use reasonable
efforts either to increase the size of the Board of Directors or secure the
resignations of such number of its incumbent directors, or both, as is necessary
to enable the Designees to be so elected to such Board of Directors, and shall
take all actions reasonably available to the Company to cause the Designees to
be so elected. At such time, the Company shall, if requested by Parent (subject
to applicable law, including applicable fiduciary duties), also cause persons
designated by Parent to constitute at least the same percentage (rounded up to
the next whole number) as is on Board of Directors, of each committee of such
Board

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of Directors, each board of directors of each subsidiary of the Company and each
committee (or similar body) of any such subsidiary's board of directors. In the
event that the Designees are elected to the Board of Directors, until the
Effective Time, such Board of Directors shall have at least three directors who
are directors on the date hereof and who would constitute "continuing directors"
under the GBCC (the "Independent Directors"). In the event that the Designees
are elected to the Board of Directors, after the acceptance for payment of
Shares pursuant to the Offer and prior to the Effective Time, in addition to any
other applicable requirements, the affirmative vote of a majority of the
Independent Directors shall be required to amend or terminate the Merger
Agreement by the Company, exercise or waive any of the Company's rights,
benefits or remedies under the Merger Agreement, take any other action by the
Board of Directors under or in connection with the Merger Agreement, borrow
money, amend the Company's credit facility with Bank of America, N.A. and the
other lenders, dated April 13, 1999 and as further amended on December 31, 1999
(the "Credit Agreement"), pledge or otherwise encumber any of the assets of the
Company or its subsidiaries or effect a dividend or distribution of assets of
the Company or its subsidiaries.

INDEMNIFICATION AND INSURANCE. The articles of incorporation and bylaws of
the Surviving Corporation in the Merger are required to contain indemnification
provisions that are substantially similar to the indemnification provisions in
the Company's articles of incorporation and bylaws as of April 16, 2000. These
provisions may not be amended, modified or otherwise repealed for a period of
six years after the Effective Time in any manner that adversely affects the
rights of the Company's directors, officers, employees or agents, unless such
modification is required after the Effective Time by law.

Parent has agreed to cause the Surviving Corporation in the Merger to
indemnify, defend and hold harmless the present and former directors, officers,
employees and agents of the Company and its subsidiaries (each, an "Indemnified
Party") against all liabilities arising out of actions or omissions arising out
of the Indemnified Party's service or services as directors, officers, employees
or agents of the Company or, at the Company's request, of another corporation,
partnership, joint venture, trust or other enterprise occurring at or prior to
the Effective Time (including transactions contemplated by the Merger Agreement)
to the fullest extent permitted under Georgia law and by the articles of
incorporation and the bylaws of the Company as in effect on April 16, 2000, and
any applicable indemnification contracts, including provisions relating to
advances of expenses incurred in the defense of any litigation and whether or
not the Parent or its subsidiaries are insured against any such matter. Without
limiting the foregoing, in any case in which approval by the Surviving
Corporation in the Merger is required to effectuate any indemnification, the
surviving corporation in the Merger shall direct, at the election of an
Indemnified Party, that the determination of any such approval shall be made by
independent counsel mutually agreed upon between Parent and such Indemnified
Party.

Pursuant to the terms of the Merger Agreement, the Company is required to
purchase (i) a new insurance policy or (ii) an endorsement under the Company's
existing directors, officers and corporate liability policy in a form acceptable
to the Company, which shall provide Indemnified Parties with coverage for seven
years after the Effective Time of not less than the existing coverage under, and
have other terms with respect to such coverage and amounts no less favorable in
any material respect to such directors and officers than those of such policy
maintained by the Company in effect on the date of the Merger Agreement;
provided that (i) in no event shall Parent or the Surviving Corporation in the
Merger be required to pay aggregate premiums for insurance described in this
paragraph in excess of 175% of the amount of the aggregate premiums paid by the
Company for 1999 for such purpose, but in such case Parent shall nevertheless be
obligated to provide such coverage as may be obtained for such 175% amount, and
(ii) the provisions of this paragraph shall be deemed to have been satisfied if

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prepaid policies have been obtained by the Company prior to the Effective Time,
which policies provide such directors and officers with coverage as described in
this paragraph for an aggregate period of seven years with respect to claims
arising from facts or events that occurred on or before the Effective Time, but
with the aggregate premium for such policies not exceeding $400,000. The Company
shall give Parent the opportunity to negotiate with insurers over the amount of
such premium, and the Company shall purchase such policies for the Indemnified
Parties unless Parent consents otherwise.

In the event of any such litigation (whether arising before or after the
Effective Time), (i) Parent or the Surviving Corporation in the Merger shall
have the right to assume the defense thereof and neither Parent nor the
Surviving Corporation in the Merger shall be liable to such Indemnified Party
for any legal expenses of other counsel or any other expenses subsequently
incurred by such Indemnified Party in connection with the defense thereof,
except that if Parent or the Surviving Corporation in the Merger elects not to
assume such defense, or counsel for such Indemnified Party advises that there
are substantive issues which raise conflicts of interest between Parent or the
Surviving Corporation in the Merger and such Indemnified Party, such Indemnified
Party may retain counsel satisfactory to it, and Parent or the Surviving
Corporation in the Merger shall pay all reasonable fees and expenses of such
counsel for such Indemnified Party promptly as statements therefor are received
(provided that Parent and the Surviving Corporation in the Merger shall be
obligated to pay for only one firm of counsel for all Indemnified Parties in any
jurisdiction, unless such Indemnified Parties shall have been advised in writing
by counsel that there exist conflicts of interest among such Indemnified Parties
that preclude one firm of counsel from representing the interests of all such
Indemnified Parties), (ii) Parent, the Surviving Corporation in the Merger and
such Indemnified Party will cooperate in the defense of any such litigation, and
(iii) neither Parent nor the Surviving Corporation in the Merger shall be liable
for any settlement effected without its prior written consent, which consent
shall not be unreasonably withheld. Neither Parent nor the Surviving Corporation
in the Merger have any obligation to any Indemnified Party when and if a court
of competent jurisdiction determines, and such determination shall have become
final and non-appealable, that the indemnification of such Indemnified Party is
prohibited by applicable law.

If Parent or the Surviving Corporation in the Merger or any successors or
assigns consolidate with or merge into any other person and are not the
continuing or surviving person of such consolidation or merger, or transfer all
or substantially all of its assets to any person, then and in each case, proper
provision shall be made so that the successors and assigns of Parent or the
Surviving Corporation in the Merger shall assume the obligations set forth in
this section "--Indemnification and Insurance."

EMPLOYEE BENEFIT MATTERS. The Merger Agreement provides that for the first
year following the Effective Time, each employee of the Company or its
subsidiaries shall be eligible for benefits that in the aggregate are no less
favorable than the employee benefits available to such employee under existing
plans of the Company or its subsidiaries. For purposes of such benefit plans,
programs, policies and arrangements, Parent agreed to treat the prior service of
such employees with the Company and its ERISA Affiliates (as defined in the
Merger Agreement), including all periods of service recognized under the
Acsys, Inc. 401(k) Savings Plan (the "Company 401(k) Plan"), as service rendered
to Parent or its ERISA Affiliate for eligibility and vesting purposes and,
solely with regard to vacation and sick leave programs, for benefit accrual
purposes thereunder. In the event of any termination of the Company 401(k) Plan
during the first year following the Effective Time, Parent or its ERISA
Affiliate shall maintain a tax-qualified retirement plan that, at the request of
an employee of the Company and its subsidiaries, accepts a rollover of such
employee's account from the Company 401(k) Plan.

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The Merger Agreement provides that no employee of the Company or its
subsidiaries (or eligible dependent thereof) who is eligible for and elects to
be covered under any medical or disability insurance plan of Parent or its ERISA
Affiliate, shall be excluded from coverage under such plan on the basis of a
pre-existing condition that was not also excluded under the applicable medical
or disability insurance plan of the Company or its subsidiaries. To the extent
that an employee of the Company or its subsidiaries has satisfied in whole or in
part any annual deductible or paid any out-of-pocket or co-payment expenses
under a medical insurance plan of the Company or its ERISA Affiliates for a plan
year, such individual shall be credited therefor under the corresponding
provisions of the corresponding plan of Parent or its ERISA Affiliate in which
such individual participates after the Effective Time.

The Merger Agreement provides that Parent shall honor, and shall cause the
Surviving Corporation in the Merger and its subsidiaries to honor in accordance
with their terms, all employment, severance, consulting and other compensation
contracts between the Company and its subsidiaries and any current or former
director, officer, or employee thereof that are disclosed in the Company's
disclosure memorandum to the Merger Agreement, and all provisions for vested
amounts earned or accrued through the Effective Time under the Company's
employee benefit plans.

TREATMENT OF OPTIONS. The Merger Agreement provides that (i) prior to the
initial purchase of Shares under the Offer (or in the case of Company Options
(as defined below) granted after such time, the Effective Time), Parent and the
Purchaser shall offer to each holder of an option to purchase capital stock of
the Company or its subsidiaries outstanding and effective immediately before the
Effective Time ("Company Option") that is vested and has an exercise price that
is less than the Offer Price ("Vested in the Money Option"), the right to
receive in exchange for each such option an amount in cash, payable in a lump
sum promptly following the initial purchase of Shares under the Offer, equal to
the excess of (A) the Offer Price multiplied by the number of Shares subject to
such Vested in the Money Option over (B) the exercise price of such Vested in
the Money Option multiplied by the number of Shares subject to such Vested in
the Money Option, and (ii) prior to the initial purchase of Shares under the
Offer, Parent and the Purchaser shall offer to each holder of a vested Company
Option that has an exercise price that is equal to or exceeds the Offer Price
and to each holder of an unvested Company Option, irrespective of the exercise
price thereof, the right to receive in exchange for each such option an amount
equal to one dollar multiplied by the number of Shares subject to such option
(the " Option Payment"). 50% of the Option Payment shall be paid to the former
holder of such option promptly following the initial purchase of Shares under
the Offer (or in the case of Company Options granted after such time, the
Effective Time), except that if the option holder is not and has not been an
employee of the Company or its subsidiaries, then 100% of the Option Payment
amount shall be made promptly following the initial purchase of Shares under the
Offer (or in the case of Company Options granted after such time, the Effective
Time). The balance of the Option Payment shall be paid to the former holder of
such option on the second anniversary of the initial consummation of the Offer
(the "Second Installment Date"); provided that the former holder is then
employed by the Company or its subsidiaries or an affiliate of Vedior. If the
former holder's employment is terminated prior to the Second Installment Date,
his or her right to receive the second installment of the Option Payment shall
be forfeited as of the date of such termination of employment.

The following table sets forth, with respect to each of the executive
officers and each of the directors of the Company, (1) the number of shares of
Common Stock subject to Company Options held by such persons, (2) the weighted
average exercise price of the Company Options held by such persons and (3) the
aggregate amount that each such executive officer and director will receive as
consideration for the cancellation of his or her Company Options (i.e., the
$5.00 Offer Price less the

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exercise price for Company Options that are in-the-money and $1.00 for all other
Company Options). Under the terms of their respective options agreements, upon
the change in control of the Company deemed to have resulted from the execution
of the Merger Agreement, each of the executive officer's (other than
Ms. Kennedy's) and each of the director's Company Options vested and became
immediately exercisable.

<TABLE>
<CAPTION>
WEIGHTED AVERAGE AGGREGATE
OPTION EXERCISE PRICE PAYMENT FOR
NAME SHARES(#) PER SHARE($) OPTIONS($)
- ---- ---------- ---------------- -----------
<S> <C> <C> <C>
David C. Cooper.................................. -- -- --
Barry M. Abelson................................. 82,000(1) $7.87 $96,744
Paul J. Klaassen................................. 82,000(1) 11.00 96,744
William Porter Payne............................. 82,000(1) 7.87 96,744
Harry J. Sauer................................... -- -- --
Brady W. Mullinax, Jr............................ 275,000 7.38 414,025
M. Faye Wilson................................... 50,000 1.94 153,100
Patricia Kennedy................................. 75,000 1.81 75,000
</TABLE>

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(1) Does not include options to purchase 4,000 shares of Common Stock that are
anticipated to be granted to such director at the next meeting of the
Company's board of directors, which is contemplated to occur on May 1, 2000.
These options will be fully vested and immediately exercisable on the date
of grant due to the change in control deemed to have resulted from the
execution of the Merger Agreement.

EMPLOYMENT AGREEMENTS, TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS.

Messrs. Cooper, Mullinax and Sauer and Ms. Kennedy each executed employment
agreements with the Company under which each executive currently receives an
annual base salary of $200,000, $240,000, $225,000 and $250,000, respectively.
Each of these executive officers is also contractually entitled to a bonus that
is to be agreed upon and based upon certain criteria set forth in his or her
agreement. In 1999, Messrs. Mullinax and Sauer each received a bonus of $70,000
and $85,000, respectively. Mr. Cooper and Ms. Kennedy, who did not join the
Company until February 2000, did not receive a bonus in 1999. Under their
current employment agreements, none of the Company's 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 executive officers (other than for
Mr. Mullinax) is for a term of three years and continues thereafter for
additional one-year terms until either the Company or the executive officer
elects not to renew the agreement. Mr. Mullinax's agreement remains in effect
until December 31, 2000 and continues thereafter for one-year terms until either
Mr. Mullinax or the Company elects to not renew the agreement. The Company
anticipates that Mr. Cooper's employment agreement, which is scheduled to expire
on May 16, 2000, will be extended until the date of the initial purchase of
Shares under the Offer.

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amount of his bonus calculated using the results of the operations of the
Company for the 12 months prior to such termination. In such event, the
non-compete and non-solicitation 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 the Company a lump sum
severance payment equal to his 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 employment
agreement or one year's annual salary.

Mr. Mullinax's agreement provides that in the event of termination of
employment either (1) by the Company without cause (as defined in the agreement)
or (2) by Mr. Mullinax following a change in control (as defined in the
agreement), the relocation of Mr. Mullinax outside of metro Atlanta or a breach
by the Company of Mr. Mullinax's employment agreement, Mr. Mullinax will be
entitled to receive a lump sum severance payment equal to three times the sum of
his then-current annual salary plus a bonus equal to his annual bonus for the
year prior to the year in which such termination occurs. 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 annual salary for the greater of the remainder of
the term of his employment agreement or one year's annual salary. Mr. Mullinax
must comply with the non-competition and non-solicitation covenants of his
employment agreement in the event he is terminated from employment with the
Company for any reason; however, if Mr. Mullinax's employment is terminated
either (i) by the Company without cause or (ii) by Mr. Mullinax for good reason,
the Company must pay Mr. Mullinax $200,000 as consideration for his abiding by
the non-competition and non-solicitation covenants, among others, of his
agreement.

Ms. Kennedy's agreement provides that in the event of termination of her
employment either (1) by the Company without cause (as defined in the agreement)
or (2) by Ms. Kennedy following a change in control (as defined in the
agreement) or a breach by the Company of Ms. Kennedy's employment agreement, she
will be entitled to a lump sum severance payment equal to one year of her salary
plus her guaranteed bonus at her then-current rate, provided she executes a
separation agreement containing a general release and a reaffirmation of certain
covenants in her employment agreement in a form acceptable to the Company. If
Ms. Kennedy is terminated by the Company for cause, resigns without good reason
or upon the determination by the Chief Executive Officer of the Company that she
failed to meet performance expectations, she is not entitled to severance
payments. If Ms. Kennedy is terminated upon a determination by the Chief
Executive Officer of the Company that she has failed to meet performance
expectations, the non-competition provision of her employment agreement
discussed below would not apply following her termination of employment. If
Ms. Kennedy resigns for good reason or is terminated without cause upon or after
a change in control and Ms. Kennedy executes a separation agreement containing a
general release and a reaffirmation of certain covenants in her employment
agreement in a form acceptable to the Company, she is entitled to a lump sum
severance payment equal to three times the sum of her then-current annual salary
plus her guaranteed bonus.

Each of these employment agreements contains a covenant not to compete with
the Company for a period of two years immediately following termination of
employment (with the exception of Ms. Kennedy's whose covenant is for a period
of one year) and an obligation not to solicit any employees or customers of the
Company for a period of one year immediately following termination of employment
(with the exception of Mr. Cooper's covenant that is for a period of two years).

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EMPLOYMENT AGREEMENT AMENDMENTS. In connection with the execution of the
Merger Agreement, Mr. David C. Cooper, Chairman of the Board and Chief Executive
Officer of the Company, Mr. Brady W. Mullinax, Jr., Executive Vice
President--Finance and Administration, Secretary and a director of the Company,
Mr. Harry J. Sauer, Executive Vice President--Professional Services and a
director of the Company, and Ms. Patricia Kennedy, Executive Vice
President--Information Technology of the Company, have each entered into
amendments to their respective existing employment agreements with the Company,
the terms of which will take effect at the time of the initial purchase of
Shares under the Offer. The principal provisions of the amendments to the
employment agreements are described below.

The amendment to Mr. Cooper's employment agreement provides for a
continuation of the employment agreement until (and including the date of) the
two-year anniversary of the initial purchase of Shares under the Offer. The
amendment also provides for a base salary of $300,000 with a bonus based on the
Company's performance. In addition, in lieu of the severance benefit upon a
change in control of the Company, Mr. Cooper will receive $300,000 upon the
initial purchase of Shares under the Offer and a second payment of $300,000 if
either he (i) is employed by the Company on the two-year anniversary of such
date, (ii) resigns for good reason after such date but prior to the two-year
anniversary of such date, or (iii) is terminated without cause after such date
but prior to the two-year anniversary of such date. The amendment to
Mr. Cooper's employment agreement also requires Mr. Cooper to continue to comply
with certain non-solicitation, non-competition and confidentiality covenants in
the event that he is terminated from employment with the Company for any reason.

The amendment to Mr. Mullinax's employment agreement provides for a
continuation of the employment agreement until (and including the date of) the
two-year anniversary of the initial purchase of Shares under the Offer. The
amendment also provides for a base salary of $240,000 with a bonus to be
determined at the discretion of the Chief Executive Officer of the Company,
provided that such bonus would be at least 20% of his base salary then in
effect. In addition, in lieu of the severance benefit upon a change in control
of the Company, Mr. Mullinax will receive $535,000 upon the initial purchase of
Shares under the Offer and a second payment of $535,000 if either he (i) is
employed by the Company on the two-year anniversary of such date, (ii) resigns
for good reason after such date but prior to the two-year anniversary of such
date, or (iii) is terminated without cause after such date but prior to the
two-year anniversary of such date. The amendment to Mr. Mullinax's employment
agreement also eliminates the requirement that the Company pay Mr. Mullinax
$200,000 as compensation for his complying with certain non-competition,
non-solicitation and confidentiality covenants for two years following his
employment with the Company.

The amendment to Mr. Sauer's employment agreement provides for a
continuation of the employment agreement until (and including the date of) the
two-year anniversary of the initial purchase of Shares under the Offer. The
amendment also provides for a base salary of $225,000 with a bonus to be
determined based on the Company's performance, provided that such bonus would be
at least $75,000. In addition, in lieu of the severance benefit upon a change in
control of the Company, Mr. Sauer will receive $487,500 upon the initial
purchase of Shares under the Offer and a second payment of $487,500 if either he
(i) is employed by the Company on the two-year anniversary of such date,
(ii) resigns for good reason after such date but prior to the two-year
anniversary of such date, or (iii) is terminated without cause after such date
but prior to the two-year anniversary of such date. The amendment to
Mr. Sauer's employment agreement also requires Mr. Sauer to comply with certain
non-solicitation, non-competition and confidentiality covenants in the event
that he is terminated from employment with the Company for any reason.

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The amendment to Ms. Kennedy's employment agreement does not impact the
duration of Ms. Kennedy's employment agreement or her compensation thereunder.
The amendment provides, in lieu of the severance benefit upon a change in
control of the Company, Ms. Kennedy will receive $532,013 upon the initial
purchase of Shares under the Offer and a second payment of $532,013 if either
she (i) is employed by the Company on the two-year anniversary of such date,
(ii) resigns for good reason after, but prior to the two-year anniversary of
such date, or (iii) is terminated without cause after such date but prior to the
two-year anniversary of such date. The amendment also requires the Company to
pay Ms. Kennedy 50% of the value of her unvested Company Options at the
Effective Time of the Merger and 50% of the value of her unvested Company
Options on the second anniversary of the Effective Time of the Merger. The
amendment to Ms. Kennedy's employment agreement also requires Ms. Kennedy to
continue to comply with certain non-competition restrictions in the event that
she is terminated from employment with the Company for cause resulting from her
failure to meet certain performance expectations.

SUPPORT AGREEMENTS.

Simultaneously with the execution of the Merger Agreement, Vedior and the
Purchaser entered into Support Agreements each dated as of April 16, 2000 (the
"Support Agreements"), with Harry J. Sauer, a director and Executive Vice
President--Professional Services of the Company, and The Sauer Family
Foundation, a family foundation controlled by Mr. Sauer (Mr. Sauer, together
with The Sauer Family Foundation, are referred to herein collectively as
"Sauer"), and David C. Cooper, the Company's Chief Executive Officer and the
Chairman of its Board of Directors, and Mr. Cooper's wife, Teri L. Cooper
(Mr. Cooper, together with his wife, are referred to collectively herein as
"Cooper") (collectively, the "Principal Shareholders"). The Principal
Shareholders have represented that they have voting and dispositive control over
2,451,685 Shares, which represented approximately 17% of the outstanding Shares
as of April 16, 2000. Pursuant to the Support Agreements, the Principal
Shareholders have agreed:

(a) On or prior to the expiration date of the Offer, each of the
Principal Shareholders will tender, or cause to be tendered, to the
Purchaser in the Offer, all of the 1,656,164 Shares held by Cooper and all
of the 795,521 Shares held by Sauer, including Shares acquired through the
exercise of Company Options, immediately prior to the expiration of the
Offer. If a Principal Shareholder withdraws any tender of such Shares in the
Offer, such Principal Shareholder shall immediately, but in no event later
than the expiration date of the Offer, re-tender such Shares to the
Purchaser in the Offer.

(b) Each of the Principal Shareholders shall not sell, transfer or
encumber its Shares (except in the Offer).

(c) In the event that a Principal Shareholder does not tender its Shares
pursuant to its Support Agreement and the Purchaser completes the Offer, at
any meeting of shareholders of the Company, such Principal Shareholder has
agreed to vote all of its Shares, and any other common shares of the Company
which such Principal Shareholder may own, or have the power to vote, in
favor of the Merger. Each Principal Shareholder revokes any and all previous
proxies with respect to any of its Shares and grants to the Purchaser and
such individual or entities as the Purchaser may designate an irrevocable
proxy to vote all of the Shares owned by such Principal Shareholder in favor
of the Merger. In addition, each Principal Shareholder has agreed to execute
such additional documents as the Purchaser, or Vedior, may reasonably
request to effectuate the Purchaser's voting rights described in this
paragraph.

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(d) The Support Agreements may be terminated at any time (i) by mutual
written consent of the parties, or (ii) by any party if the Merger Agreement
has been terminated in accordance with its terms. Such right of termination
is not available to any party whose breach of any obligation thereunder has
been the cause of or resulted in the failure of the Offer or the
transactions contemplated by the Merger Agreement or the Support Agreements
to be consummated. No such termination shall relieve any party from
liability for any breach of the Support Agreements.

The foregoing summary of the Support Agreements is qualified in its entirety
by reference to the Support Agreements, copies of which are incorporated by
reference as Exhibit (e)(2) and Exhibit (e)(3) to this Schedule 14D-9 and are
incorporated herein by reference. The Support Agreements should be read in their
entirety for a more complete description of the matters summarized above.

CONFIDENTIALITY AGREEMENT.

Pursuant to a confidentiality agreement dated May 21, 1999, as amended on
March 31, 2000 (the "Confidentiality Agreement"), the Company, Select
Appointments (Holdings) PLC and Vedior agreed to keep confidential certain
information provided by the Company or its representatives. The Confidentiality
Agreement also contains provisions prohibiting Vedior or its affiliates from
acquiring Shares without the consent of the Company's Board of Directors. The
Merger Agreement provides that certain information exchanged pursuant to the
Merger Agreement will be subject to the Confidentiality Agreement.

The foregoing summary of the Confidentiality Agreement is qualified in its
entirety by reference to the Confidentiality Agreement, a copy of which is
incorporated by reference as Exhibit (d)(4) to this Schedule 14D-9 and is
incorporated herein by reference. The Confidentiality Agreement should be read
in its entirety for a more complete description of the matters summarized above.

ITEM 4. THE SOLICITATION OR RECOMMENDATION.

(A) RECOMMENDATION OF THE BOARD OF DIRECTORS. The Company's Board of
Directors, at a meeting held on April 16, 2000, determined that the terms of the
Offer and the Merger are in the best interests of the shareholders of the
Company. At this meeting, the Board unanimously adopted and approved the Merger
Agreement, the Offer, the Merger and the other transactions contemplated by the
Merger Agreement, and unanimously approved the Merger Agreement and the Support
Agreements for purposes of Section 14-2-1111 of the GBCC. The Board recommends
that shareholders accept the Offer and tender their Shares pursuant to the
Offer.

(B)(I) BACKGROUND OF THE OFFER; CONTACTS WITH VEDIOR AND PARENT.

In December 1998, the Company announced that its financial results for 1998
would not meet the forecasted results made by securities analysts. In the period
that followed this announcement, the Company's Common Stock traded at prices
lower than the Company's initial public offering price of $8.50 in February
1998. The Company's stock price continued to decline in 1999, as the temporary
staffing services sector experienced difficult operating conditions. The Company
also faced challenges relating to integrating the companies that it acquired in
1997 and 1998 and the decrease in the Company's contract staffing business for
the implementation of Enterprise Resource Planning software due to clients
allocating their resources away from implementing Enterprise Resource Planning
software in order to address Year 2000 issues.

In May 1999, senior management of the Company was approached by
representatives of Select Appointments (Holdings) PLC ("Select," now a
subsidiary of Vedior), at that time a publicly traded

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temporary services company headquartered in England, regarding a possible
business combination transaction between Select and the Company. On May 11,
1999, David Cooper, the Company's Chairman of the Board, and Timothy Mann, the
Company's then Chief Executive Officer, met in Chicago with Anthony Martin and
Zachary Miles, the Chief Executive Officer and Chief Financial Officer,
respectively, of Select, and a representative of the investment banking firm of
Robert W. Baird & Co. Incorporated ("Baird") that was advising Select in its
discussions with the Company.

A week later, on May 18 and 19, 1999 in Palm Springs and San Francisco,
California, Messrs. Cooper and Mann again met with Mr. Martin, along with Jack
Unroe, a senior executive of Accountants Inc., a subsidiary of Select, for the
purpose of continuing discussions regarding the potential benefits from a
combination of both companies. On May 21, the Company and Select executed a
confidentiality agreement, and exchanged non-public financial and other
information.

On May 27, 1999, the Company held a special meeting of its Board of
Directors to apprise the directors of these business developments. The Company's
Board of Directors directed management to interview several investment banking
firms to assist the Company in a thorough evaluation of its various strategic
alternatives, including, but not limited to, a possible combination with Select.
Senior management of the Company interviewed several investment banking firms,
and on June 9, 2000, the Board met and authorized the Company to hire Donaldson,
Lufkin & Jenrette Securities Corporation ("DLJ") as the Company's financial
advisor to assist the Board in evaluating the Company's strategic alternatives.
Also, at the June 9, 1999 meeting, the Board created a Committee on Strategic
Planning (the "Committee") consisting of the Company's outside directors for the
purposes of considering, evaluating and advising the Board on the strategic
alternatives that might be available to the Company.

In June 1999, the senior management of the Company and representatives of
DLJ discussed various strategic alternatives for the Company, including the
following: (i) remaining as a stand-alone company and focusing on continued
internal growth with moderate external acquisition activity, (ii) a leveraged
recapitalization by the Company that would replace equity capital with debt
capital, (iii) some type of strategic business combination, possibly involving
the sale of the Company and (iv) other extraordinary corporate transactions.

On June 16, 1999, DLJ presented its analyses of the various alternatives to
the Board. After careful consideration, the Board concluded that the combination
of the Company with another company in the temporary services industry was
likely to result in the greatest shareholder value and involve the least amount
of execution risk relative to the various other strategic alternatives available
to the Company. The Board authorized senior management and DLJ to embark upon a
process of contacting companies that might be interested in a business
combination with the Company.

Also at the June 16, 1999 Board meeting, the Board discussed its ability to
respond to inadequate offers made by third parties, and on June 20, 1999, the
Company adopted the Rights Agreement as a mechanism that would help ensure that
potential third party acquirors negotiate with the Board of Directors.

The Company's management, with the assistance of DLJ, then identified a
number of third parties in the temporary staffing services sector that might
have an interest in a business combination with the Company. Commencing in late
June 1999, representatives of DLJ contacted a number of third parties in an
effort to ascertain on a preliminary basis their level of interest in a business
combination with the Company. Through the period from late June 1999 to early
September 1999, the Company contacted 21 parties and entered into
confidentiality agreements with and furnished information to 11 parties that
expressed interest in a business combination with the Company. During this time,
the Company's

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management and representatives of DLJ held various meetings and discussions with
interested parties, including a meeting with representatives of Select on
June 23, 1999, regarding the Company's operations and the terms for a possible
transaction. The Committee was kept apprised of these discussions.

On July 23, 1999, DLJ reviewed with the senior management of the Company the
indications of interest in acquiring the Company received prior to that time,
including the indication of interest received from Select on July 20, 1999. At a
meeting on July 27, 1999, the Board of Directors received an update on the
process, and after careful deliberation, the Board authorized management, the
Committee and DLJ to continue the process of soliciting indications of interests
from interested parties and to report back to the Board at an appropriate time.
The Company established a deadline of August 12, 1999 for receiving indications
of interests.

On August 17, 1999, the Company's management, the Committee and DLJ updated
the Board on the results of the Company's efforts to solicit indications of
interests as of the August 12, 1999 deadline and again reviewed the various
strategic alternatives available to the Company. After extensive discussion, the
Board again authorized the management, the Committee and DLJ to continue the
process of pursuing a possible business combination.

Discussions between the Company and Select continued through the third
quarter of 1999, with the primary open items being the amount and type of
consideration that Select would furnish. On September 1, 1999, Select announced
that it had reached an agreement to be bought by Vedior. On September 23 and 24,
1999, Messrs. Cooper and Mann traveled to Select's headquarters in England and
met with senior executives at Select to discuss whether the combined
Select/Vedior entity would have an interest in acquiring the Company and on what
basis.

On September 28, 1999, the Company sent Select a draft merger agreement that
contemplated an all-stock transaction, but discussions were then terminated in
early October 1999 after Select advised the Company that it needed to focus on
the successful completion of its transaction with Vedior before continuing
further the discussions with the Company.

At a meeting on October 26, 1999, the Board of Directors reviewed the
outcome of the process initiated in June 1999 and the status of recent
third-party discussions (including an all-cash indication of interest that had
been submitted in October 1999 by a financial buyer). After an evaluation of the
Company's current and prospective situation and its various strategic options,
the Board of Directors determined not to pursue discussions with any particular
prospective strategic partner at that time. In addition, at this October 26,
1999 meeting, Mr. Brady W. Mullinax, Jr., the Company's Executive Vice
President--Finance and Administration and Secretary, was appointed to the Board
of Directors.

In December 1999, the Company experienced significant changes in the
composition of its senior management, including the resignation of Mr. Mann as
the Company's Chief Executive Officer and subsequently the election of
Mr. Cooper to that office. In addition, three directors, including Mr. Mann,
resigned from the Board, and a new outside director, M. Faye Wilson, was elected
to the Board.

On February 1, 2000, Mr. Cooper received an unsolicited telephone call from
a senior executive of a publicly traded company (the "Other Bidder") that was
contacted by DLJ in June-July 1999 and that expressed interest in a possible
business combination with the Company. During February 2000, Messrs. Cooper and
Mullinax met several times with executives from the Other Bidder. These
discussions with the Other Bidder continued into March 2000. On March 14, 2000,
Mr. Cooper and Mr. Mullinax made telephone calls to other Board members
informing them of the serious nature of the Other Bidder's

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interest. On March 16, 2000, counsel for the Other Bidder sent a draft merger
agreement to the Company that contemplated an all-stock merger with various
purchase price caps, or collars, and rights of the Other Bidder to terminate the
agreement based on the Other Bidder's stock price.

Negotiations between the Other Bidder and the Company intensified in mid- to
late-March 2000. DLJ was asked to perform various financial analyses, and at a
special meeting of the Board on March 26, 2000, DLJ made a presentation to the
Board regarding the Other Bidder's proposal. In addition, representatives of the
Company's legal counsel, Alston & Bird LLP ("Alston & Bird"), made a
presentation regarding the directors' fiduciary duties under Georgia law.

At that meeting, the Board of Directors instructed DLJ and senior management
to approach those parties from the summer of 1999 who had expressed a serious
interest in a business combination with the Company and who the Board and DLJ
considered likely to be able to effect a business combination. DLJ then
contacted each of these parties, which included Vedior (as noted above, the new
parent company of Select), and asked that they respond as soon as possible with
a specific proposal.

Due to fluctuations in the Company's stock price, increased trading volume
and rumors in the marketplace, on March 29, 2000, the Company issued a press
release stating that it was in preliminary business combination discussions.

As a result of DLJ's contacting Baird and subsequent discussions between DLJ
and Baird, Vedior expressed an interest in having an opportunity to further
evaluate a business combination with the Company. On March 29, 2000, following a
series of discussions between DLJ and Vedior's financial advisors and after
consultation with DLJ and Alston & Bird, the Company distributed a draft merger
agreement contemplating an all-cash transaction with Vedior. Also, over the
weekend of March 31, 2000, representatives of Vedior conducted additional due
diligence with respect to the Company, and on April 3, 2000, Vedior presented
the Company with a proposal to acquire the Company at a price of $5.00 per
Share. At an April 3, 2000 meeting of the Board, the Board was provided with
detailed information regarding the Other Bidder's proposal. The Other Bidder's
proposal provided for a stock-for-stock pooling transaction in which each share
of the Common Stock would be exchanged for an amount of the Other Bidder's
common stock that varied depending upon the average stock price of the Other
Bidder prior to closing. The Board was also given information with respect to
Vedior's proposal.

Under the Other Bidder's proposal, the maximum dollar value of the stock
consideration to be received by the Company's shareholders for the Common Stock
was capped at $5.02, but there was no minimum dollar value that the Company's
shareholders were assured of receiving. If the value of consideration to be
received by the Company's shareholders was less than $4.12, however, both the
Other Bidder and the Company had the right to terminate the transaction. The
terminating party would be required to reimburse the other party for its
expenses in an amount not to exceed $1.0 million.

With the assistance of DLJ and Alston & Bird, the Company then engaged in
simultaneous negotiations with the Other Bidder and Vedior. The Committee met
separately on April 5, 2000 to evaluate the two alternative transactions and was
regularly provided updates on the negotiations by Mr. Cooper. Based on the Other
Bidder's proposal as of April 5, 2000, the Committee determined that the Other
Bidder's proposal was inadequate compared to Vedior's offer and directed
management to advise the Other Bidder of this fact and to afford the Other
Bidder an opportunity to improve its proposal. The Committee reached this
conclusion based on a number of factors, including that the consideration
offered by the Other Bidder was common stock rather than cash and the resulting

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relative uncertainty of the value of the Other Bidder's offer due to the
volatility in the Other Bidder's common stock price as well as the various
purchase price caps, or collars, and rights to terminate the agreement based on
the Other Bidder's stock price and the risk allocation provisions of certain
portions of the draft merger agreement. The Committee also considered the fact
that, because the Other Bidder's offer contemplated an all-stock merger rather
than a cash tender offer for all of the Shares, the Company's shareholders would
be required to wait longer to receive the transaction consideration as compared
to the tender offer proposed by Vedior.

During the week of April 3, 2000, Vedior provided the Company with proposed
support agreements to be executed with Mr. Cooper and Harry J. Sauer, the
Executive Vice President--Professional Services, a director and 5.5% shareholder
of the Company. In addition, as a condition to Vedior agreeing to acquire the
Company, Vedior insisted on amendments to the existing employment agreements
with Messrs. Cooper, Sauer and Mullinax and Ms. Kennedy, the Executive Vice
President--Information Technology, which would govern the continued employment
of these executives with the Company after the closing of the Offer. Counsel for
these executives and counsel for Vedior separately negotiated the terms of these
arrangements, although Alston & Bird and members of the Committee were kept
apprised of the negotiations and reviewed drafts of the agreements as
negotiations progressed.

On April 11, 2000, Mr. Cooper telephoned the lead negotiator of the Other
Bidder to inform him that the Other Bidder's proposal was inadequate when
compared to the other offer being considered by the Company and to invite the
Other Bidder to improve its proposal. On April 13, 2000, the lead negotiator of
the Other Bidder telephoned Mr. Cooper and informed him that the Other Bidder
would not increase or otherwise improve its proposed amount of consideration to
be paid to the Company's shareholders. The Other Bidder further informed
Mr. Cooper that in light of the other offer being considered by the Company, the
Other Bidder was withdrawing its proposal.

On April 16, 2000, the Board held a special meeting to discuss the proposed
transaction with Vedior and the terms of the Merger Agreement and the other
related agreements. Messrs. Cooper and Mullinax, with the assistance of
representatives from Alston & Bird and DLJ, reviewed the proposed transaction.
In addition, DLJ made a financial presentation and orally delivered its fairness
opinion, which it subsequently confirmed in writing, to the effect that, as of
that date and based upon and subject to the assumptions, limitations and
qualifications set forth in its written opinion, the consideration to be
received by the Company's shareholders in the Offer and the Merger was fair from
a financial view to such shareholders. In addition, representatives of Alston &
Bird summarized the terms and conditions of the Merger Agreement, the Support
Agreements and the employment agreement amendments, and reviewed again with the
directors their fiduciary duties under Georgia law.

After discussion and consideration of the factors and reasons described
below under "--Reasons for the Recommendation of the Board of Directors," the
Board determined that the Offer and the Merger were in the best interests of the
Company's shareholders, and unanimously adopted and approved the Merger
Agreement, the Offer, the Merger and the other transactions contemplated by the
Merger Agreement, and recommended that the Company's shareholders accept the
Offer and tender their Shares pursuant to the Offer. In addition, the Board
unanimously approved the terms of the Support Agreements, the employment
agreement amendments and an amendment to the Rights Agreement.

Following the meeting of the Board, on April 16, 2000, the Company, Parent,
the Purchaser, Vedior and SANA executed the Merger Agreement, Messrs. Cooper and
Sauer and their affiliates

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executed the Support Agreements and Messrs. Cooper, Sauer and Mullinax and
Ms. Kennedy executed the amendments to their respective employment agreements
with the Company.

On April 17, 2000, prior to the opening of the financial markets in Europe,
Vedior and the Company issued a joint press release announcing the execution of
the Merger Agreement and the related documents.

On April 27, 2000, Parent and the Purchaser commenced the Offer.

(II) REASONS FOR THE RECOMMENDATION OF THE BOARD OF DIRECTORS.

In reaching its recommendation described above in paragraph (a) of this
Item 4, the Board of Directors considered a number of factors, including the
following:

1. COMPANY OPERATING AND FINANCIAL CONDITION. The Board considered the current
and historical financial condition and results of operations of the Company,
as well as the prospects and strategic objectives of the Company, including
the risks involved in achieving those prospects and objectives, and the
current and expected conditions in the industry in which the Company
operates. The Board also discussed the current conditions and pricing
pressures in the staffing industry and the resulting negative impact of such
factors on the Company's projected profitability and cash flow.

2. TRANSACTION FINANCIAL TERMS/PREMIUM TO MARKET PRICE. The Board reviewed the
relationship of the Offer Price to the historical market prices of the
Shares. The $5.00 per Share Offer Price represents a 56.9% premium over the
$3.19 closing price of the Shares on the American Stock Exchange on
April 11, 2000 and a 150% premium over the $2.00 average closing price for
the 30-day trading period ending on April 11, 2000. The Board also
considered the form of consideration to be paid to holders of Shares in the
Offer and the Merger, and the certainty of value of such cash consideration
compared to stock. The Board was aware that the consideration received by
holders of Shares in the Offer and Merger would be taxable to such holders
for federal income tax purposes.

3. STRATEGIC ALTERNATIVES. The Board considered presentations of DLJ and
reviewed trends in the industry in which the Company operates. The Board
also considered the strategic alternatives available to the Company,
including the Company's alternative to remain an independent public company
and the possibility of acquisitions or mergers with other companies in its
industry, a recapitalization of the Company and other extraordinary
corporate transactions, as well as the risks and uncertainties associated
with such alternatives. The Board discussed possible alternatives to the
Offer and the Merger and the risks associated therewith. The Board also
considered the information provided by DLJ relating to the process that had
been conducted on behalf of the Company by DLJ since June 1999 relating to
the Company's exploration of strategic alternatives available to it,
including information regarding discussions and meetings held by DLJ and the
Company's management with other potential acquirors of the Company. The
Board discussed the extensive arms'-length negotiations between the Company
and Vedior and the Company and the Other Bidder that resulted in the Merger
Agreement and the $5.00 per Share Offer Price. The Board noted that none of
these discussions with other potential buyers resulted in proposals to
acquire the Company that were as favorable to the Company and its
shareholders as the Offer and the Merger.

4. DLJ FAIRNESS OPINION. The Board took into account the presentations and
advice from DLJ and the written opinion of DLJ, dated April 16, 2000, that
as of that date, based upon and subject to the assumptions, limitations and
qualifications set forth in the opinion, the Offer Price or the Merger

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Consideration to be received by the shareholders of the Company in the Offer
and the Merger, respectively, was fair to such shareholders from a financial
point of view. A copy of the opinion rendered by DLJ to the Board, setting
forth the procedures followed, the matters considered, the assumptions and
qualifications made and the limitations on the review undertaken by DLJ in
arriving at its opinion, is attached hereto as Annex A and incorporated
herein by reference. Shareholders are urged to read this opinion in its
entirety.

5. TIMING OF COMPLETION. The Board of Directors considered the anticipated
timing of consummation of the transactions contemplated by the Merger
Agreement, including the structure of the transactions as a tender offer for
all of the Shares, which should allow shareholders to receive the
transaction consideration earlier than in an alternative form of
transaction, followed by the Merger in which shareholders will receive the
same consideration as received by shareholders who tender their Shares in
the Offer. The Board of Directors also considered the financial condition
and business reputation of Parent and of Vedior and SANA, as guarantors of
obligations under the Merger Agreement, and the ability of Parent, the
Purchaser and Vedior to complete the Offer and Merger in a timely manner.

6. LIMITED CONDITIONS TO CONSUMMATION. The Board discussed how Parent's and the
Purchaser's obligations to consummate the Offer and the Merger are each
subject to a limited number of conditions, with no financing condition. The
Board also considered the likelihood of obtaining required regulatory
approvals and the terms of the Merger Agreement regarding the obligations of
both companies to pursue such regulatory approvals.

7. ALTERNATIVE TRANSACTIONS. The Board of Directors considered that under the
terms of the Merger Agreement, while the Company is prohibited from
soliciting, initiating or encouraging the making of acquisition proposals
from third parties, the Company may engage in any negotiations or
discussions with, or provide any information to, a third party in response
to an unsolicited written acquisition proposal by such third party if, among
other things, the Board concludes in good faith (x) after consulting with
its independent financial advisors, that such third party is reasonably
capable of consummating such acquisition proposal, taking into account the
legal, financial, regulatory and other aspects of such acquisition proposal
and the third party making such acquisition proposal, and that such
acquisition proposal could be reasonably expected to result in a superior
proposal and (y), after consultation with its outside legal counsel, that
the failure to take such action would be inconsistent with its fiduciary
duties under applicable law. The Board further considered that the terms of
the Merger Agreement permit the Company to terminate the Merger Agreement to
enter into an alternative unsolicited acquisition proposal (1) if, prior to
or concurrently with terminating the Merger Agreement, the Company pays the
Purchaser a $5.7 million termination fee plus up to $500,000 of
out-of-pocket expenses incurred by Parent and the Purchaser in connection
with the transactions contemplated by the Merger Agreement and (2) if the
Board of Directors determines, after consultation with its outside legal
counsel, prior to the consummation (or, if the Offer is consummated and
extended, the initial consummation) of the Offer, that the failure to
approve or recommend such an acquisition proposal that is a superior
proposal would be inconsistent with the Board's fiduciary duties under
applicable law. The Board considered the possible effect of these provisions
of the Merger Agreement on third parties who might be interested in
acquiring the Company. In this regard, the Board recognized that the
provisions of the Merger Agreement relating to termination fees and
solicitation of acquisition proposals were insisted upon by Vedior, Parent
and the Purchaser as a condition to entering into the Merger Agreement and
that the terms were extensively negotiated. The Board of Directors also
considered the contacts that the Company had had with third parties
regarding a potential

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transaction involving the Company, and took into account the views of
management and DLJ as to the likelihood that a third party would be prepared
to pay a higher price for the Shares than the consideration offered in the
Offer and the Merger in a transaction that could be completed on a timely
basis.

The foregoing includes all material factors considered by the Board of
Directors. In view of its many considerations, the Board did not find it
practical to, and did not, quantify or otherwise assign relative weights to the
specific factors considered. In addition, individual members of the Board may
have given different weights to the various factors considered. After weighing
all of these considerations, the Board determined to adopt and approve the
Merger Agreement, the Offer, the Merger and the transactions contemplated by the
Merger Agreement, and recommend that holders of Shares tender their Shares under
the Offer.

(C) INTENT TO TENDER. Simultaneously with entering into the Merger
Agreement, Vedior and the Purchaser entered into Support Agreements wherein each
of David C. Cooper, the Company's Chief Executive Officer and Chairman of its
Board of Directors, and his spouse, and Harry J. Sauer, a director and Executive
Vice President--Professional Services of the Company, and the family foundation
controlled by Mr. Sauer, agreed to tender all Shares beneficially owned by them
in the Offer, and if applicable, to vote their shares in favor of the Merger. To
the Company's knowledge, after reasonable inquiry, the Company believes that all
other executive officers and directors of the Company intend to tender all
Shares held of record or beneficially owned by them pursuant to the Offer.

ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.

Pursuant to an engagement agreement dated March 29, 2000 (which replaced an
engagement agreement dated June 9, 1999), the Company formally retained DLJ to
act as its financial advisor in connection with the evaluation of strategic
alternatives, including the possible sale of the Company. The Board retained DLJ
based upon DLJ's qualifications, experience and expertise. DLJ is an
internationally recognized investment banking and advisory firm. DLJ, as part of
its investment banking and financial advisory business, is continuously engaged
in the valuation of businesses and securities in connection with mergers and
acquisitions, negotiated underwritings, competitive biddings, secondary
distributions of listed and unlisted securities, private placements and
valuations for corporate and other purposes. In addition, DLJ is a full-service
securities firm engaged in securities trading, brokerage and financing
activities. In the ordinary course of DLJ's trading and brokerage activities,
DLJ or its affiliates may at any time hold long or short positions, and may
trade or otherwise effect transactions, for its own account or the accounts of
customers, in equity securities of the Company.

Pursuant to the terms of the engagement agreement, dated March 29, 2000, the
Company has agreed to pay a fee that is customary in transactions of this
nature, a substantial portion of which is contingent upon the consummation of
the Offer and the Merger. In addition, the Company agreed to reimburse DLJ, upon
request by DLJ from time to time, for all out-of-pocket expenses (including the
reasonable fees and expenses of counsel) incurred by DLJ in connection with its
engagement thereunder and to indemnify DLJ and certain related persons against
certain liabilities in connection with its engagement, including liabilities
under U.S. federal securities laws. DLJ and the Company negotiated the terms of
the fee arrangement.

Except as described above, neither the Company nor any person acting on its
behalf currently intends to employ, retain or compensate any person to make
solicitations or recommendations to shareholders on its behalf concerning the
Offer or the Merger.

ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

No transactions in Shares have been effected during the past 60 days by the
Company or, to the knowledge of the Company, by any executive officer, director,
affiliate or subsidiary of the Company.

17
<PAGE>
ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

Except as set forth in this Statement, the Company is not currently
undertaking or engaged in any negotiations in response to the Offer that relate
to (1) a tender offer for or other acquisition of the Company's securities by
the Company, any subsidiary of the Company or any other person; (2) an
extraordinary transaction, such as a merger, reorganization or liquidation,
involving the Company or any subsidiary of the Company; (3) a purchase, sale or
transfer of a material amount of assets of the Company or any subsidiary of the
Company; or (4) any material change in the present dividend rate or policy, or
indebtedness or capitalization of the Company.

Pursuant to the terms of the Merger Agreement, at the time of the initial
purchase of Shares under the Offer, Parent and the Purchaser are required to
repay, or cause to be repaid, all of the obligations of the Company and its
subsidiaries under the Company's Credit Agreement and to terminate such Credit
Agreement. Parent and the Purchaser, however, have the right to negotiate with
Bank of America, N.A. and the other lenders under the Company's Credit Agreement
to seek their approval for postponing such repayment and termination. In
addition, from and after the time of the initial purchase of Shares under the
Offer, Parent is obligated to either make capital contributions or to arrange
credit facilities with lenders (or cause the existing facility to be
maintained), so as to enable the Company to meet its working capital, capital
expenditure and operating expense requirements for the fiscal year ending
December 31, 2000 and beyond if the Effective Time shall not have occurred by
December 31, 2000. In connection with the foregoing financing arrangements,
subject to the fiduciary duties and reasonable judgment of its Board of
Directors, the Company has agreed to enter into a new credit agreement arranged
by Parent or the Purchaser that would become effective only concurrently with
the initial purchase of Shares under the Offer. Neither the Company's existing
credit facility, as it exists or as it may be amended, nor any new facility will
be used to finance the Offer or the Merger or to pay dividends or distributions
to the Company's shareholders prior to the Effective Time.

Except as set forth in this Statement, there are no transactions,
resolutions of the Board of Directors, agreements in principle, or signed
contracts entered into in response to the Offer that relate to one or more of
the events referred to above.

ITEM 8. ADDITIONAL INFORMATION.

INFORMATION PROVIDED PURSUANT TO RULE 14f-1 UNDER THE EXCHANGE ACT.

The Information Statement attached hereto as Annex B is being furnished to
the shareholders of the Company in connection with the possible designation by
Parent, pursuant to the Merger Agreement, of certain persons to be appointed to
the Company's Board other than at a meeting of the Company's shareholders, and
such information is incorporated herein by reference.

AMENDMENT TO RIGHTS AGREEMENT.

On April 16, 2000, prior to the execution and delivery of the Merger
Agreement, the Company amended the Rights Agreement such that the execution and
delivery of, and the consummation of the transactions contemplated by, the
Merger Agreement and the ancillary agreements thereto, including, without
limitation, the Support Agreements, would not result in (i) Parent, the
Purchaser, Vedior or SANA being an Acquiring Person, (ii) the occurrence of a
Flip-In Date, a Stock Acquisition Date, a Separation Time, a Flip-Over
Transaction or Event, or (iii) the Company having any obligation or the holders
having any rights with respect to the Rights or the Rights Agreement, including,
without limitation, the Rights becoming exercisable. For purposes hereof, the
terms "Acquiring Person," "Flip-

18
<PAGE>
In Date," "Stock Acquisition Date," "Separation Time" and "Flip-Over Transaction
or Event" shall have the respective meanings ascribed thereto in the Rights
Agreement. A copy of the Rights Agreement is incorporated by reference as
Exhibit (e)(13) to this Schedule 14D-9 and is incorporated herein by reference.
A copy of Amendment No. 1 to the Rights Agreement is incorporated by reference
as Exhibit (e)(14) to this Schedule 14D-9 and is incorporated herein by
reference.

CERTAIN LEGAL MATTERS.

Except as otherwise disclosed herein, the Company is not aware of any
licenses or other regulatory permits that appear to be material to the business
of the Company and that might be adversely affected by the acquisition of Shares
by the Purchaser pursuant to the Offer or of any approval or other action by any
governmental, administrative or regulatory agency or authority which would be
required for the acquisition or ownership of Shares by the Purchaser pursuant to
the Offer. Should any such approval or other action be required, Vedior, Parent
and the Purchaser have stated that it is currently contemplated that such
approval or action would be sought or taken. There can be no assurance that any
such approval or action, if needed, would be obtained or, if obtained, that it
will be obtained without substantial conditions or that adverse consequences
might not result to the Company's, Vedior's or Parent's business or that certain
parts of the Company's, Vedior's or Parent's business might not have to be
disposed of in the event that such approvals were not obtained or such other
actions were not taken, any of which could cause the Purchaser to elect to
terminate the offer without the purchase of the Shares thereunder. The
Purchaser's obligation under the Offer to accept for payment and pay for shares
is subject to certain conditions, which are set forth in Section 14 of the Offer
to Purchase, a copy of which is incorporated by reference as Exhibit (a)(1) and
incorporated herein by reference.

The transactions contemplated by the Offer and Merger are or may be subject
to a number of applicable laws and regulations, including but not limited to the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules
that have been promulgated thereunder by the Federal Trade Commission, and
certain regulations of the Federal Reserve Board, and certain state takeover
laws. Information concerning these matters is set forth in Section 15 of the
Offer to Purchase, a copy of which is incorporated by reference as
Exhibit (a)(1) and incorporated herein by reference.

ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.

The following Exhibits are filed herewith:

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- ------------------------------------------------------------
<S> <C>
(a)(1) Offer to Purchase, dated April 27, 2000 (incorporated by
reference to Exhibit (a)(1)(A) to the Amendment No. 1 to the
Schedule TO of Vedior, Parent and the Purchaser filed on
April 27, 2000).

(a)(2) Letter of Transmittal (incorporated by reference to
Exhibit (a)(1)(B) to the Amendment No. 1 to the Schedule TO
of Vedior, Parent and the Purchaser filed on April 27,
2000).

+(a)(3) Letter to Shareholders of the Company, dated April 27, 2000
from the Chairman of the Board and Chief Executive Officer
of the Company.

+(a)(4) Opinion of Donaldson, Lufkin & Jenrette Securities
Corporation, dated April 16, 2000 (included as Annex A to
the Statement).
</TABLE>

19
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- ------------------------------------------------------------
<S> <C>
(a)(5) Joint Press Release issued by Vedior and the Company on
April 17, 2000 (previously filed on Schedule 14D-9 filed by
the Company on April 17, 2000).

(a)(6) Press Release issued by the Company on April 27, 2000.

(e)(1) Agreement and Plan of Merger, dated as of April 16, 2000, by
and among Parent, the Purchaser, Vedior, SANA and the
Company (incorporated by reference to Exhibit 2.1 to the
Current Report on Form 8-K of the Company filed on
April 18, 2000).

(e)(2) Support Agreement, dated as of April 16, 2000, between
Vedior, the Purchaser, David C. Cooper and Teri L. Cooper
(incorporated by reference to Exhibit 2.2 to the Current
Report on Form 8-K of the Company filed on April 18, 2000).

(e)(3) Support Agreement, dated as of April 16, 2000, between
Vedior, the Purchaser, Harry J. Sauer and The Sauer Family
Foundation (incorporated by reference to Exhibit 2.3 to the
Current Report on Form 8-K of the Company filed on
April 18, 2000).

(e)(4) Confidentiality Agreement, dated May 21, 1999, as amended on
March 31, 2000, by and among the Company, Select
Appointments (Holdings) PLC and Vedior (incorporated by
reference to Exhibit (d)(12) to the Amendment No. 1 to the
Schedule TO of Vedior, Parent and the Purchaser filed on
April 27, 2000).

(e)(5) Employment Agreement, dated May 16, 1997, as amended on
May 16, 1997, by and between the Company and David C. Cooper
(incorporated by reference to Exhibit (d)(4) to the
Amendment No. 1 to the Schedule TO of Vedior, Parent and the
Purchaser filed on April 27, 2000).

(e)(6) Amendment to Employment Agreement, dated April 16, 2000,
among the Company and David C. Cooper (incorporated by
reference to Exhibit 10.1 to the Current Report Form on
Form 8-K of the Company filed on April 18, 2000).

(e)(7) Employment Agreement, dated February 7, 2000, between the
Company and Patricia Kennedy (incorporated by reference to
Exhibit 10.29 to the Annual Report on Form 10-K of the
Company for the year ended December 31, 1999).

(e)(8) Amendment to Employment Agreement, dated April 16, 2000,
among the Company and Patricia Kennedy (incorporated by
reference to Exhibit 10.2 to the Current Report on Form 8-K
of the Company filed on April 18, 2000).

(e)(9) Employment Agreement, dated August 21, 1998, between the
Company and Brady W. Mullinax, Jr. (incorporated by
reference to Exhibit 10.4 to the Quarterly Report on
Form 10-Q of the Company for the quarter ended
September 30, 1998).

(e)(10) Amendment to Employment Agreement, dated April 16, 2000,
among the Company and Brady W. Mullinax, Jr. (incorporated
by reference to Exhibit 10.3 to the Current Report on
Form 8-K of the Company filed on April 18, 2000).

(e)(11) Employment Agreement, dated September 1997, by and between
the Company, ACSYS Resources, Inc. and Harry J. Sauer
(incorporated by reference to Exhibit (d)(2) to the
Amendment No. 1 to the Schedule TO of Vedior, Parent and the
Purchaser filed on April 27, 2000).
</TABLE>

20
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- ------------------------------------------------------------
<S> <C>
(e)(12) Amendment to Employment Agreement, dated April 16, 2000,
among the Company and Harry J. Sauer (incorporated by
reference to Exhibit 10.4 to the Current Report on Form 8-K
of the Company filed on April 18, 2000).

(e)(13) Shareholder Protection Rights Agreement, dated June 20,
1999, between the Company and SunTrust Bank, Atlanta, as
Rights Agent (incorporated by reference to Exhibit 99.1 to
the Current Report on Form 8-K of the Company filed on
June 20, 1999).

(e)(14) Amendment No. 1, dated April 16, 2000, to Shareholder
Protection Rights Agreement, dated June 20, 1999, between
the Company and SunTrust Bank, Atlanta, as Rights Agent
(incorporated by reference to Exhibit 99.1 to the Current
Report on Form 8-K of the Company filed on April 18, 2000).

+(e)(15) The Information Statement of the Company, dated April 27,
2000 (included as Annex B to the Statement).

(g) Not Applicable.
</TABLE>

- --------------------------

+ Included with the Statement mailed to shareholders.

21
<PAGE>
SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.

<TABLE>
<S> <C> <C>
ACSYS, INC.

By:
/s/ David C. Cooper
-----------------------------------------
Name: David C. Cooper
Title: CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
</TABLE>

Dated: April 27, 2000

22
<PAGE>
ANNEX A

[LETTERHEAD]

April 16, 2000

Board of Directors
Acsys, Inc.
75 Fourteenth Street
Suite 2200
Atlanta, GA 30309

Dear Ladies and Gentlemen:

You have requested our opinion as to the fairness from a financial point of
view to the shareholders of Acsys, Inc. (the "Company") of the Offer Price or
Merger Consideration (as defined below) to be received by such shareholders of
the Company in the Offer and Merger (as defined below), respectively, pursuant
to the terms of the Agreement and Plan of Merger, dated as of April 16, 2000
(the "Agreement"), by and among Tiberia B.V. ("Parent"); Platform
Purchaser Inc. ("Purchaser"); Vedior N.V.; Select Appointments North
America Inc.; and the Company.

Pursuant to the Agreement, Purchaser will commence a tender offer (the
"Offer") for any and all of the outstanding shares of common stock, no par
value, of the Company ("Company Common Stock") at a price of $5.00 per share in
cash (the "Offer Price"). The Offer is to be followed by a merger (the "Merger")
whereby the Purchaser shall be merged with and into the Company in accordance
with Article 11, Part 1 of the Georgia Business Corporation Code ("GBCC") and
with the effect provided therein. In the Merger, each share of Company Common
Stock then outstanding will be converted into the right to receive a cash
payment equal to the Offer Price (the "Merger Consideration"); provided,
however, the shares of Company Common Stock held by all shareholders of the
Company who did not tender in the Offer and subsequently perfected dissenter's
rights in accordance with and as contemplated by Article 13 of the GBCC will be
converted into the right to receive the value of such shares in cash, as
determined pursuant to such Article 13. The Company will be the surviving
corporation resulting from the Merger and will become a wholly owned subsidiary
of Parent.

In arriving at our opinion, we have reviewed the Agreement dated April 16,
2000, and the exhibits thereto. We also have reviewed financial and other
information that was publicly available or furnished to us by the Company,
including information provided during discussions with its management. Included
in the information provided during discussions with the Company's management
were certain financial projections of the Company prepared by the management of
the Company. In addition, we have compared certain financial and securities data
of the Company with various other companies whose securities are traded in
public markets, reviewed the historical stock prices and trading volumes of the
common stock of the Company, reviewed prices and premiums paid in certain other
business combinations and conducted such other financial studies, analyses and
investigations as we deemed appropriate for purposes of this opinion.

In rendering our opinion, we have relied upon and assumed the accuracy and
completeness of all of the financial and other information that was available to
us from public sources, that was provided to us by the Company or its
representatives, and that was otherwise reviewed by us. With respect to the

A-1
<PAGE>
Acsys, Inc. April 16, 2000

Page 2

financial projections supplied to us by the Company, we have relied on
representations that they have been reasonably prepared on bases reflecting the
best currently available estimates and judgments of the management of the
Company as to the future operating and financial performance of the Company. We
have not assumed any responsibility for making an independent evaluation of any
assets or liabilities or for making any independent verification of any of the
information reviewed by us. We have relied as to certain legal matters on advice
of counsel to the Company.

Our opinion is necessarily based on economic, market, financial and other
conditions as they exist, and on the information made available to us as of, the
date of this letter. It should be understood that, although subsequent
developments may affect the conclusion reached in this opinion, we do not have
any obligation to update, revise or reaffirm this opinion. Our opinion does not
address the relative merits of the Offer or Merger and the other business
strategies being considered by the Company's Board of Directors, nor does it
address the Board's decision to proceed with the Merger. Our opinion does not
constitute a recommendation to any shareholder as to whether such shareholder
should tender his or her shares of Company Common Stock in the Offer or as to
how such shareholder should vote on the Merger.

Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ"), as part of its
investment banking services, is regularly engaged in the valuation of businesses
and securities in connection with mergers, acquisitions, underwritings, sales
and distributions of listed and unlisted securities, private placements and
valuations for corporate and other purposes.

Based upon the foregoing and such other factors as we deem relevant, we are
of the opinion that the Offer Price or Merger Consideration to be received by
the shareholders of the Company in the Offer and the Merger, respectively, is
fair to such shareholders from a financial point of view.

<TABLE>
<S> <C>
Very truly yours,

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

/s/ William S. Oglesby
By:
-----------------------------------------
William S. Oglesby
MANAGING DIRECTOR
</TABLE>

A-2
<PAGE>
ANNEX B

ACSYS, INC.
75 14(TH) STREET, SUITE 2200
ATLANTA, GEORGIA 30309

INFORMATION STATEMENT PURSUANT TO
SECTION 14(F) OF THE SECURITIES EXCHANGE ACT
OF 1934 AND RULE 14f-1 THEREUNDER

This Information Statement is being mailed on or about April 27, 2000 as
part of the Solicitation/ Recommendation Statement on Schedule 14D-9 (the
"Statement") of Acsys, Inc. (the "Company") that has been filed with the
Securities and Exchange Commission (the "Commission") on April 27, 2000. You are
receiving this Information Statement in connection with the possible election of
persons designated by Tiberia B.V., a company organized under the laws of the
Netherlands ("Parent"), to a majority of the seats on the Company's board of
directors (the "Board" or the "Board of Directors"). On April 16, 2000 the
Company entered into an Agreement and Plan of Merger (the "Merger Agreement") by
and among, Parent, Vedior N.V., a company organized under the laws of the
Netherlands ("Vedior"), Platform Purchaser Inc., a Georgia corporation and an
affiliate of Vedior (the "Purchaser"), and Select Appointments North
America Inc., a Delaware corporation and wholly owned indirect subsidiary of
Vedior ("SANA"), pursuant to which (1) the Purchaser is required to commence a
tender offer (the "Offer") to purchase all of the outstanding shares of the
Company's common stock, no par value per share (the "Common Stock"), including
the associated series A junior participating preferred stock purchase rights
issued pursuant to the Shareholder Protection Rights Agreement (the "Rights
Agreement"), dated June 20, 1999, between the Company and SunTrust Bank,
Atlanta, as Rights Agent, as amended by Amendment No. 1 thereto, dated
April 16, 2000 (together with the Common Stock, the "Shares"), for $5.00 per
Share, net to the Seller in cash, and (2) following the consummation of the
Offer, the Purchaser will be merged with and into the Company (the "Merger").
Following the consummation of the Merger, the Company will continue as the
surviving corporation and will be a wholly owned subsidiary of Parent. Each
issued and outstanding Share not purchased in the Offer (other than Shares owned
by Parent, Vedior or the Company, or any subsidiary of Parent or the Company,
and by shareholders, if any, who exercise their statutory dissenters' rights
under Georgia law) will be converted into the right to receive $5.00 in cash or
any greater amount per Share paid pursuant to the Offer. The Offer, the Merger
and the Merger Agreement are more fully described in the Statement to which this
Information Statement forms Annex B.

The Merger Agreement provides that upon the consummation of the Offer, the
Company shall cause Parent's designees to be elected to the Board of Directors
under circumstances described in the Merger Agreement. This Information
Statement is being mailed to you in accordance with Section 14(f) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
Rule 14f-1 promulgated thereunder. The information contained herein supplements
certain information contained in the Statement. Information herein related to
Parent, the Purchaser or Vedior has been provided to the Company by Vedior and
Parent, and the Company assumes no responsibility for the accuracy or
completeness of such information.

You are urged to read this Information Statement carefully. You are not,
however, required to take any action in connection with the matters set forth
herein. Capitalized terms used herein and not otherwise defined herein shall
have the meaning set forth in the Statement.

B-1
<PAGE>
Pursuant to the Merger Agreement, the Purchaser commenced the Offer on
April 27, 2000. The Offer is currently scheduled to expire at 12:00 midnight New
York City time, on May 24, 2000, unless the Offer is extended.

PARENT DESIGNEES

The Merger Agreement provides that promptly after (i) the Purchaser
purchases and pays for that number of Shares which together with any Shares
beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) by
Parent, the Purchaser and their respective affiliates, represents at least a
majority of the Fully Diluted Shares and (ii) compliance with Section 14(f) of
the Exchange Act and Rule 14f-1 promulgated thereunder, whichever shall occur
later, Parent shall be entitled to designate such number of directors (the
"Designees"), rounded up to the next whole number, on the Board of Directors of
the Company as is equal to the product of the total number of directors on such
Board of Directors (giving effect to the directors designated by Parent pursuant
to this sentence) multiplied by the percentage that the number of Shares so
accepted for payment by the Purchaser bears to the total number of Shares then
outstanding. In furtherance thereof, the Company shall, upon the request of
Parent (subject to applicable law, including applicable fiduciary duties), use
reasonable efforts either to increase the size of the Board of Directors or
secure the resignations of such number of its incumbent directors, or both, as
is necessary to enable the Designees to be so elected to such Board of
Directors, and shall take all actions reasonably available to the Company to
cause the Designees to be so elected. At such time, the Company shall, if
requested by Parent (subject to applicable law, including applicable fiduciary
duties), also cause persons designated by Parent to constitute at least the same
percentage (rounded up to the next whole number) as is on Board of Directors, of
each committee of such Board of Directors, each board of directors of each
subsidiary of the Company and each committee (or similar body) of any such
subsidiary's board of directors. In the event that the Designees are elected to
the Board of Directors, until the Effective Time, such Board of Directors shall
have at least three directors who are directors on the date hereof and who would
constitute "continuing directors" under the GBCC (the "Independent Directors").
In the event that the Designees are elected to the Board of Directors, after the
acceptance for payment of Shares pursuant to the Offer and prior to the
Effective Time, in addition to any other applicable requirements, the
affirmative vote of a majority of the Independent Directors shall be required to
amend or terminate the Merger Agreement by the Company, exercise or waive any of
the Company's rights, benefits or remedies under the Merger Agreement, take any
other action by the Board of Directors under or in connection with the Merger
Agreement, borrow money, amend the the Company's credit facility with Bank of
America, N.A. and the other lenders, dated April 13, 1999 and as further amended
on December 31, 1999 (the "Credit Agreement"), pledge or otherwise encumber any
of the assets of the Company or its subsidiaries or effect a dividend or
distribution of assets of the Company or its subsidiaries.

Parent has informed the Company that it presently intends to designate five
Board members from among the individuals described in Schedule I to the
Purchaser's Offer to Purchase, dated April 27, 2000 (the "Offer to Purchase")
under the captions "Directors and Executive Officers of Vedior" and/or "Other
Potential Proposed Designees." Parent has informed the Company that each of such
directors and officers has consented to act as a director to the Company. The
address of each such person is set forth in such Offer to Purchase. The
information in the Offer to Purchase is incorporated herein by reference.

None of Parent's potential designees described in Schedule I to the Offer to
Purchase currently is a director of, or holds any positions with, the Company.
Parent has advised the Company that, to the best of Parent's knowledge, except
as set forth below, none of Parent's potential designees or any of

B-2
<PAGE>
their affiliates beneficially owns any equity securities or rights to acquire
any such securities of the Company, nor has any such person been involved in any
transaction with the Company or any of its directors, executive officers or
affiliates that is required to be disclosed pursuant to the rules and
regulations of the Commission other than with respect to transactions between
the Company and Vedior, Parent or the Purchaser that have been described in the
Offer to Purchase or the Statement.

It is expected that Parent's designees will assume office following
consummation of the Offer, which cannot be earlier than May 24, 2000.

CERTAIN INFORMATION CONCERNING THE COMPANY

The Common Stock is the only class of equity securities of the Company
outstanding that is entitled to vote at a meeting of the shareholders of the
Company. As of the close of business on April 27, 2000, there were 14,499,400
shares of Common Stock outstanding. Neither Parent nor the Purchaser owns any
shares of Common Stock as of the date hereof. Vedior N.V., an affiliate of the
Purchaser, owns 50,000 shares of Common Stock as of the date hereof.

INFORMATION CONCERNING DIRECTORS AND
EXECUTIVE OFFICERS OF THE COMPANY

DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

The directors and the executive officers of the Company and their ages and
positions as of April 24, 2000 are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- -------- -----------------------------------
<S> <C> <C>
David C. Cooper.................... 44 Chairman of the Board of Directors
and Chief Executive Officer
Barry M. Abelson................... 53 Director
Paul J. Klaassen................... 41 Director
William Porter Payne............... 52 Director
Harry J. Sauer..................... 49 Executive Vice
President--Professional Services
and Director
Brady W. Mullinax, Jr.............. 47 Executive Vice President--Finance
and Administration, Secretary and
Director
M. Faye Wilson..................... 62 Director
Patricia Kennedy................... 44 Executive Vice
President--Information Technology
</TABLE>

DAVID C. COOPER has served as the Chairman of the Board of Directors since
the Company's formation, as the Division President--Atlanta from September 1997
to July 1998 and as Chief Executive Officer since December 1999. 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.

B-3
<PAGE>
BARRY M. ABELSON has served as a Director since the completion of the
Company's initial public offering 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 of Directors 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. 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.

WILLIAM PORTER PAYNE has served as a Director since the completion of the
Company's initial public offering 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. Mr. Payne 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 since September 1997 and Executive
Vice President--Professional Services since December 1999 and previously served
as Division President--Philadelphia since September 1997. Mr. Sauer has worked
in the staffing industry since 1977, when he founded Acsys Resources where he
served in various positions including Chief Operating Officer. From 1974 to 1977
he worked in the Boston office 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 a Director since October 1999 and
Executive Vice President--Finance and Administration and Secretary since January
2000. Prior to that Mr. Mullinax served as Vice President--Finance, Treasurer
and Secretary 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.

M. FAYE WILSON has served as a Director since November 1999. Ms. Wilson is
Senior Vice President, Values Initiatives for The Home Depot, Inc. Ms. Wilson
joined The Home Depot full time in June 1998, following her retirement from Bank
of America where she served as an Executive Vice President since June 1991 and
as President of Security Pacific Financial Services, a wholly owned subsidiary
of BankAmerica Corporation, since December 1993. Ms. Wilson is also a director
of The Home Depot and Farmers Insurance Group and the non-profit Big Brothers
Big Sisters of Metro Atlanta. Ms. Wilson received both her MBA in International
Relations in 1976 and Bachelor of

B-4
<PAGE>
Business Administration in 1977 from the University of Southern California.
Ms. Wilson has been a Certified Public Accountant since 1961.

PATRICIA KENNEDY has served as Executive Vice President--Information
Technology since February 2000. Ms. Kennedy served as Vice President for the
Central Region of Modis Consulting from January 1999 to February 2000. Prior to
her employment with Modis Consulting, Ms. Kennedy was prevented from working for
one year due to a non-compete provision of her employment agreement with Interim
Technology SSG, a division of Interim Services. Ms. Kennedy worked with Interim
Technology SSG from September 1987 until January 1998, when she resigned from
her position as Executive Vice President, a position that she had held since
December 1993. Ms. Kennedy received her Bachelor of Business Administration in
Elementary Education in 1976 from Northern University of Illinois.

ORGANIZATION OF THE BOARD OF DIRECTORS

The business of the Company is managed under the direction of the Board of
Directors. In accordance with the Company's by-laws, the number of directors on
the Board of Directors is currently fixed at seven. It is expected that the
number of directors on the Board of Directors will be fixed at nine upon the
initial purchase of Shares pursuant to the Offer, of which five will be
designees of Parent. See "Parent Designees."

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 or are otherwise disqualified to serve or until their successors are
elected and qualified at the next annual meeting of shareholders. During 1999,
the Board of Directors held 11 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 1999.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has established a Compensation Committee and an Audit
Committee. The Board of Directors does not have a nominating committee because
the nomination of directors is performed by the Board of Directors as a group.
The functions of those committees, their current members and the number of
meetings held during 1999 are set forth below.

AUDIT COMMITTEE. The Audit Committee was established to review the
Company's internal controls, review the objectivity of its financial reporting
and meet with the Company's financial personnel and independent auditors in
connection with these reviews. The Audit Committee is also charged with
recommending to the Board of Directors the appointment of independent auditors
to serve as the Company's auditors for the next year. The Audit Committee
adopted a charter in February 2000 to satisfy the requirements of the newly
adopted rules of the American Stock Exchange. The charter includes, among other
things, a description of the scope of the Audit Committee's responsibilities and
how it carries out those responsibilities, including the committee's structure,
processes and membership requirements. The Audit Committee held one meeting in
1999. All members, with the exception of Ms. Wilson who was elected to the Audit
Committee in February 2000, attended. The current members of the Audit Committee
are Messrs. Abelson, Klaassen and Payne and Ms. Wilson. Mr. Payne serves as
Chairman of the Audit Committee.

COMPENSATION COMMITTEE. The Compensation Committee was established to
advise and make recommendations to the Board of Directors with respect to
salaries and bonuses to be paid to the Chairman of the Board of Directors and
the Chief Executive Officer. The Compensation Committee

B-5
<PAGE>
also administers the Acsys, Inc. 1997 Stock Option Plan and the Company's other
stock option plans. It also recommends to the Board of Directors adoption of any
compensation plans in which the Company's officers and directors are eligible to
participate. The Compensation Committee held four meetings in 1999. All members,
with the exception of Ms. Wilson, who was elected to the Compensation Committee
in February 2000, and Mr. Klaassen, attended at least 75% of the meetings. The
current members of the Compensation Committee are Messrs. Abelson, Klaassen and
Payne and Ms. Wilson. Mr. Abelson serves as Chairman of the Compensation
Committee.

DIRECTOR COMPENSATION

Directors who are also employees of the Company 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.

The Company has 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 Company's 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 the Common Stock on the date of the grant. The
options have a 10-year term. Pursuant to this policy, in November 1999 the Board
of Directors granted options to purchase 50,000 shares of Common Stock to
Ms. Wilson at a price of $1.94 per share.

In addition, the Company has adopted a policy of granting to each Outside
Director, once each quarter during the Outside Director's term, options to
purchase 4,000 shares of Common Stock, with a lifetime aggregate cap of 150,000
shares per Outside Director. The option exercise price for such quarterly grants
will be equal to the closing sales price of the Common Stock on 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 the Company (as
defined in the option agreement) or the death of the Outside Director. Pursuant
to this policy, in each of the four quarters of 1999, the Company granted to
each of Messrs. Abelson, Payne and Klaassen options to purchase 4,000 shares of
Common Stock at a price per quarter of $4.38 per share, $3.50 per share, $4.69
per share and $1.81 per share.

B-6
<PAGE>
EXECUTIVE COMPENSATION

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

The following table presents certain summary information concerning
compensation paid or accrued for services rendered in all capacities to the
Company during 1999, 1998 and 1997 for (i) the Chief Executive Officer of the
Company, (ii) each of the four other most highly compensated executive officers
of the Company (determined as of December 31, 1999) and (iii) one additional
individual for whom disclosure would have been provided pursuant to item (ii),
except that individual was not serving as an executive officer at the end of
December 31, 1999 (collectively, the "Named Executive Officers").

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
-------------
ANNUAL SECURITIES
COMPENSATION UNDERLYING ALL OTHER
-------------------- OPTIONS/ COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) SARS (#) ($)
- --------------------------- -------- --------- -------- ------------- -------------
<S> <C> <C> <C> <C> <C>
David C. Cooper,............................................ 1999 $200,000 $ -- -- $ 2,500(1)
Chairman of the Board of Directors and Chief Executive
Officer 1998 198,605 -- -- --
1997(2) 83,333 -- -- --

Timothy Mann, Jr.,.......................................... 1999(3) 241,167 78,000 -- 94,454(4)
Former Chief Executive Officer 1998 211,153 -- 213,357 --
1997(5) 110,128 -- 135,198 --

Brady W. Mullinax, Jr.,..................................... 1999 210,000 70,000 75,000 2,363(1)
Executive Vice President--Finance and Administration and 1998(6) 71,173 -- 150,000 --
Secretary 1997 -- -- -- --

Harry J. Sauer,............................................. 1999(7) 200,000 85,000 -- 2,500(1)
Executive Vice President--Professional Services 1998 189,783 17,773 -- 1,391(1)
1997 154,939 264,196 -- 2,875(1)

Mary Beth Chase,............................................ 1999(8) 179,411 -- -- 14,038(9)
Former Executive Vice President and Chief Development
Officer 1998 198,460 -- -- --
1997(10) 107,590 -- -- --
</TABLE>

- --------------------------

(1) Represents matching contributions made by the Company to the officer's
retirement account in the Acsys, Inc. 401(k) Plan (or in the case of Mr.
Sauer only, for 1998 and 1997, in the ACSYS Resource, Inc. 401(k) Plan)
based on a percentage of the officer's contributions to such plan.

(2) Reflects compensation paid by the Company to Mr. Cooper beginning on
May 16, 1997, the date that the Company employed Mr. Cooper as the Chairman
of its Board of Directors.

(3) Mr. Mann resigned on December 1, 1999.

(4) Includes (a) $91,954 paid to Mr. Mann in accordance with his Separation and
Release Agreement dated November 23, 1999 entered into in connection with
his resignation on December 1, 1999 and (b) $2,500 of matching
contributions made by the Company to Mr. Mann's retirement account in the
Acsys, Inc. 401(k) Plan based on a percentage of Mr. Mann's contributions
to the Acsys, Inc. 401(k) Plan. The compensation presented excludes
(i) $108,046 for severance that the Company must pay Mr. Mann in 2000 in
accordance with his Separation and Release Agreement, effective
December 1, 1999, and (ii) $235,000 that the Company must pay Mr. Mann in
five installments by January 3, 2001 in accordance with the post-employment
covenants included in his Shareholder and Restrictive Covenant Agreement,
effective December 1, 1999. For a description of Mr. Mann's Separation and
Release Agreement and his Shareholder and Restrictive Covenant Agreement,
refer to the section in this Information Statement entitled "Certain
Relationships and Related Transactions."

(5) Reflects compensation paid by the Company to Mr. Mann in all capacities
beginning on March 12, 1997, the date that the Company employed Mr. Mann.
Mr. Mann served in various executive positions with the Company before
becoming its Chief Executive Officer in October 1997.

B-7
<PAGE>
(6) Reflects compensation paid by the Company to Mr. Mullinax beginning on
August 21, 1998, the date that the Company employed Mr. Mullinax as its
Vice President--Finance, Secretary and Treasurer. Mr. Mullinax's base
compensation was $200,000 in 1998.

(7) Reflects compensation paid by the Company to Mr. Sauer in all capacities
for 1999. Mr. Sauer has served in various positions with the Company before
becoming Executive Vice President--Professional Services in December 1999.

(8) Ms. Chase's base compensation was $200,000 prior to her resignation on
December 1, 1999. The compensation presented excludes (1) $138,462 for
severance that the Company must pay Ms. Chase in accordance with her
Separation and Release Agreement, dated December 1, 1999, and (2) $150,000
that the Company must pay Ms. Chase in equal monthly installments by
January 1, 2001 in accordance with the post-employment covenants included
in her Shareholder and Restrictive Covenants Agreement, dated December 1,
1999. For a description of Ms. Chase's Separation and Release Agreement and
her Shareholder and Restrictive Covenant Agreement, refer to the section in
this Information Statement entitled "Certain Relationships and Related
Transactions."

(9) Includes (1) $11,538 paid to Ms. Chase in accordance with her Separation
and Release Agreement, dated December 1, 1999, entered into in connection
with her resignation on December 1, 1999 and (2) $2,500 of matching
contributions made by the Company to Ms. Chase's retirement account in the
Acsys, Inc. 401(k) Plan based on a percentage of Ms. Chase's contributions
to the Acsys, Inc. 401(k) Plan.

(10) Reflects compensation paid by the Company to Ms. Chase beginning on
May 16, 1997, the date that the Company employed Ms. Chase, who initially
served as Executive Vice President and Chief Operating Officer. Ms. Chase
became Chief Development Officer and Executive Vice President in
September 1997.

OPTION/SAR GRANTS IN 1999

The following table sets forth information concerning the Company's 1999
grants of stock options to Brady W. Mullinax, Jr., the only Named Executive
Officer who was granted options in 1999.

<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
---------------------------------------------------------- ANNUAL
PERCENT OF RATES OF STOCK
NUMBER OF TOTAL PRICE
SECURITIES OPTIONS/SARS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM (1)
OPTIONS/SARS EMPLOYEES IN OR BASE PRICE EXPIRATION -------------------
NAME GRANTED(2) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
- ---- ------------- ------------- ------------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Brady W. Mullinax, Jr........................ 50,000 5.0% $4.375 2009 $137,571 $348,631
25,000 3.0 1.813 2009 28,505 72,236
</TABLE>

- --------------------------

(1) The 5% and 10% assumed annual rates of compounded stock price appreciation
are mandated by rules of the Commission. There can be no assurance provided
to any officer or any other holder of the Company's 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 Officer.

(2) Options were granted as a consideration for employment at the fair market
value of the Common Stock on the date of the grant. All shares underlying
the options will vest within 3 years of the date they were granted or upon
a change in control as defined in the option agreements. The options have a
10-year term.

B-8
<PAGE>
AGGREGATE 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
Brady W. Mullinax, Jr. and Timothy Mann, Jr., the only Named Executive Officers
who held stock options at December 31, 1999. The Company has never issued SARs,
and none of the Named Executive Officers exercised stock options in 1999. The
fiscal year-end market value of $1.688 per share is equal to the closing sales
price of the Common Stock on December 31, 1999.

<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FISCAL YEAR-END (#) AT FISCAL YEAR-END ($)(1)
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---- ------------------------- -------------------------
<S> <C> <C>
Timothy Mann, Jr. (2)....................................... 225,210/123,345 --/--
Brady W. Mullinax, Jr....................................... 100,000/125,000 --/--
</TABLE>

- --------------------------

(1) Based upon the closing sales price of the Common Stock on December 31, 1999
of $1.688 per share. The exercise price for the stock options exceeded the
closing sales price on December 31, 1999.

(2) Pursuant to the terms of his option agreements with the Company, all of
Mr. Mann's options have expired since December 31, 1999.

EMPLOYMENT AGREEMENTS, TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS

Each employment agreement for the executive officers (other than for
Mr. Mullinax) is for a term of three years and continues thereafter for
additional one-year terms until either the Company or the executive officer
elects not to renew the agreement. Mr. Mullinax's agreement remains in effect
until December 31, 2000 and continues thereafter for one-year terms until either
Mr. Mullinax or the Company elects to not renew the agreement. The Company
anticipates that Mr. Cooper's employment agreement, with is scheduled to expire
on May 16, 2000, will be extended until the date of the initial purchase of the
shares pursuant to the Offer.

Each of Messrs. Cooper's and Sauer's employment agreements provides that, in
the event of a termination of employment, either (1) by the Company without
cause (as defined in the agreements) or (2) by the employee following a change
in control (as defined in the agreements) or a breach by the Company of such
executive's employment agreement or the registration rights agreement between
the Company and such executive, such executive officer will be entitled to
receive from the Company a lump sum severance payment equal to three times the
sum of his then-current annual salary plus the amount of his bonus calculated
using the results of the operations of the Company for the 12 months prior to
such termination. In such event, the non-compete and non-solicitation provisions
discussed below would not apply to such executive officer. If an executive
officer resigns for any other reason,

B-9
<PAGE>
such executive officer will be entitled to receive from the Company a lump sum
severance payment equal to his 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 base
salary for the greater of the remainder of the term of his employment agreement
or one year's annual salary.

For a description of the separation agreements executed with Edward S.
Baumstein, Timothy Mann, Jr. and Mary Beth Chase, each of whom was an executive
officer of the Company in 1999, see "Certain Relationships and Related
Transactions."

B-10
<PAGE>
AMENDMENTS TO THE EMPLOYMENT AGREEMENTS

In connection with the execution of the Merger Agreement, Mr. David C.
Cooper, Chairman of the Board and Chief Executive Officer of the Company,
Mr. Brady W. Mullinax, Jr., Executive Vice President--Finance and
Administration, Secretary and a director of the Company, Mr. Harry J. Sauer,
Executive Vice President--Professional Services and a director of the Company,
and Ms. Patricia Kennedy, Executive Vice President--Information Technology of
the Company, have each entered into amendments to their respective existing
employment agreements with the Company, the terms of which will take effect at
the time of the initial purchase of Shares under the Offer. The principal
provisions of the amendments to the employment agreements are described below.

The amendment to Mr. Cooper's employment agreement provides for a
continuation of the employment agreement until (and including the date of) the
two-year anniversary of the initial purchase of Shares under the Offer. The
amendment also provides for a base salary of $300,000 with a bonus based on the
Company's performance. In addition, in lieu of the severance benefit upon a
change in control of the Company, Mr. Cooper will receive $300,000 upon the
initial purchase of Shares under the Offer and a second payment of $300,000 if
either he (i) is employed by such company on the two-year anniversary of such
date, (ii) resigns for good reason after such date but prior to the two-year
anniversary of such date, or (iii) is terminated without cause after such date
but prior to the two-year anniversary of such date. The amendment to
Mr. Cooper's employment agreement also requires Mr. Cooper to continue to comply
with certain non-solicitation, non-competition and confidentiality covenants in
the event that he is terminated from employment with the Company for any reason.

The amendment to Mr. Mullinax's employment agreement provides for a
continuation of the employment agreement until (and including the date of) the
two-year anniversary of the initial purchase of Shares under the Offer. The
amendment also provides for a base salary of $240,000 with a bonus to be
determined at the discretion of the Chief Executive Officer of the Company,
provided that such bonus would be at least 20% of his base salary then in
effect. In addition, in lieu of the severance benefit upon a change in control
of the Company, Mr. Mullinax will receive $535,000 upon the initial purchase of
Shares under the Offer and a second payment of $535,000 if either he (i) is
employed by the Company on the two-year anniversary of such date, (ii) resigns
for good reason after such date but prior to the two-year anniversary of such
date, or (iii) is terminated without cause after such date but prior to the
two-year anniversary of such date. The amendment to Mr. Mullinax's employment
agreement also eliminates the Company's requirement to pay Mr. Mullinax $200,000
as compensation for his complying with certain non-competition, non-solicitation
and confidentiality covenants for two years following his employment with the
Company.

The amendment to Mr. Sauer's employment agreement provides for a
continuation of the employment agreement until (and including the date of) the
two-year anniversary of the initial purchase of Shares under the Offer. The
amendment also provides for a base salary of $225,000 with a bonus to be
determined based on the Company's performance, provided that such bonus would be
at least $75,000. In addition, in lieu of the severance benefit upon a change in
control of the Company, Mr. Sauer will receive $487,500 upon the initial
purchase of Shares under the Offer and a second payment of $487,500 if either he
(i) is employed by the Company on the two-year anniversary of such date, (ii)
resigns for good reason after such date but prior to the two-year anniversary of
such date, or (iii) is terminated without cause after such date but prior to the
two-year anniversary of such date. The amendment to Mr. Sauer's employment
agreement also requires Mr. Sauer to comply with certain non-solicitation,
non-competition and confidentiality covenants in the event that he is terminated
from employment with the Company for any reason.

B-11
<PAGE>
The amendment to Ms. Kennedy's employment agreement does not impact the
duration of Ms. Kennedy's employment agreement or her compensation thereunder.
The amendment provides, in lieu of the severance benefit upon a change in
control of the Company, Ms. Kennedy will receive $532,013 upon the initial
purchase of Shares under the Offer and a second payment of $532,013 if either
she (i) is employed by the company on the two-year anniversary of such date,
(ii) resigns for good reason after, but prior to the two-year anniversary of
such date, or (iii) is terminated without cause after such date but prior to the
two-year anniversary of such date. The amendment also requires the Company to
pay Ms. Kennedy 50% of the value of her unvested Company Options at the
Effective Time of the Merger and 50% of the value of her unvested Company
Options on the second anniversary of the Effective Time of the Merger. The
amendment to Ms. Kennedy's employment agreement also requires Ms. Kennedy to
continue to comply with certain non-competition restrictions in the event that
she is terminated from employment with the Company for cause resulting from her
failure to meet certain performance expectations.

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 Messrs. Abelson,
Klaassen and Payne and Ms. Wilson, none of whom are executive officers or
employees of the Company.

BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

OVERVIEW. The Company formed its Compensation Committee in February 1998
after its initial public offering. Each of the members of the Compensation
Committee is an Outside Director. No Outside Director is, or has been, an
officer or employee of the Company. The Compensation Committee is responsible
for establishing basic principles related to the compensation programs of the
Company and for providing oversight for compensation programs for executive
officers. The principles include building a strong relationship between
shareholder return and executive compensation, providing incentives to achieve
both short and long-term goals, and providing an overall level of remuneration
that is competitive and reflective of performance. The Compensation Committee
met four times in 1999. The Chief Executive Officer and other executive officers
were not present at the meetings unless requested by the Compensation Committee

EXECUTIVE OFFICER COMPENSATION PHILOSOPHY. The key components of the
Company's executive officer compensation program are salary, bonus and stock
option awards. The Company engaged the services of professional compensation
consultants to evaluate the Company's compensation program and assist with the
design of a compensation plan for its senior executives for the year ended
December 31, 1999 and future years that will, among other things, (i) attract
and retain a highly qualified and motivated management team and (ii) link the
interests of the senior executives directly with those of shareholders through
the use of long-term equity incentives, primarily in the form of stock options.

Each of the Company's executive officers is a party to an employment
agreement (collectively, the "Executive Employment Agreements") that is
described in this Information Statement under the caption "--Employment
Agreements, Termination of Employment and Change in Control Arrangements." Of
the Company's executive officers, David C. Cooper, the Company's Chief Executive
Officer, and Harry J. Sauer, the Company's Executive Vice
President--Professional Services, were key employees of companies acquired by
the Company (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.

B-12
<PAGE>
The Company's two other executive officers, Brady W. Mullinax, Jr., the
Company's Executive Vice President--Finance and Administration and Secretary,
and Patricia Kennedy, the Company's Executive Vice President--Information
Technology, were hired by the Company in August 1998 and February 2000,
respectively. The Compensation Committee believes that their respective
employment agreements provide for the compensation levels needed to attract,
motivate and retain executives of their caliber.

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
the Company's 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:

- To compensate executive employees in a manner that aligns the executives'
interests with the interests of the shareholders;

- To encourage continuation of the Company's entrepreneurial spirit;

- To reward executives for successful long-term strategic management;

- To recognize outstanding performance; and

- To attract and retain highly qualified and motivated executives.

The Compensation Committee intends to continue to grant to certain of the
Company's 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 recipient unless and until the market price of the Common
Stock increases above the exercise price.

Since Messrs. Cooper and Sauer were owners of the Acquired Companies and,
therefore, already own a substantial number of shares of Common Stock,
Messrs. Cooper and Sauer have not been granted options. Moreover, the
Compensation Committee has no plans to grant options to these executives at this
time. Since Mr. Mullinax and Ms. Kennedy do not have significant holdings in the
Company's Common Stock, however, the Compensation Committee has granted stock
options to both of these executive officers.

In February and October 1999, the Company granted Mr. Mullinax options to
purchase a total of 75,000 shares of Common Stock at the then current market
prices of the Common Stock. Each of these options has a 10-year term from the
date of grant and vests over a three-year period, with complete, automatic
vesting upon the occurrence of a change in control of the Company (as defined in
Mr. Mullinax's stock option agreements). In February 2000, the Company granted
Mr. Mullinax an option to purchase 50,000 shares of Common Stock at the then
current market price of the Common Stock. This option had identical terms to the
prior stock option grants made to Mr. Mullinax.

Also, in February 2000, in connection with the start of her employment with
the Company, the Company granted Ms. Kennedy an option to purchase a total of
75,000 shares of Common Stock at the then current market price of the Company's
Common Stock. Ms. Kennedy's option has a 10-year term from the date of grant and
vests over a three-year period.

The mix of base salary, bonuses and stock option awards reflects the
Compensation Committee's intention to link executive compensation to the
Company's operational performance and the price of the Common Stock. If the
transaction with Parent and the Purchaser described in the Offer to Purchase and
the Statement is not consummated and the Company remains an independent publicly

B-13
<PAGE>
traded company, 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 the Company's stock performance, with the
objective of creating plans that strengthen the relationship between shareholder
value and executive compensation.

1999 COMPENSATION OF CHIEF EXECUTIVE OFFICER. Mr. Cooper has served as the
Company's Chief Executive Officer since December 1, 1999. For the remainder of
1999, Timothy Mann, Jr. served as the Company's Chief Executive Officer. 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.
Mr. Mann resigned in December 1999 and did not receive a bonus or stock option
grants in 1999.

When Mr. Cooper was elected as the Company's Chief Executive Officer in
December 1999, Mr. Cooper's employment agreement and compensation structure
remained unchanged. Mr. Cooper received a base salary of $200,000 in 1999, but
did not receive any bonus in 1999.

SECTION 162(m) OF THE INTERNAL REVENUE CODE. Section 162(m) generally
disallows a public company's tax deduction for compensation to the chief
executive officer and four other most highly compensated executive officers in
excess of $1,000,000. Wherever possible, the Compensation Committee seeks to
have all compensation treated as tax-deductible compensation. Compensation that
qualifies as "performance-based compensation" is excluded from the $1,000,000
deductibility cap, and therefore remains fully deductible by the company that
pays it. The Compensation Committee intends that the stock options granted to
Mr. Mullinax and Ms. Kennedy in 1999 and 2000 will qualify as "performance-based
compensation," since these stock options have exercise prices at least equal to
100% of the fair market value of the underlying Common Stock at the respective
date of grant.

This report is submitted by the members of the Compensation Committee,
including M. Faye Wilson who was elected to the Compensation Committee in
February 2000.

Barry M. Abelson
Paul J. Klaassen
William Porter Payne, Chairman
M. Faye Wilson

B-14
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of April 27, 2000 by: (i) each of the
Company's directors and executive officers; (ii) all of the Company's executive
officers and directors as a group; and (iii) each person known by the Company 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. Except as noted below, each of the persons known by the Company to
beneficially own more than 5% of the Common Stock has an address in care of the
Company's principal executive 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(2).................................. 1,656,164 11.4%
Brady W. Mullinax, Jr.(3)........................... 275,000 1.9
Barry M. Abelson(4)................................. 86,001 *
Paul J. Klaassen(5)................................. 89,000 *
William Porter Payne(6)............................. 101,000 *
Harry J. Sauer(7)................................... 795,521 5.5
M. Faye Wilson(3)................................... 50,000 *
Patricia Kennedy.................................... -- --
Edward S. Baumstein(8).............................. 783,521 5.4
All directors and executive officers as a group
(8 persons)(9)..................................... 3,052,686 20.3
</TABLE>

- --------------------------

* Less than 1%.

(1) Shares beneficially owned is calculated based upon 14,499,400 shares of
Common Stock that were outstanding on April 27, 2000. This percentage also
includes Common Stock of which such individual has the right to acquire
beneficial ownership within 60 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. Under the terms of their respective options agreements, upon the
change in control of the Company deemed to have resulted from the execution
of the Merger Agreement, each of the executive officer's (other than
Ms. Kennedy's) and each of the director's options vested and became
immediately exercisable.

(2) Includes 50 shares of Common Stock held by Mr. Cooper's spouse with whom he
shares voting and dispositive power over such shares.

(3) Represents options to purchase shares of Common Stock.

(4) Includes options held by Mr. Abelson to purchase 82,000 shares of Common
Stock.

(5) Includes options held by Mr. Klaassen to purchase a total of 82,000 shares
of Common Stock.

(6) Includes options held by Mr. Payne to purchase a total of 82,000 shares of
Common Stock.

(7) Includes 25,000 shares of Common Stock held by The Sauer Family Foundation,
an entity controlled by Mr. Sauer.

(8) Based upon a Schedule 13G filed with the Commission on February 24, 1999 and
a Form 144 filed with the Commission on April 27, 1999. The address for
Mr. Baumstein is c/o Stephen M. Goodman, Morgan, Lewis & Bockius, 1701
Market Street, Philadelphia, PA 19103-2921.

(9) Includes options to purchase a total of 571,000 shares of Common Stock
exercisable within 60 days of April 27, 2000.

B-15
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On December 1, 1999 Timothy Mann, Jr. resigned as Chief Executive Officer
and a director of the Company and entered into a Separation and Release
Agreement and a Shareholder and Restrictive Covenant Agreement with the Company.
Under the terms of the Separation and Release Agreement, Mr. Mann is entitled to
$200,000 of severance pay that the Company must pay in five installments by
January 3, 2001. The terms of the Shareholder and Restrictive Covenant Agreement
entitles Mr. Mann to $235,000 that the Company must pay in five installments by
January 3, 2001. The payments made to Mr. Mann under the Shareholder and
Restrictive Covenant Agreement are in consideration for Mr. Mann's compliance
with certain non-competition and non-solicitation covenants contained therein.

On December 1, 1999, Mary Beth Chase resigned as Executive Vice President,
Chief Development Officer and a director of the Company and entered into a
Separation and Release Agreement and a Shareholder and Restrictive Covenant
Agreement with the Company. Ms. Chase's Separation and Release Agreement
entitles her to $150,000 in severance pay that the Company must pay to her in
equal monthly installments through January 1, 2001. The terms of Ms. Chase's
Shareholder and Restrictive Covenant Agreement entitle her to $150,000 that the
Company must pay in equal installments by January 1, 2001. The payments made to
Ms. Chase under the Shareholder and Restrictive Covenant Agreement are in
consideration for Ms. Chase's compliance with certain non-competition and
non-solicitation covenants contained therein.

The terms of each of Mr. Mann's and Ms. Chase's Shareholder and Restrictive
Covenant Agreements also: (i) require each to vote the shares beneficially held
by them in favor of director nominees recommended by the Company's Board of
Directors, (ii) require each to vote on shareholder proposals in accordance with
the recommendations of the Company's Board of Directors, (iii) forbid each from
assigning, selling, pledging or otherwise transferring or disposing of the
shares of Common Stock beneficially owned by them, subject to exceptions,
(iv) forbid each from purchasing or acquiring beneficial ownership or any equity
security of the Company, subject to certain exceptions and (v) forbid each from
assisting or encouraging others in the acquisition of any equity security of the
Company or from engaging in the "solicitation" of "proxies" under the Exchange
Act. Mr. Mann's restrictions remain in effect for two years following the date
of his agreement. Ms. Chase's restrictions remain in effect for one year
following the date of her agreement.

On December 1, 1999, Robert M. Kwatnez resigned as Group Director, New
Products of Acsys IT, Inc., a wholly owned subsidiary of the Company, and as a
director of the Company and entered into a Separation and Release Agreement and
a Shareholder and Restrictive Covenant Agreement with the Company.
Mr. Kwatnez's Separation and Release Agreement entitles him to $122,778 in
severance pay that the Company must pay to him in equal monthly installments
through September 30, 2000. The terms of Mr. Kwatnez's Shareholder and
Restrictive Covenant Agreement entitle him to $245,555 that the Company must pay
in equal monthly installments by September 30, 2000. The payments made to
Mr. Kwatnez under the Shareholder and Restrictive Covenant Agreement are in
consideration for Mr. Kwatnez's compliance with certain non-competition and
non-solicitation covenants contained therein.

The terms of Mr. Kwatnez's Shareholder and Restrictive Covenant Agreements
also require him: (i) to vote the shares beneficially held by him in favor of
director nominees recommended by the Company's Board of Directors, (ii) to vote
on shareholder proposals only on matters relating to the Company's Rights
Agreement or amendments to the Company's charter and by-laws in accordance with
the recommendation of the Company's Board of Directors, (iii) not to assign,
sell, pledge or otherwise transfer or dispose of the Common Stock beneficially
owned by him, subject to certain exceptions, and

B-16
<PAGE>
(iv) not to assist or encourage others in the acquisition of any equity
securities of the Company or to engage in the "solicitation" of "proxies" under
the Exchange Act. Mr. Kwatnez's restrictions remain in effect for a period of 10
to 12 months following the date of his agreement.

The Company 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 as President and Chief Operating Officer of the Company
and as a director of the Company. The Company paid a lump sum of approximately
$550,000 to Mr. Baumstein as a severance benefit and agreed to reimburse
Mr. Baumstein for his attorneys' fees. Mr. Baumstein further agreed that until
March 12, 2000 (or earlier in the event that the closing sales price of the
Company's Common Stock was below certain specified prices for a period of
20 consecutive trading days) he would 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 the Company or acquiring control
of the Company's Board of Directors. In addition, the Company 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.

COMPANY POLICY

All transactions with the Company's 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 those that could be obtained from unaffiliated third
parties on an arms'-length basis.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's directors, officers
and beneficial owners of more than 10% of the Company's outstanding Common Stock
to file with the Commission initial reports of ownership of the Company's equity
securities and to file subsequent reports when there are changes to such
ownership. Based on a review of copies of reports submitted to the Company for
1999, the Company believes that all Section 16(a) filing requirements for 1999
by such persons were complied with on a timely basis, except that Ms. Wilson was
late filing a Form 3 stating that she had become a reporting person of the
Company in November 1999, and Mr. Cooper was late filing a Form 4 regarding his
wife's purchase of 50 shares of Common Stock in December 1999.

COMPARATIVE STOCK PERFORMANCE

The following graph compares the cumulative shareholder return on the
Company's Common Stock with the cumulative total return on the Nasdaq Stock
Market Index, the AMEX Market Value Index and the common stock of eight
companies in the staffing industry, as described below, for a period beginning
February 6, 1998, the date that the Company's Common Stock first began trading
on the Nasdaq National Market, and ending December 31, 1999, the last trading
day of the Company's last fiscal year. On September 7, 1999, the Company moved
the listing of its Common Stock to the American Stock Exchange. Total return
values were calculated based on cumulative total return assuming the value of
the investment in the Company's Common Stock on February 6, 1998 was $100 and
that all dividends were reinvested. The Company is not included in the peer
group because

B-17
<PAGE>
management believes that, by excluding the Company, investors will have a more
accurate view of the Company's performance relative to other companies in the
staffing industry.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
NASDAQ STOCK AMEX MARKET
<S> <C> <C> <C> <C>
Acsys, Inc. Peer Group Market Index (U.S.) Value Index
2/6/98 $100.00 $100.00 $100.00 $100.00
12/1998 $45.59 $81.50 $123.99 $109.25
12/1999 $19.86 $65.98 $150.08 $139.56
</TABLE>

<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
---------------------------------------------------
FEBRUARY 6, 1998 DECEMBER 1998 DECEMBER 1999
----------------- -------------- --------------
<S> <C> <C> <C>
Acsys, Inc................................. $100 $45.59 $19.86
Peer Group................................. 100 81.50 65.98
Nasdaq Stock Market Index (U.S.)........... 100 123.99 150.08
AMEX Market Value Index.................... 100 109.25 139.56
</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.;
StaffLeasing, Inc.; and Olsten Corporation.

B-18

<PAGE>
[LOGO]

April 27, 2000

Dear Fellow Shareholders:

We are pleased to inform you that on April 16, 2000, Acsys, Inc. (the
"Company") entered into a Merger Agreement (the "Merger Agreement") with Tiberia
B.V., a company organized under the laws of the Netherlands ("Parent"), Vedior
N.V., a company organized under the laws of the Netherlands ("Vedior"), Platform
Purchaser Inc., a Georgia corporation and an affiliate of Vedior (the
"Purchaser"), and Select Appointments North America Inc., a Delaware corporation
and wholly owned indirect subsidiary of Vedior, pursuant to which the Purchaser
has today commenced a tender offer (the "Offer") to purchase all of the
outstanding shares of the Company's common stock, no par value per share (the
"Common Stock"), together with the associated series A junior participating
preferred stock purchase rights issued pursuant to the Shareholder Protection
Rights Agreement, dated June 20, 1999, between the Company and SunTrust Bank,
Atlanta, as Rights Agent, as amended by the Amendment No. 1 thereto, dated
April 16, 2000 (together with the Common Stock, the "Shares"), for $5.00 per
Share in cash. Immediately prior to the initial purchase of Shares in the Offer,
the Purchaser will become a wholly owned subsidiary of Parent and Parent will
become an affiliate of Vedior. Under the Merger Agreement and subject to the
terms thereof, following the Offer, the Purchaser will be merged with and into
the Company (the "Merger") and all Shares not purchased in the Offer (other than
Shares owned by Parent, Vedior, the Company or any subsidiary of Parent or the
Company, and by shareholders, if any, who exercise their statutory dissenters'
rights under Georgia law) will be converted into the right to receive $5.00 per
Share in cash. Following the Merger, the Company will be a subsidiary of Parent.

YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY (1) DETERMINED THAT THE OFFER AND
THE MERGER ARE IN THE BEST INTERESTS OF THE SHAREHOLDERS OF THE COMPANY AND
(2) ADOPTED AND APPROVED THE MERGER AGREEMENT, THE OFFER, THE MERGER AND THE
OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT. THE COMPANY'S BOARD OF
DIRECTORS RECOMMENDS THAT THE COMPANY'S SHAREHOLDERS ACCEPT THE OFFER AND TENDER
THEIR SHARES PURSUANT TO THE OFFER.

In arriving at its recommendation, the Company's Board gave careful
consideration to a number of factors described in the attached Schedule 14D-9,
which has been filed today with the Securities and Exchange Commission,
including, among other things, the opinion, dated April 16, 2000, of Donaldson,
Lufkin & Jenrette Securities Corporation, the Company's financial advisor, to
the effect that, as of such date, based on and subject to the assumptions,
limitations and qualifications set forth in its written opinion, the
consideration to be received by holders of Shares pursuant to the Merger
Agreement was fair to such shareholders from a financial point of view. In
addition to the attached Schedule 14D-9 relating to the Offer, also enclosed is
the Offer to Purchase, dated April 27, 2000, of the Purchaser, together with
related materials, including a Letter of Transmittal to be used by you to tender
your Shares. These documents set forth the terms and conditions of the Offer and
the Merger and provide instructions as to how to tender your Shares. We urge you
to read the enclosed materials carefully.

Sincerely,

/s/ David C. Cooper

David C. Cooper
Chairman of the Board and
Chief Executive Officer

<PAGE>

Exhibit (a)(6)

[LOGO]

Contact: Brady W. Mullinax, Jr.
Executive Vice President -
Finance and Administration
(404) 817-9440, ext. 3312

ACSYS ANNOUNCES COMMENCEMENT OF VEDIOR TENDER OFFER

ATLANTA -- (April 27, 2000) -- Acsys, Inc. (AMEX: AYS) announces the
commencement today of a tender offer by Vedior N.V., Tiberia B.V. and Platform
Purchaser Inc. for all of the outstanding shares of common stock (together with
the associated series A junior participating preferred stock purchase rights) of
Acsys at a price of $5.00 net per share in cash. As previously announced on
April 17, 2000, the tender offer is being made pursuant to a definitive merger
agreement dated as of April 16, 2000, by and among Tiberia B.V., Platform
Purchaser Inc., Vedior N.V., Select Appointments North America Inc. and Acsys.
The tender offer will expire at midnight New York City time on May 24, 2000,
unless extended pursuant to the terms of the merger agreement.

THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER
TO SELL SHARES OF ACSYS. VEDIOR, TIBERIA AND PLATFORM PURCHASER WILL FILE A
TENDER OFFER STATEMENT WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND
ACSYS WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT WITH RESPECT TO THE
OFFER. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED
LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT SHOULD BE READ CAREFULLY BY ACSYS
SHAREHOLDERS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. THE OFFER TO
PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER DOCUMENTS, AS WELL
AS THE SOLICITATION/RECOMMENDATION STATEMENT, WILL BE MADE AVAILABLE TO ALL
SHAREHOLDERS OF ACSYS, AT NO EXPENSE TO THEM. THE TENDER OFFER STATEMENT
(INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND ALL
OTHER OFFER DOCUMENTS FILED WITH THE COMMISSION) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL ALSO BE AVAILABLE AT NO CHARGE AT THE
COMMISSION'S WEBSITE AT WWW.SEC.GOV.

Based in Atlanta, Acsys Inc. provides professional temporary staffing and
permanent placement services in the U.S. The Company's professional services
division, specializing in accounting, finance and corporate staffing,
provides a broad range of staffing and workforce solutions to FORTUNE 500,
middle-market and emerging growth companies. The Company's information
technology division, Acsys IT, provides staff augmentation, contract
professionals, consulting and solutions services for SAP-TM-, J.D.
Edwards-Registered Trademark-, PeopleSoft, Siebel Systems, e-Commerce and
other information technology areas to numerous clients throughout the U.S.
Acsys has approximately 600 employees in 40 offices nationwide. Additional
information on Acsys is available at WWW.ACSYSINC.COM and WWW.ACSYSIT.COM.

###