<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
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)
----------
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)
----------
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.
<PAGE>
This Amendment amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 (as amended, the "Schedule 14D-9") filed with the
Securities and Exchange Commission on April 27, 2000, by Acsys, Inc., a Georgia
corporation (the "Company"). The Schedule 14D-9 relates to the tender offer (the
"Offer") by Platform Purchaser Inc., a Georgia corporation (the "Purchaser") and
an affiliate of Vedior N.V., a company organized under the laws of the
Netherlands and to become, immediately prior to the initial purchase of Shares
(as defined below) under the Offer, a wholly owned subsidiary of Tiberia B.V., a
company organized under the laws of the Netherlands, to purchase all the
outstanding shares of common stock, no par value per share (including the
associated series A junior participating preferred stock purchase rights, the
"Shares"), of the Company, at a purchase price of $5 per Share, upon the terms
and subject to the conditions set forth in the Purchaser's Offer to Purchase
dated April 27, 2000, and in the related Letter of Transmittal. The following
items in the Schedule 14D-9 are hereby amended as follows:
ITEM 8. ADDITIONAL INFORMATION.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by the
addition of the following paragraph at the end of the text appearing under the
caption "Certain Legal Matters":
As of May 19, 2000, early termination of the 15 day waiting period
applicable to the Offer under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), was granted by
the Federal Trade Commission and the Department of Justice. Early
termination or expiration of the waiting period under the HSR Act was
a condition of the Offer, and such condition has now been satisfied.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented to
include the following information:
(a)(7) Press Release issued by the Company on May 22, 2000.
2
<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.
ACSYS, INC.
By: /s/ David C. Cooper
----------------------------------------
Name: David C. Cooper
Title: Chairman of the Board and Chief
Executive Officer
Dated: May 22, 2000
3
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
ITEM DESCRIPTION
- ---- -----------
<S> <C>
(a)(7) Press Release issued by the Company on May 22, 2000.
</TABLE>
<PAGE>
[ACSYS LOGO]
Contact: Brady W. Mullinax, Jr. Jodie Land-Charlop
Executive Vice President, Vice President,
Finance and Administration Corporate Communications
(404) 817-9440, ext. 3312 (404) 817-9440
ACSYS, INC. ANNOUNCES
TERMINATION OF THE HART-SCOTT-RODINO WAITING PERIOD IN
CONNECTION WITH ITS PENDING SALE
TO AN AFFILIATE OF VEDIOR N.V.
ATLANTA (May 22, 2000) - Acys, Inc. ("Acsys," AMEX: AYS) announced today
that the request for early termination of the 15-day waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act in connection with the pending
sale of Acsys to an affiliate of Vedior N.V. ("Vedior") has been granted by
the Federal Trade Commission and the Department of Justice as of May 19, 2000.
As previously announced, Vedior and Tiberia B.V. ("Tiberia"), which is
to be an affiliate of Vedior, entered into a definitive merger agreement
pursuant to which a subsidiary of Tiberia commenced a tender offer to acquire
all outstanding shares of common stock of Acsys for $5.00 per share in cash.
The acquisition will be completed through a cash tender offer, followed by a
cash merger. The tender offer is scheduled to expire at 12:00 midnight, New
York City time, on Wednesday, May 24, 2000, unless extended.
THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO PURCHASE OR A SOLICITATION
OF AN OFFER TO SELL ANY SECURITIES. THE COMPLETE TERMS AND CONDITIONS OF THIS
TENDER OFFER ARE SET FORTH IN AN OFFER TO PURCHASE AND RELATED LETTER OF
TRANSMITTAL WHICH HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
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 nearly 600 employees in 40 offices nationwide. Additional
information on Acsys is available at WWW.ACSYSINC.COM.
-END-
