SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary proxy statement [_] Confidential, for use of the
[_] Definitive proxy statement Commission only (as permitted
[_] Definitive additional materials by Rule 14a-6(c)(2))
[_] Soliciting material pursuant to
Rule 14a-11(c) or Rule 14a-12
Comforce Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[_] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
________________________________________________________________________________
1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
________________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
5) Total fee paid:
[_] Fee paid previously with preliminary materials:
________________________________________________________________________________
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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COMFORCE Corporation
415 Crossways Park Drive, P.O. Box 9006
Woodbury, New York 11797
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 13, 2000
As a stockholder of COMFORCE Corporation (the "Company"), you are invited
to be present, or represented by proxy, at the Company's 2000 Annual Meeting of
Stockholders, to be held at the Garden City Hotel, 45 Seventh Street, Garden
City, New York on June 13, 2000 at 10:00 a.m., New York City time, and any
adjournments thereof, for the following purposes:
1. To elect John C. Fanning, Harry Maccarrone, Kenneth J. Daley, Keith
Goldberg, Daniel Raynor and Gordon Robinett to the Board of Directors
of the Company for terms of one (1) year. See "Proposal No.
1--Election of Directors" in the Proxy Statement.
2. To amend the Company's Long-Term Stock Investment Plan to increase the
maximum number of shares which may be issued under the Plan from
4,000,000 shares to 5,000,000 shares. See "Proposal No. 2--Amendment
of Stock Option Plan" in the Proxy Statement.
3. To ratify the appointment of KPMG LLP as the Company's independent
certified public accountants for the fiscal year ending December 31,
2000. See "Proposal No. 3--Selection of Auditors" in the Proxy
Statement.
4. To transact such other business as may properly be brought before the
meeting or any adjournment thereof.
Stockholders of record at the close of business on May 1, 2000 are entitled
to vote at the Annual Meeting of Stockholders and all adjournments thereof.
Since a majority of the outstanding shares of the Company's Common Stock must be
represented at the meeting in order to constitute a quorum, all stockholders are
urged either to attend the meeting or to be represented by proxy.
If you do not expect to attend the meeting in person, please sign, date and
return the accompanying proxy in the enclosed reply envelope. Your vote is
important regardless of the number of shares you own. If you later find that you
can be present and you desire to vote in person or, for any other reason, desire
to revoke your proxy, you may do so at any time before the voting.
If you plan to vote at the meeting in person and your shares are held in
the name of your broker, bank or other nominee, please request from such broker,
bank or other nominee a letter to present to the judge of the election
evidencing your ownership of the shares and your authority to vote the shares at
the meeting.
By Order of the Board of Directors
----------------------------------
Harry Maccarrone
Secretary
May 1, 2000
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COMFORCE Corporation
415 Crossways Park Drive, P.O. Box 9006
Woodbury, New York 11797
ANNUAL MEETING OF STOCKHOLDERS
June 13, 2000
PROXY STATEMENT
This Proxy Statement and the Notice of Annual Meeting and Form of Proxy
accompanying this Proxy Statement, which will be mailed on or about May 8, 2000,
are furnished in connection with the solicitation by the Board of Directors of
COMFORCE Corporation, a Delaware corporation (the "Company" or "COMFORCE"), of
proxies to be voted at the annual meeting of stockholders to be held at the
Garden City Hotel, 45 Seventh Street, Garden City, New York on June 13, 2000 at
10:00 a.m., New York City time, and any adjournments thereof.
Holders of record of the Company's Common Stock at the close of business on
May 1, 2000 (the "record date") will be entitled to one vote at the meeting or
by proxy for each share then held. On the record date, there were 16,430,602
shares of Common Stock of the Company outstanding. All shares represented by
proxy will be voted in accordance with the instructions, if any, given in such
proxy. A stockholder may withhold authority to vote for the nominees by marking
the appropriate box on the accompanying proxy card, or may withhold authority to
vote for an individual nominee by drawing a line through such nominee's name in
the appropriate place on the accompanying proxy card. Unless instructions to the
contrary are given, each properly executed proxy will be voted (1) to elect John
C. Fanning, Harry Maccarrone, Kenneth J. Daley, Keith Goldberg, Daniel Raynor
and Gordon Robinett as directors of the Company, (2) to amend the Company's
Long-Term Stock Investment Plan to increase the maximum number of shares which
may be issued under the Plan from 4,000,000 shares to 5,000,000 shares, (3) to
ratify the appointment of KPMG LLP as the Company's independent certified public
accountants for the fiscal year ending December 31, 2000 and (4) to transact
such other business as may properly be brought before the meeting or any
adjournment thereof.
All proxies may be revoked and execution of the accompanying proxy will not
affect a stockholder's right to revoke it by giving written notice of revocation
to the Secretary at any time before the proxy is voted or by the mailing of a
later-dated proxy. Any stockholder attending the meeting in person may vote his
or her shares even though he or she has executed and mailed a proxy. A majority
of all of the issued and outstanding shares of the Company's Common Stock is
required to be present in person or by proxy to constitute a quorum. Directors
are elected by a plurality. The favorable vote of the holders of a majority of
the shares of Common Stock represented in person or by proxy at the meeting is
required to approve or adopt the other proposals presented to the meeting.
This Proxy Statement is being solicited by the Board of Directors of the
Company. The expense of making this solicitation is being paid by the Company
and consists of the preparing, assembling and mailing of the Notice of Meeting,
Proxy Statement and Proxy, tabulating returns of proxies, and charges and
expenses of brokerage houses and other custodians, nominees or fiduciaries for
forwarding documents to stockholders. In addition to solicitation by mail,
officers and regular employees of the Company may solicit proxies by telephone,
facsimile or in person without additional compensation therefor.
PROPOSAL NO. 1 -- ELECTION OF DIRECTORS
Election of Directors
The Company's Bylaws provide that the Board of Directors shall consist of
from three to nine persons as fixed by the Board. Six persons have been
nominated to serve as directors to hold office until the next annual meeting or
until their successors shall be duly elected and qualified. It is intended that
proxies in the form enclosed granted by the
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stockholders will be voted, unless otherwise directed, in favor of electing the
following persons as directors: John C. Fanning, Harry Maccarrone, Kenneth J.
Daley, Keith Goldberg, Daniel Raynor and Gordon Robinett.
Unless you indicate to the contrary, the persons named in the accompanying
proxy will vote it for the election of the nominees named above. If, for any
reason, a nominee should be unable to serve as a director at the time of the
meeting, which is not expected to occur, the persons designated herein as
proxies may not vote for the election of any other person not named herein as a
nominee for election to the Board of Directors. See "Information Concerning
Directors and Nominees."
Recommendation
The Board of Directors recommends a vote "FOR" the election of each of the
nominees. Proxies solicited by the Board of Directors will be voted in favor of
this proposal unless a contrary vote or authority withheld is specified.
INFORMATION CONCERNING DIRECTORS AND NOMINEES
Directors and Nominees
Set forth below is information concerning each director and nominee for
director of the Company, including his business experience during at least the
past five years, his positions with the Company and the Company's wholly-owned
subsidiary, COMFORCE Operating, Inc. ("COI"), and certain directorships held by
him. Each nominee is currently a director of the Company. There are no family
relationships among any of the directors or nominees, nor, except as hereinafter
described, are there any arrangements or understandings between any director and
another person pursuant to which he was selected as a director or nominee. Each
director is to hold office until the next annual meeting of the stockholders or
until his successor has been elected and qualified.
<TABLE>
<CAPTION>
Name Age Current Position with the Company
- ---- --- ---------------------------------
<S> <C> <C>
John C. Fanning..................... 69 Chairman of the Board and Chief Executive Officer
Harry Maccarrone.................... 52 Executive Vice President, Secretary and Director
Kenneth J. Daley.................... 62 Director
Keith Goldberg...................... 37 Director
Daniel Raynor....................... 40 Director
Gordon Robinett..................... 64 Director
</TABLE>
John C. Fanning has served as Chairman of the Board of Directors and Chief
Executive Officer of COMFORCE and COI since September 1998 and is a member of
the Compensation Committee of the Board. From November 1997 to September 1998 he
was President of the Company's Financial Services Division. Mr. Fanning was the
founder of Uniforce Services, Inc. ("Uniforce") and served as its Chairman,
Chief Executive Office and President and as one of its directors from 1961, the
year in which Uniforce's first office was opened, until its acquisition by the
Company in November 1997. Mr. Fanning entered the employment field in 1954, when
he founded the Fanning Personnel Agency, Inc., his interest in which he sold in
1967 to devote his efforts solely to Uniforce's operations. He also founded and
served as the first president of the Association of Personnel Agencies of New
York.
Harry Maccarrone has served as Executive Vice President, Secretary and a
Director of COMFORCE since September 1998 and is a member of the Finance
Committee of the Board. Mr. Maccarrone, who joined Uniforce in December 1988 as
Assistant Vice President--Finance, served as Vice President--Finance of Uniforce
from May 1989 to
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September 1998. From May 1989 until December 1997 he also served as Uniforce's
Treasurer and Chief Financial Officer.
Kenneth J. Daley has served as a Director of the COMFORCE and COI since
June 1999 and is a member of the Audit Committee of the Board. From 1957 until
his retirement in 1998, Mr. Daley held various positions with Chase Manhattan
Bank ("Chase") and, prior to its acquisition by Chase, Chemical Banking
Corporation, most recently as Division Executive responsible for middle market
business in the Long Island region. He currently serves as Director of the Hain
Food Group, Inc., a distributor of specialty and natural foods, a Director of
National Medical Health Card Systems Inc., a provider of prescription benefit
management services, a consultant to Key Span Energy, a trustee of Briarcliff
College and a member of the financial committee of the Long Island Catholic
Charities.
Keith Goldberg has served as a Director of COI since its formation in
October 1997 and of COMFORCE since December 1995 and is a member of the Audit,
Compensation and Stock Option Committees of the Board. He has served as a Senior
Vice President of D'Arcy Advertising since 1999. Prior thereto, he served as a
Senior Partner of J. Walter Thompson Advertising (1994 to 1999), as an Associate
Creative Director of BBDO Advertising (1994 to 1995) and as a Vice President of
Young & Rubicam (1990 to 1994).
Daniel Raynor has served as a Director of COMFORCE and COI since September
1998 and is a member of the Audit Committee of the Board. He is a Managing
Partner of The Argentum Group, a private investment firm, a position he has held
since 1987. He also serves as a general partner of Argentum's affiliated
investment partnerships. Mr. Raynor also serves as a director of Dynamic
Healthcare Technologies, Inc. and NuCO2, Inc., both public companies, and
several privately-held technology and business-to-business service companies. He
received a B.S. in economics from The Wharton School, University of
Pennsylvania.
Gordon Robinett has served as a Director of COMFORCE and COI since
September 1998 and is a member of the Compensation and Stock Option Committees
of the Board. He is currently a Director and Vice Chairman of Command Security,
a security services firm based in Poughkeepsie, New York. Mr. Robinett retired
as the Vice President--Finance and Treasurer of Uniforce in May 1989, after more
than 20 years of service.
Meetings of the Board of Directors
In 1999, the Board of Directors of the Company conducted five meetings.
Each director of the Company attended at least 75% of the meetings held during
the time he served as director.
Committees
The standing committees of the Board of Directors include the Audit
Committee, the Compensation Committee and the Stock Option Committee. The Audit
Committee has responsibility for conferring with and reviewing recommendations
of the Company's independent auditors and reviewing the Company's financial
statements, accounting policies and internal accounting controls. Messrs.
Raynor, Daley and Goldberg are currently members of the Audit Committee. The
Audit Committee met twice during 1999 and acted on one other occasion by
unanimous consent. All of the members of the Committee attended the meetings.
The Compensation Committee has responsibility for reviewing and approving
executive and employee salaries, bonuses, non-cash incentive compensation and
benefits, exclusive of stock options and stock appreciation rights. Messrs.
Daley, Goldberg and Robinett are currently members of the Compensation
Committee.
The Stock Option Committee has responsibility for administering the
Company's Long-Term Investment Plan and awarding and fixing the terms of stock
option grants. Messrs. Goldberg and Robinett are currently members of the Stock
Option Committee. The Stock Option Committee acted by unanimous consent on two
occasions in 1999.
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PROPOSAL NO. 2 - AMENDMENT OF STOCK OPTION PLAN
Background Information
In 1993, the stockholders approved the adoption of a Long-Term Stock
Investment Plan of the Company (the "Plan" or the "Stock Option Plan") which
authorizes the grant of options to purchase the Company's common stock and
alternative appreciation rights to executives, key employees and agents of the
Company and its subsidiaries. At the annual meeting held October 28, 1996, the
stockholders of the Company approved amendments to the Plan to increase the
maximum number of shares which may be issued under such Plan from 1,500,000 to
4,000,000 shares, to provide for the grant of options to non-employee directors,
and to permit the Plan administrator additional flexibility in structuring
option grants. At the annual meeting held July 30, 1997, the stockholders of the
Company approved further amendments to the Plan principally to conform the Plan
to recently adopted amendments to Federal securities and income tax regulations.
In June 1999, the Board adopted certain clarifying amendments to the Plan which
did not require stockholder approval. In April 2000, the Board approved an
additional amendment to the Plan, subject to stockholder approval, to increase
the maximum number of shares which may be issued under the Plan from 4,000,000
shares to 5,000,000 shares.
In April 2000, prior to the Board's approval of the amendment to increase
the maximum number of options issuable under the Plan, the Stock Option
Committee approved an award of options to certain executives and non-executive
employees. No determination has been made, however, as to either the number of
options to be issued or who will receive options if the shareholders approve the
proposed increase in the number of shares available for issuance under the Plan.
Participation in the Plan
All executive officers and other officers, directors and employees, as well
as independent agents and consultants, of the Company and its subsidiaries are
eligible to participate in the Plan. The Company estimates that three executive
officers, four directors (who are not executive officers), and approximately 25
other officers and employees will be eligible to participate in the Plan. The
Plan is required to be administered by the Board of Directors of the Company or
a committee of the Board (the body administering the Plan in any case is defined
as the "Administrator"). Under the Plan, the Administrator has authority to
award options to eligible persons on the basis of the nature of their duties,
their present and potential contributions to the success of the Company and like
factors. The Plan is intended to offer participants substantial incentives to
join or continue to serve the Company and, by aligning their interests with
those of stockholders, to act in a manner calculated to maximize shareholder
value. To this end, the Administrator may elect to award options to key
employees.
Summary of the Plan
Proposed Amendment
The Board has approved an amendment to the Plan, subject to stockholder
approval, to increase the maximum number of shares which may be issued under the
Plan from 4,000,000 shares to 5,000,000 shares.
Purposes
The purposes of the Plan are to: (i) closely associate the interests of
participants, including certain employees of the Company, with the interests of
the stockholders by reinforcing the relationship between participants' rewards
and stockholder gains; (ii) provide participants, including certain employees,
with an equity ownership in the Company commensurate with Company performance,
as reflected in increased stockholder value; (iii) maintain competitive
compensation levels; and (iv) provide an incentive to employees for continued
employment with the Company.
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Administration
The Plan is required to be administered by the Administrator, which is
required to be either the Board of Directors of the Company or a committee of
the Board, provided that (i) in awarding options to any officer or director, the
Administrator must consist of at least two members of the Company's Board of
Directors who are "non-employee directors" (as defined under applicable rules of
the Securities and Exchange Commission), (ii) in making awards to the Company's
Chief Executive Officer, one of the four most highly compensated officers (other
than the Chief Executive Officer) or any participant who, in the judgment of the
Board, is reasonably likely to attain such status within the exercise period of
any contemplated option, the Administrator must consist of at least two members
of the Company's Board of Directors who are "outside directors" within the
meaning of the Code, and (iii) in making awards to a director or officer of the
Company who meets the criteria described in (ii) above and who is also an
employee of the Company, the Administrator must consist of at least two members
of the Company's Board of Directors who are both "non-employee directors" and
"outside directors." Currently, the Stock Option Committee serves as the
Administrator. Each of the Committee's two members, Keith Goldberg and Gordon
Robinett, is an "outside director" and a "non-employee director."
Eligibility
Participants in the Plan are selected by the Administrator from the
executive officers and other employees of the Company who have the capability of
making a contribution to the success of the Company. In addition, non-employee
consultants and agents who have the capability of making a substantial
contribution to the success of the Company may also be allowed to be
participants in the Plan. In making this selection and in determining the form
and amount of awards, the Administrator will consider any factors deemed
relevant, including the individual's functions, responsibilities, value of
services to the Company and past and potential contributions to the Company's
profitability and sound growth. In addition to discretionary grants,
non-employee directors are eligible to participate in the Plan through
non-discretionary annual grants of non-qualified options to purchase 10,000
shares. See "--Summary of the Plan--Non-Employee Directors."
Types of Options and Rights
Three types of options or rights are permitted under the Plan: stock
options, incentive stock options and alternate appreciation rights. A stock
option is an option to purchase the Company's Common Stock, which may be granted
to any participant. An incentive stock option is an option that qualifies for
favorable Federal income tax treatment. Incentive stock options may only be
granted to employees. An alternate appreciation right is a right to receive
shares of the Company's Common Stock having a value equal to the amount by which
the market price thereof exceeds the exercise price of options held by the
participant. Alternate appreciation rights may be issued concurrently with or
following the issuance of stock options or incentive stock options.
Exercise Price of Options
Except in the case of options originally issued outside of the Plan
("Outside Options") that are exchanged for stock options under the Plan, the
option price per share of Common Stock deliverable upon the exercise of an
Option must be at least the closing price of the Common Stock as reported on the
American Stock Exchange on the trading day last ended prior to the time the
option is granted, except that the option price per share of incentive stock
options granted to an owner of 10% or more of the total combined voting power of
the Company and its subsidiaries must be at least 110% of such closing price. In
the case of stock options that are issued under the Plan in exchange for Outside
Options, the exercise price may, at the election of the Administrator, be the
same price as that of the Outside Options.
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Term of Options
Each stock option is exercisable and/or becomes exercisable according to
such vesting schedule as is determined by the Administrator and provided in the
agreement under which the option is granted. Each option has a term of 10 years,
subject to earlier termination as provided in the case of death, disability,
retirement or other termination of employment, unless the agreement under which
the option is granted expressly provides for a different term, not in excess of
10 years, and/or expressly provides that such provisions will not apply to cause
the option to terminate earlier.
Unless otherwise provided in the agreement under which the option is
granted, upon the death of the participant, alternative appreciation rights are
not exercisable after death and any option rights to the extent exercisable on
the date of death may be exercised by the participant's estate within both the
remaining effective term of the option and one year after the participant's
death.
Unless otherwise provided in the agreement under which the option is
granted, upon termination of a participant's employment by reason of retirement
or permanent disability (as each is determined by the Administrator), the
participant may exercise any options to the extent such options remain
exercisable during a 36-month period following termination (or six months in the
case of alternative appreciation rights).
Unless otherwise provided in the agreement under which the option is
granted, upon termination of a participant's employment for any other reason,
alternative appreciation rights are not exercisable after any such termination
and the participant may exercise any options to the extent such options remain
exercisable during a three-month period following termination. No awards may be
made under the Plan after December 31, 2002. However, all awards made under the
Plan prior to this date will remain in effect until such awards have been
satisfied or terminated in accordance with the Plan and the terms of such
awards.
Maximum Amount of Option Grants
Shares of stock which may be issued under the Plan will be authorized and
unissued or treasury shares of Common Stock of the Company. As proposed to be
amended, the maximum number of shares of Common Stock which may be issued under
the Plan is 5,000,000. The aggregate fair market value (determined on the date
the option is granted) of Common Stock with respect to which incentive stock
options are first exercisable by a participant during any calendar year will not
exceed $100,000. The Plan provides that no participant is entitled to receive
options in any calendar year commencing January 1, 1997 to purchase more than
1,000,000 shares of Common Stock, plus any amount of shares that were available
within this limit in any prior year from inception of the Plan for which options
were not granted.
Alternative Appreciation Rights
Concurrently with or subsequent to the award of any option, the
Administrator may award to any participant a related alternate appreciation
right, permitting the participant to be paid the appreciation on the option in
lieu of exercising the option. A participant who has been granted alternate
rights may, in lieu of the exercise of an equal number of options, elect to
exercise one or more alternate rights and thereby become entitled to receive
from the Company payment in common stock for the appreciation of his options.
Non-Employee Directors
Under the Plan, each non-employee director will receive options to purchase
10,000 shares of the Company's Common Stock annually on the date any such
non-employee director is elected or re-elected by the Stockholders. Such options
are to vest on the first anniversary of the date of the grant, and shall be
exercisable for up to 10 years from the date of the grant. In addition,
non-employee directors may receive discretionary grants in addition to these
annual non-discretionary grants.
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Amendment of the Plan
The Board of Directors of the Company may, without further action by the
stockholders and without receiving further consideration from the participants,
amend the Plan or condition or modify awards under the Plan in response to
changes in securities or other laws or rules. The Board may also at any time
terminate or modify or amend the Plan in any respect, except that without
stockholder approval the Board may not (i) increase the maximum number of shares
of common stock which may be issued under the Plan (other than for certain
adjustments as a result of any change in the outstanding common stock by reason
of a stock dividend or distribution, recapitalization, merger, consolidation,
split-up, combination, exchange of shares or the like), (ii) extend the period
during which any award may be granted or exercised, or (iii) extend the term of
the Plan.
Certain Federal Income Tax Matters
The Committee may grant either incentive stock options under section 422 of
the Code or nonqualified stock options which do not qualify for the tax
treatment afforded incentive stock options. Neither the grant of an incentive
stock option nor the grant of a nonqualified stock option will be treated as
compensation to the optionee for federal income tax purposes, and neither will
result in a deduction for tax purposes for the Company. Similarly, the grant of
a stock appreciation right will not result in income to the optionee or a
deduction for tax purposes for the Company at the time of grant.
On exercise of an incentive stock option, the optionee will not recognize
any compensation income, and the Company will not be entitled to a deduction for
tax purposes, although exercise of an incentive stock option may give rise to
liability under the alternative minimum tax provisions of the Code. Generally,
if the optionee disposes of shares acquired upon exercise of an incentive stock
option within two years of the grant or one year of the date of exercise, the
optionee will recognize compensation income, and the Company will be entitled to
a deduction for tax purposes, in the amount of the excess of the fair market
value of the shares of Common Stock on the date of exercise over the option
price (or the gain on sale, if less). In addition, the optionee will have
capital gain income to the extent of any excess of the fair market value of the
Common Stock on the date of disposition over the fair market value of the Common
Stock on the date of exercise. Otherwise, the Company will not be entitled to
any deduction for tax purposes upon disposition of such shares and the entire
gain for the optionee will be treated as a capital gain. On exercise of a
nonqualified stock option, the amount by which the fair market value of the
Common Stock on the date of exercise exceeds the option price will generally be
taxable to the optionee as compensation income and deductible for tax purposes
by the Company. Upon exercise of a stock appreciation right, the value of the
stock received will be treated as income to the employee and deductible for tax
purposes by the Company.
Recommendation
The Board of Directors recommends that the stockholders vote "FOR" the
proposal. Proxies solicited by the Board of Directors will be voted in favor of
this proposal unless a contrary vote or abstention is specified.
PROPOSAL NO. 3 -- SELECTION OF AUDITORS
The Proposal
The Board of Directors appointed KPMG LLP, independent public accountants,
to audit the financial statements of the Company and its wholly owned
subsidiaries for the fiscal year ending December 31, 2000. This appointment is
being presented to stockholders for ratification. KPMG LLP audited the Company's
financial statements for the year ended December 31, 1999.
Representatives of KPMG LLP will be present at the meeting and will make a
statement if they desire to do so, and will respond to appropriate questions
that may be asked by stockholders.
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Recommendation
The Board of Directors recommends that the stockholders vote "FOR" the
proposal. Proxies solicited by the Board of Directors will be voted in favor of
this proposal unless a contrary vote or abstention is specified.
INFORMATION REGARDING EXECUTIVE OFFICERS
The following table sets forth certain information concerning each
individual who currently serves as an executive officer or key employee of the
Company, including such person's business experience during at least the past
five years and positions held with the Company and its COI subsidiary. Executive
officers are appointed by the Board of Directors and serve at the discretion of
the Board. There are no family relationships among the executive officers, nor
are there any arrangements or understandings between any executive officer and
another person pursuant to which he was selected as an officer except as may be
hereinafter described.
Name Age Position
- ---- --- --------
John C. Fanning................ 69 Chairman of the Board and
Chief Executive Officer
Harry Maccarrone............... 52 Executive Vice President,
Secretary and Director
Robert H.B. Baldwin, Jr. ...... 45 Senior Vice President and
Chief Financial Officer
Executive Officers
John C. Fanning. See "Information Concerning Directors and Nominees" for
information concerning Mr. Fanning.
Harry Maccarrone. See "Information Concerning Directors and Nominees" for
information concerning Mr. Maccarrone.
Robert H.B. Baldwin, Jr. has served as Senior Vice President and Chief
Financial Officer of COMFORCE since he joined COMFORCE in July 1998. From 1985
through 1998 Mr. Baldwin served as Managing Director of Smith Barney, Inc. He
joined Smith Barney as an officer in its Capital Markets Division and in 1990
became an officer in the Financial Institutions Group of the Investment Banking
Division.
EXECUTIVE COMPENSATION
Director Compensation and Arrangements
During 1999, non-employee directors and, commencing in the third quarter,
all directors received fees of $2,500 per quarter. In addition, during 1999,
under the Company's Long-Term Stock Investment Plan, each non-employee director
was entitled to receive options to purchase 10,000 shares of Common Stock upon
his initial election to the Board and, annually thereafter, options to purchase
10,000 shares upon his reelection to the Board, at an exercise price equal to
the market price on the date of grant. All options granted to non-employee
directors under these non-discretionary provisions of the Plan provide that the
options become exercisable one year from the date of grant and terminate 10
years from the date of grant.
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Executive Officer Compensation
The following table shows all compensation paid by the Company and its
subsidiaries for the fiscal years ended December 31, 1999, 1998 and 1997 to (1)
the person who has served as the chief executive officer of the Company
throughout 1999 (John C. Fanning) and (2) the Company's most highly compensated
executive officers, other than the person who served as the chief executive
officer, who were serving as executive officers as of December 31, 1999 and
whose income exceeded $100,000 (Harry Maccarrone and Robert H.B. Baldwin, Jr.)
(collectively, the "Named Executive Officers"). No other persons served as
executive officers of the Company at any time during 1999 and received
compensation in excess of $100,000.
Summary Compensation Table (1)
<TABLE>
<CAPTION>
Annual Compensation Long Term
------------------- ---------
Compensation
------------
Securities Underlying
----------------------
Name and Position Year Salary($) Bonus($) Options/SAR's(#)
- ----------------- ---- --------- --------- -----------------
<S> <C> <C> <C> <C>
John C. Fanning, 1999 266,250(2) -- 200,000(3)
Chairman and Chief 1998(4) 260,192(2) 25,000 --
Executive Officer 1997(4) 47,815(2) 25,000(5) --
Harry Maccarrone, 1999 183,150(2) -- 110,000(6)
Executive Vice President 1998(7) 170,359(2) 25,000 --
and Secretary 1997(7) 14,729(2) 25,000 30,000(8)
Robert H.B. Baldwin, Jr., 1999 200,000(2) -- 10,000(9)
Senior Vice President and 1998 80,289 -- 160,000(10)
Chief Financial Officer 1997 -- -- --
</TABLE>
- ----------
(1) Does not include perquisites and other personal benefits, securities or
other property, if any, received by any such executive officer which did
not exceed the lesser of $50,000 or 10% of such executive officer's salary
and bonus for the year indicated.
(2) Includes compensation which the executive officer elected to defer under a
deferred compensation plan.
(3) Represents options to purchase the Company's Common Stock at an exercise
price of $5.25 per share.
(4) Includes compensation payable to Mr. Fanning during the period from
November 26, 1997 through October 2, 1998 when he served as an employee of
the Company but did not serve as an executive officer. The compensation
shown for 1997 includes only compensation payable from November 26, 1997
through December 31, 1997. Prior to Uniforce's acquisition by the Company
in November 1997, Mr. Fanning served as an officer of Uniforce; however,
the compensation payable to him during this period is not included in the
table since Uniforce was not then a subsidiary or affiliate of the Company.
(5) Does not include incentive compensation of $219,395 which was earned by Mr.
Fanning in 1997 for services performed for Uniforce prior to its
acquisition by the Company, but paid in 1998.
9
<PAGE>
(6) Represents options to purchase 100,000 shares of the Company's Common Stock
at an exercise price of $5.25 per share and options to purchase 10,000
shares of the Company's Common Stock at an exercise price of $2.00 per
share.
(7) Includes compensation payable to Mr. Maccarrone during the period from
November 26, 1997 through October 2, 1998 when he served as an employee of
the Company but did not serve as an executive officer. The compensation
shown for 1997 includes only compensation payable from November 26, 1997
through December 31, 1997. Prior to Uniforce's acquisition by the Company
in November 1997, Mr. Maccarrone served as an officer of Uniforce; however,
the compensation payable to him during this period is not included in the
table since Uniforce was not then a subsidiary or affiliate of the Company.
(8) Represents exercisable options to purchase the Company's Common Stock at an
exercise price of $7.00 per share.
(9) Represents options to purchase shares of the Company's Common Stock at an
exercise price of $2.00 per share.
(10) Represents options to purchase 100,000 shares of the Company's common stock
at an exercise price of $8.56 per share and 60,000 shares at an exercise
price of $6.62 per share.
Option Awards and Values. In 1993, the Company adopted a Long-Term Stock
Investment Plan of the Company (the "Plan") which authorizes the grant of
options to purchase up to 4,000,000 shares of the Company's common stock to
executives, key employees and agents of the Company and its subsidiaries. All
executive officers and other officers, directors and employees, as well as
independent agents and consultants, of the Company and its subsidiaries are
eligible to participate in the Plan.
The following table shows options awarded to the Named Executive Officers
in 1999 and the assumed appreciated value of such options. None of the Named
Executive Officers received stock appreciation rights in 1999.
Option Grants in Fiscal Year 1999
<TABLE>
<CAPTION>
Potential Realizable Value
at Assumed Annual Rates of
Stock Price
Appreciation for Option
Term(1)
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise or
Option/SARs Employees Base Price Expiration
Granted(#) in Fiscal Year ($/Sh) Date 5% ($) 10% ($)
------------ -------------- ------ ---- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
John C. Fanning 200,000 45.5% 5.25 1/29/09 660,000 1,674,000
Harry Maccarrone 100,000 22.7% 5.25 1/29/09 330,000 837,000
Harry Maccarrone 10,000 2.3% 2.00 10/14/09 12,600 31,900
Robert H.B. Baldwin, Jr 10,000 2.3% 2.00 10/14/09 12,600 31,900
</TABLE>
- ----------
(1) The potential realizable value shown is calculated based upon appreciation
of the Company's common stock issuable under options, calculated over the
full term of the options assuming 5% and 10% annual appreciation in the
value of the common stock from the date of grant, net of the exercise price
of the options.
10
<PAGE>
The following table shows information concerning the aggregate number and
values of options held by the Named Executive Officers as of December 31, 1999.
None of the Named Executive Officers holds stock appreciation rights and none of
such persons exercised any options in 1999.
Aggregated Option Exercises in Last Fiscal Year
and FY-End Option Values (1)
<TABLE>
<CAPTION>
Number of Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
Shares Fiscal Year End (#) Fiscal Year End ($)
Acquired Value Exercisable/ Exercisable/
Name Or Exercise(#) Realized($) Unexercisable Unexercisable
---- -------------- ----------- ------------- -------------
<S> <C> <C> <C> <C>
John C. Fanning ......................... -- -- 0/200,000 0/0
Harry Maccarrone ........................ -- -- 30,000/110,000 0/8,750(2)
Robert H.B. Baldwin, Jr ................. -- -- 65,000/105,000 0/8,750(2)
</TABLE>
- ----------
(1) This information is presented as of December 31, 1999.
(2) The exercise prices of these options were in excess of the closing market
price of the Company's Common Stock on December 31, 1999. See the notes to
the "Summary Compensation Table" for a description of the terms of the
options listed in this table.
Employment Agreements
Effective as of January 1, 1999, the Company entered into an employment
agreement with John C. Fanning, Chairman and Chief Executive Officer of the
Company. As in effect through March 27, 2000, Mr. Fanning's agreement provided
for a salary of $385,000 per year, subject to annual increases, annual incentive
compensation equal to 5% of the Company's pre-tax operating income in excess of
$2.5 million and less than $3.0 million and 3.5% of the Company's pre-tax
operating income in excess of $3.0 million, and participation in the Company's
benefit programs. In March 2000, Mr. Fanning's agreement was amended to create a
more incentive-based compensation structure. As amended, Mr. Fanning is entitled
to a base salary of $100,000 per annum and incentive compensation equal to the
following percentages of the Company's annual pre-tax operating income
(calculated effective January 1, 2000): 10% of the amount between $2 million and
$4 million, 5% of the amount between $4 million and $10 million and 3.5% of the
amount in excess of $10 million.
Mr. Fanning's agreement is for a term of three years. The agreement is
terminable by the Company only for "just cause," and imposes customary
non-competition and confidentiality restrictions. The agreement provides that,
if it is terminated or not extended, other than for just cause, Mr. Fanning will
be entitled to a severance payment equal to one year's compensation (with the
bonus calculated at the highest rate during the last three years) and
reimbursement for health insurance costs for three years. Furthermore, the
agreement provides that, if Mr. Fanning resigns within one year following a
"change of control," or if the agreement is terminated or not extended within
three years following a change of control, other than for just cause, he will be
entitled to receive three times the amount of the Company's pension, deferred
compensation and like contributions made by the Company on his behalf, if any,
and the greater of (1) his annual base salary and bonus (calculated at the
highest rate during the last three years) or (2) the sum of $385,000 plus 2.5%
of the Company's pre-tax operating income between $2.5 million and $3.0 million
and 3.5% of the Company's pre-tax operating income in excess of $3.0 million
(based on the Company's highest pre-tax operating income during the last three
years). In addition, in the event the agreement is terminated or not extended
prior to a change of control or within
11
<PAGE>
three years after a change of control, other than for just cause, or if Mr.
Fanning resigns within one year after a change of control, all unvested stock
options shall immediately vest and remain exercisable throughout their original
term. Mr. Fanning is also be entitled to receive a payment equal to the excise
taxes payable by him in respect of any of the termination payments described
above plus a "gross up" payment based on projected federal, state and local
income taxes payable by him due to his receipt of this additional compensation.
Effective as of January 1, 1999, the Company entered into an employment
agreement with Harry Maccarrone, Executive Vice President and Secretary of the
Company. Mr. Maccarrone's agreement provides for a salary of $183,150 per year,
subject to annual increases of the higher of 7% or the percentage increase in
the Consumer Price Index, and participation in the Company's benefit programs.
His agreement is in other respects identical to Mr. Fanning's except Mr.
Maccarrone's agreement provides that, if he resigns within one year following a
change of control or if the agreement is terminated or not extended within three
years following a change of control, other than for just cause, he will be
entitled to receive three times the amount of his annual salary, bonus
(calculated at the highest rate during the last three years), the amount of
specified costs of benefits provided to Mr. Maccarrone and the amount of the
Company's pension contributions, if any, on his behalf.
Effective July 27, 1998, the Company entered into an employment agreement
with Robert H.B. Baldwin, Jr., Senior Vice President and Chief Financial Officer
of the Company. This agreement was amended in September 1998. Mr. Baldwin's
agreement provides for a salary of $200,000 per year (subsequently increased to
$220,000), and participation in the Company's benefit programs. Mr. Baldwin's
agreement is for a term of one year, subject to automatic annual renewals, but
is terminable by either party upon 30 days' notice. The agreement provides that
if it is terminated by the Company, other than for just cause, Mr. Baldwin will
be entitled to receive a severance payment equal to 50% of his annual base
salary, payable over a one-year period. Furthermore, the agreement provides
that, if Mr. Baldwin resigns within one year following a change of control, or
if the agreement is terminated within one year following a change of control,
other than for just cause, he will be entitled to receive a payment equal to 50%
of the aggregate exercise prices of all outstanding options held by him, and if
the agreement is terminated between one and three years following a change of
control, other than for just cause, he will be entitled to receive a payment
equal to 100% of the aggregate exercise prices of all outstanding options held
by him. The agreement also includes customary non-competition and
confidentiality restrictions.
Compensation Committee Interlocks and Insider Participation
Keith Goldberg and Gordon Robinett serve on the Company's Compensation
Committee. There are no interlocking relationships, as defined in the
regulations of the Securities and Exchange Commission, involving any of these
individuals.
Report of the Compensation Committee
Overview and Philosophy
The Company's executive compensation policy is to provide compensation to
employees at such levels as will enable the Company to attract and retain
employees of the highest caliber, to compensate employees in a manner best
calculated to recognize individual, group and Company performances and to seek
to align the interests of the employees with the interests of the Company's
stockholders. The Compensation Committee has responsibility for reviewing and
approving executive and employee salaries, bonuses, non-cash incentive
compensation and benefits, exclusive of stock options and stock appreciation
rights.
The Company's Stock Option Committee administers the Stock Option Plan
under which awards of incentive stock options, non-qualified stock options and
stock appreciation rights may be made to key management personnel and thereby
provide additional incentives for such persons to devote themselves to the
maximum extent practicable to the business of the Company. The Stock Option Plan
is also intended to aid in attracting persons of outstanding ability to enter
and remain in the employ of the Company. During 1999, grants were awarded to
specific key managers based on the salary ranges applicable to such officers and
employees at the time of the award and various subjective factors such as the
executive's responsibilities, individual performance and anticipated
contribution to the Company's performance. Keith Goldberg and Gordon Robinett
currently serve on the Stock Option Committee.
Compensation of Executive Officers
Salary determinations for executive officers are based upon various
subjective factors such as the executive's responsibilities, position,
qualifications, individual performance and experience. The Company did not
utilize
12
<PAGE>
quantitative measures of Company or individual performance for purposes of
fixing the salaries or bonuses of its executives except as described below under
"--Compensation of Chief Executive Officer."
Compensation of Chief Executive Officer
John C. Fanning was appointed as the Company's Chief Executive Officer in
October 1998. In determining the appropriate compensation for Mr. Fanning, the
Compensation Committee engaged PricewaterhouseCoopers LLP to undertake an
analysis of the salaries and incentive compensation paid to the chief executive
officers of 15 other public staffing companies with annual revenues of from $142
million to $7.2 billion. To ensure comparability, the report size-adjusted the
compensation data from these companies through regression analysis and reported
competitive practices at the 50th and 75th percentile pay levels. In considering
Mr. Fanning's compensation and the terms of his employment agreement with the
Company, the Committee considered this report and considered the size of the
size and earnings history of the Company as compared to the companies listed in
the report. The Committee also considered various subjective factors such as Mr.
Fanning's responsibilities, position, qualifications and experience. The
Committee approved Mr. Fanning's employment agreement in January 1999.
The Committee subsequently approved a restructuring of Mr. Fanning's
compensation to lower his base salary and create greater performance incentives,
and the Company and Mr. Fanning entered into an amendment to his employment
agreement to reflect these terms in March 2000. See "Executive
Compensation--Employment Agreements." The decision of the Compensation Committee
to approve the restructured terms was based upon various subjective factors,
including Mr. Fanning's qualifications and years of experience and the perceived
benefits to the Company of creating greater performance incentives while
lowering his base salary. The Committee did not undertake a new survey or
analysis of the compensation paid to chief executives by other similarly
situated companies.
Deductibility of Compensation
Under Section 162(m) of the Code, the Internal Revenue Service will
generally deny the deduction of compensation paid to certain executives to the
extent such compensation exceeds $1 million, subject to an exception for
compensation that meets certain "performance-based" requirements. The Company
has taken actions designed to increase its opportunity to deduct all
compensation paid to highly compensated officers for federal income tax
purposes. However, no assurance can be given that such actions will ensure the
deductibility for federal income tax purposes of all executive compensation paid
by the Company. Furthermore, neither the Board nor the Compensation Committee
subscribes to the view that any executive's compensation should be limited to
the amount deductible if such executive deserves compensation in excess of $1
million and it is not reasonably practicable to compensate him or her in a
manner such that the compensation payable is fully deductible by the Company.
Submission of Report
This report on Executive Compensation is submitted by Kenneth J. Daley,
Keith Goldberg and Gordon Robinett, the current members of the Compensation
Committee.
13
<PAGE>
Performance Information
Set forth below in tabular form is a comparison of the total stockholder
return (annual change in share price plus dividends paid, assuming reinvestment
of dividends when paid) assuming an investment of $100 on the starting date for
the period shown for the Company, the Dow Jones Equity Market Index (a broad
equity market index which includes the stock of companies traded on the American
Stock Exchange) and the Dow Jones Industrial Sector -- Industrial Services Index
(an industry index which includes providers of staffing services).
No dividends were paid on the Company's Common Stock during the period
shown. The return shown is based on the percentage change from December 31, 1994
through December 31, 1999.
Cumulative Total Return
12/94 12/95 12/96 12/97 12/98 12/99
COMFORCE CORPORATION 100.00 321.74 495.65 278.26 186.96 100.00
DOW JONES EQUITY MARKET 100.00 138.37 170.84 227.18 291.64 351.05
DOW JONES INDUSTRIAL SERVICES 100.00 127.99 139.60 160.39 190.10 222.53
14
<PAGE>
PRINCIPAL STOCKHOLDERS
Securities Ownership of Certain Beneficial Owners and Management
The following table sets forth the number of shares and percentage of
Common Stock known to the Company (based upon representations made to it or
public filings with the Securities and Exchange Commission) to be beneficially
owned as of May 1, 2000 by (i) each person who beneficially owns more than 5% of
the shares of Common Stock, (ii) each director and executive officer of the
Company, and (iii) all directors and executive officers of the Company as a
group. Unless stated otherwise, each person so named exercises sole voting and
investment power as to the shares of Common Stock so indicated. Unless otherwise
indicated below, the business address for each person shown is 415 Crossways
Park Drive, P.O. Box 9006, Woodbury, NY 11797. There were 16,430,602 shares of
Common Stock issued and outstanding as of May 1, 2000.
<TABLE>
<CAPTION>
Name and Address of Beneficial Owner Number(1) Percentage(1)
- ------------------------------------ --------- -------------
Management:
<S> <C> <C>
John C. Fanning(2) ................................... 5,152,379 31.2%
Harry Maccarrone, individually(3) .................... 90,552 *
Harry Maccarrone, as trustee of the John C ...........
Fanning Irrevocable Trust(3) ......................... 5,028,179 30.6%
Robert H.B. Baldwin, Jr.(4) .......................... 75,000 *
Daniel Raynor(5) ..................................... 20,000 *
Gordon Robinett(6) ................................... 21,043 *
Keith Goldberg(7) .................................... 40,000 *
Kenneth J. Daley(8) .................................. 10,000 *
Directors and officers as a group(9) ................. 5,408,974 32.3%
Other Significant Stockholders:
ARTRA GROUP Incorporated (10) ........................ 1,525,500 9.3%
500 Central Avenue
Northfield, Illinois 60093
Alberta, Canada ...................................... 1,400,000 8.5%
Alberta Treasury, Room 530
Terrace Building
9515 107th Street
Edmonton, Alberta T5K 2C3
</TABLE>
- ----------
* Less than 1%
(1) For purposes of this table, shares are considered "beneficially owned" if
the person directly or indirectly has the sole or shared power to vote or
direct the voting of the securities or the sole or shared power to dispose
of or direct the disposition of the securities. A person is also considered
to beneficially own shares that such person has the right to acquire within
60 days, and options exercisable within such period are referred to herein
as "currently exercisable."
(2) The shares beneficially owned by Mr. Fanning, the Chairman and Chief
Executive Officer of the Company, are (i) 24,200 shares currently held of
record by him, (ii) 3,606,564 shares owned by the John C. Fanning
Irrevocable Trust, of which Mr. Fanning is the beneficiary, (iii) 1,421,615
shares held by a limited partnership
15
<PAGE>
of which the John C. Fanning Irrevocable Trust is the general partner, and
(iv) 100,000 shares issuable upon exercise of a currently exercisable
option at an exercise price of $5.25 per share. Mr. Fanning disclaims
beneficial ownership of shares owned by the limited partnership in excess
of his proportionate interest in the limited partnership. Harry Maccarrone
holds sole voting power with respect to the shares held by the limited
partnership and the John C. Fanning Irrevocable Trust.
(3) The shares beneficially owned by Mr. Maccarrone, Executive Vice President
and Secretary of the Company, are (i) 10,552 shares currently held of
record by him, (ii) 80,000 shares issuable to him upon exercise of
currently exercisable options at exercise prices of $7.00 per share (for
30,000 shares) and $5.25 (for 50,000 shares), (iii) 3,606,564 shares owned
by the John C. Fanning Irrevocable Trust, of which Mr. Maccarrone is the
trustee, and (iv) 1,421,615 shares held by a limited partnership of which
the John C. Fanning Irrevocable Trust is the general partner. Harry
Maccarrone holds sole voting power with respect to the shares held by the
limited partnership and the John C. Fanning Irrevocable Trust.
(4) The shares beneficially owned by Mr. Baldwin, the Senior Vice President and
Chief Financial Officer, are (i) 10,000 shares owned of record by him and
(ii) 65,000 shares issuable to him upon the exercise of currently
exercisable options at respective exercise prices of $8.56 (for 50,000
shares) and $6.62 per share (for 15,000 shares).
(5) The shares beneficially owned by Mr. Raynor, a Director of the Company, are
issuable to him upon the exercise of currently exercisable options at an
exercise price of $4.94 per share (for 10,000 shares) and $3.13 per share
(for 10,000 shares).
(6) The shares beneficially owned by Mr. Robinett, a Director of the Company,
are (i) 1,043 shares owned of record and (ii) 20,000 shares issuable to him
upon the exercise of a currently exercisable option at exercise prices of
$3.13 per share (for 10,000 shares) and $4.94 per share (for 10,000
shares).
(7) The shares beneficially owned by Mr. Goldberg, a Director of the Company,
are issuable to him upon exercise of currently exercisable options at
exercise prices of $6.75 per share (for 10,000 shares), $17.00 per share
(for 10,000 shares), $7.625 per share (for 10,000 shares) and $3.13 per
share (for 10,000 shares).
(8) The shares beneficially owned by Mr. Daley, a Director of the Company,
include 10,000 shares issuable upon the exercise of a currently exercisable
option at our exercise price of $3.13 per share.
(9) The shares shown to be beneficially owned by the directors and officers as
a group include (i) 5,073,974 shares held of record by them or an affiliate
and (ii) 335,000 shares issuable upon the exercise of currently exercisable
options at exercise prices ranging from $3.13 to $17.00 per share.
(10) ARTRA Group Incorporated, a Delaware corporation, presently owns all of
such shares of record directly or through a wholly-owned subsidiary,
Fill-Mor Holding, Inc.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, certain of its officers and persons who own more than 10% of the
Company's Common Stock to file reports of ownership and changes in ownership
with the SEC. Such persons are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms they file.
16
<PAGE>
Based solely on review of the copies of such forms furnished to the
Company, the Company believes that all Section 16(a) filing requirements
applicable to persons who are officers or directors of the Company or holders of
10% of the Company's Common Stock were complied with in 1999.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See "Executive Compensation--Employment Agreements" for a description of
the employment agreements entered into between the Company and each of Messrs.
Fanning and Maccarrone.
STOCKHOLDERS' PROPOSALS
To be considered for inclusion in the Company's Proxy Statement for the
2000 Annual Meeting of Stockholders, stockholder proposals must be sent to the
Company, directed to the attention of Linda Annicelli, Vice President of
Administration, at COMFORCE Corporation, 415 Crossways Park Drive, P.O. Box
9006, Woodbury, New York 11797, for receipt not later than January 12, 2001.
GENERAL AND OTHER MATTERS
Management knows of no matters, other than those referred to in this
Proxy Statement, which will be presented to the meeting. However, if any other
matters properly come before the meeting or any adjournment, the persons named
in the accompanying proxy will vote it in accordance with their best judgment on
such matters.
The Company will bear the expense of preparing, printing and mailing
this Proxy Statement, as well as the cost of any required solicitation. In
addition to the solicitation of proxies by use of the mails, the Company may use
regular employees, without additional compensation, to request, by telephone or
otherwise, attendance or proxies previously solicited.
By Order of the Board of Directors
-----------------------------
Harry Maccarrone
Secretary
Woodbury, New York
May 1, 2000
17
<PAGE>
PROXY
COMFORCE CORPORATION
Solicited by The Board of Directors for the 2000 Annual Meeting of Stockholders
415 Crossways Park Drive, P.O. Box 9006
Woodbury, New York 11797
The undersigned hereby appoints John C. Fanning and Harry Maccarrone as
Proxies, each with the power to appoint his substitute, to vote all of the
shares of Common Stock of COMFORCE Corporation, a Delaware corporation (the
"Company"), held of record by the undersigned on the record date, May 1, 2000,
at the 2000 Annual Meeting of Stockholders to be held on June 13, 2000, or any
adjournment thereof, as directed and, in their discretion, on all other matters
which may properly come before the meeting. The undersigned directs said proxies
to vote as specified upon the items shown on the reverse side, which are
referred to in the Notice of Annual Meeting and set forth in the Proxy
Statement.
Holders of record of the Company's Common Stock at the close of business on
the record date will be entitled to vote at the Annual Meeting. Holders of
Common Stock will be entitled to one vote for each share then held. Each
stockholder may vote in person or by proxy. All shares represented by proxy will
be voted in accordance with the instructions, if any, given in such proxy. A
stockholder may withhold authority to vote for any nominee(s) by so indicating
on the reverse side.
The votes represented by this proxy will be voted as marked by you.
However, if you properly execute and return the proxy unmarked, such votes will
be voted FOR all of the proposals. Any proxy which is not properly executed
shall be ineffective. Please mark each box with an "x".
(Continued, and to be marked, dated and signed, on the other side)
<PAGE>
The votes represented by this proxy will be voted as marked by you. However, if
you execute and return the proxy unmarked, such votes will be voted FOR all of
the proposals. Please mark each box with an "x".
The Board of Directors Recommends a Vote "For" all proposals.
1. Election of Directors: John C. Fanning, Harry Maccarrone, Kenneth J. Daley,
Keith Goldberg, Daniel Raynor and Gordon Robinett.
FOR Withheld Withheld for the following
for all following (write the
Nominee's name in the
space below).
[_] [_] __________________________
2. Approve amendment to the Company's Long-Term Stock Investment Plan to
increase the maximum number of shares that may be issued under the Plan
from 4,000,000 shares to 5,000,000 shares.
FOR Against Abstain
[_] [_] [_]
3. Ratify the appointment of KPMG LLP as the Company's independent certified
public accountants for the fiscal year ending December 31, 2000.
FOR Against Abstain
[_] [_] [_]
When shares are held as joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full title
as such. If a corporation, please sign in full corporate name by President or
other authorized officer. If a partnership, please sign in the partnership name
by authorized person.
Dated:
---------------------------
- ----------------------------------
Signature
- ----------------------------------
Signature if held jointly
PLEASE SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.
