<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-C
REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
INTERDEALER QUOTATION SYSTEM
Filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 and Rule 13a-17
or 15d-17 thereunder
Staff Builders, Inc.
- --------------------------------------------------------------------------------
(Exact name of issuer as specified in charter)
1983 Marcus Avenue, Lake Success, New York 11042-7011
- --------------------------------------------------------------------------------
(Address of principal executive offices)
Issuer's telephone number, including area code (516) 358-1000
I. CHANGE IN NUMBER OF SHARES OUTSTANDING
Indicate any change (increase or decrease) of five percent or more in the number
of shares outstanding:
1. Title of security Common Stock, $.01 par value per share
2. Number of shares outstanding before the change 23,666,387
3. Number of shares outstanding after the change 0
4. Effective date of change October 26, 1995
5. Method of change and brief description of transaction On October 26, 1995,
Staff Builders, Inc. (the "Company") implemented a plan of recapitalization
by which (i) the Company's Restated Certificate of Incorporation was
amended to eliminate the Company's previously authorized single class of
common stock (the "Common Stock") and to authorize for issuance 50,000,000
shares of Class A Common Stock, $.01 par value per share (the "Class A
Common Stock"), and 1,450,000 shares of Class B Common Stock, $.01 par
value per share (the "Class B Common Stock"), (ii) each share of Common
Stock beneficially held by the same owner for more than four years as of
both August 28, 1995 and October 26, 1995 was reclassified, changed and
converted automatically into one share of Class B Common Stock, and (iii)
each other share of Common Stock was reclassified, changed and converted
automatically into one share of Class A Common Stock. Accordingly, there
are no longer any shares of Common Stock of the Company outstanding.
<PAGE>
II. CHANGE IN NAME OF ISSUER
Not applicable.
Date: November 3, 1995 /s/ Gary Tighe
---------------------------- ----------------------------------------
Gary Tighe
Senior Vice President, Finance and Chief
Financial Officer
