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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.
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(Exact name of issuer as specified in charter)
1983 Marcus Avenue, Lake Success, New York 11042-7011
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(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 Class B Common Stock, $.01 par value per share
2. Number of shares outstanding before the change 0
3. Number of shares outstanding after the change 1,209,977
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. On August 28, 1995,
based upon information available at that time, there were 1,209,977 shares
of Common Stock outstanding
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which were beneficially owned by their holders for more than four years.
Accordingly, as of October 26, 1995, assuming all such shares continued to
be beneficially owned by the same holders for more than four years,
1,209,977 shares of Class B Common Stock were issued on October 26, 1995 to
replace such shares of Common Stock and are now outstanding. On or about
December 1, 1995, the Company will confirm the number of shares of Common
Stock which were beneficially owned by the same holders for more than four
years on both August 28, 1995 and October 26, 1995. If it is determined
that the Company has understated the number of shares of Common Stock
beneficially owned by the same holders for more than four years, then the
number of outstanding shares of Class A Common Stock will be reduced by the
amount of such understatement and the number of outstanding shares of Class
B Common Stock will be increased by the amount of such understatement.
II. CHANGE IN NAME OF ISSUER
Not applicable.
Date: November 3, 1995 /s/ Gary Tighe
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Gary Tighe
Senior Vice President, Finance and Chief
Financial Officer
