<PAGE>
________________________________________________________________________________
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
CHECK THE APPROPRIATE BOX:
[x] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to SS240.14a-11(c) or SS240.14a-12
------------------------
UNIFORCE TEMPORARY PERSONNEL, INC.
(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):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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: .............
________________________________________________________________________________
<PAGE>
PRELIMINARY COPY
UNIFORCE TEMPORARY PERSONNEL, INC.
1335 JERICHO TURNPIKE
NEW HYDE PARK, NEW YORK 11040
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
------------------------
To the Shareholders of Uniforce Temporary Personnel, Inc.
Please take notice that the Annual Meeting of Shareholders of Uniforce
Temporary Personnel, Inc., a New York corporation (the 'Company'), will be held
at The Garden City Hotel, 45 Seventh Street, Garden City, New York 11530, on
Tuesday, June 6, 1995 at 10:00 A.M. for the following purposes:
1. To elect a board of seven directors for a term of one year.
2. To consider and act upon a proposal to approve the Directors' Stock
Option Plan of the Company.
3. To consider and act upon a proposal to amend the Company's
Certificate of Incorporation to change the name of the Company from
'Uniforce Temporary Personnel, Inc.' to 'Uniforce Services, Inc.'
4. To ratify the appointment of KPMG Peat Marwick as independent
auditors for the year ending December 31, 1995.
5. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on April 24, 1995 as
the record date for the purpose of determining the shareholders entitled to
notice of, and to vote at, the meeting.
YOU ARE EARNESTLY REQUESTED, WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE
MEETING, TO MARK, DATE, SIGN AND RETURN PROMPTLY THE ACCOMPANYING PROXY IN THE
ENCLOSED ENVELOPE TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN THE UNITED
STATES.
You may revoke your proxy for any reason at any time prior to the voting
thereof, and if you attend the meeting in person you may withdraw the proxy and
vote your own shares.
By Order of the Board of Directors,
DIANE J. GELLER,
Secretary
New Hyde Park, New York
April 27, 1995
<PAGE>
ANNUAL MEETING OF SHAREHOLDERS
OF
UNIFORCE TEMPORARY PERSONNEL, INC.
- ----------------------------------------------------------
PROXY STATEMENT
- ----------------------------------------------------------
The proxy accompanying this proxy statement (the 'Proxy Statement') is
solicited by the Board of Directors (the 'Board of Directors') of Uniforce
Temporary Personnel, Inc., a New York corporation (the 'Company'), for use at
the Annual Meeting of Shareholders (the 'Annual Meeting') to be held at The
Garden City Hotel, 45 Seventh Street, Garden City, New York 11530, on Tuesday,
June 6, 1995 at 10:00 A.M. and at any adjournment or adjournments thereof. All
proxies in the accompanying form that are properly executed and duly returned
will be voted in accordance with the instructions specified therein. If no
instructions are given, such proxies will be voted in accordance with the
recommendations of the Board of Directors as indicated in this Proxy Statement.
A proxy may be revoked at any time prior to its exercise by written notice to
the Company, by submission of another proxy bearing a later date or by voting in
person at the Annual Meeting. Such revocation will not affect a vote on any
matters taken prior thereto. The mere presence at the Annual Meeting of the
person appointing a proxy will not revoke the appointment. A majority of the
outstanding shares will constitute a quorum at the Annual Meeting. Abstentions
and broker non-votes are counted for purposes of determining the presence or
absence of a quorum for the transaction of business. Abstentions are counted in
tabulations of the vote cast on proposals presented to shareholders, whereas
broker non-votes are not counted for purposes of determining whether a proposal
has been approved.
The approximate date of mailing of this Proxy Statement and the
accompanying proxy to shareholders is April 28, 1995.
VOTING SECURITIES -- RECORD DATE
Only holders of the Company's Common Stock, $.01 par value (the 'Common
Stock'), of record at the close of business on April 24, 1995 will be entitled
to notice of and to vote at the Annual Meeting or at any adjournment or
adjournments thereof. On that date, [ ] shares of Common Stock were
issued and outstanding. Each outstanding share entitles the holder thereof to
one vote.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information at April 24, 1995 as to
the Common Stock beneficially owned by principal shareholders, directors,
executive officers and all directors and executive officers of the Company as a
group.
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME AND ADDRESS OF AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OF CLASS(2)
- ------------------------------------------------------------------- ----------------------- --------------
<S> <C> <C>
John Fanning(3) ................................................... 1,854,260(4) [ ] %
1335 Jericho Turnpike
New Hyde Park, NY 11040
</TABLE>
(table continued on next page)
<PAGE>
(table continued from previous page)
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME AND ADDRESS OF AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OF CLASS(2)
- ------------------------------------------------------------------- ----------------------- --------------
<S> <C> <C>
Melhado, Flynn & Associates Inc.(5) ............................... 707,128(5) [ ] %
530 Fifth Avenue -- 2nd Floor
New York, New York 10036
Combined Capital Management(6) .................................... 411,950(6) [ ] %
614 East High Street
Charlottesville, Virginia 22902
Rosemary Maniscalco................................................ 159,515(7) [ ] %
Gordon Robinett.................................................... 14,000 (8)
Harry V. Maccarrone................................................ 52,450(9) [ ] %
John H. Brinckerhoff III........................................... 1,000 (8)
Daniel Raynor...................................................... 0 --
Joseph A. Driscoll................................................. 1,000 (8)
Diane J. Geller.................................................... 0 --
Directors and executive officers as a group (8 persons)............ 2,082,225(10) [ ] %
</TABLE>
- ------------
(1) Each director and officer exercises sole voting and dispositive power with
respect to the shares beneficially owned by him or her.
(2) Assumes the issuance on April 24, 1995 of the shares of Common Stock
subject to options (exercisable within 60 days after such date) held by
each of Messrs. Fanning and Maccarrone and Ms. Maniscalco and Ms. Geller or
members of the group for purposes of calculating the respective percentages
of Common Stock owned by Messrs. Fanning and Maccarrone and Ms. Maniscalco
and Ms. Geller or by members of the group.
(3) Under the rules and regulations of the Securities and Exchange Commission
(the 'Commission'), Mr. Fanning may be deemed a 'control person' of the
Company.
(4) Includes 89,000 shares of Common Stock deemed to be beneficially owned by
Mr. Fanning by reason of his right to acquire such shares within 60 days
after April 24, 1995 through the exercise of stock options granted to him
pursuant to stock option plans of the Company (collectively, the 'Plans').
(5) Melhado, Flynn & Associates Inc. ('Melhado') is a broker-dealer registered
under the Securities Exchange Act of 1934, as amended (the 'Exchange Act'),
and an investment adviser registered under the Investment Advisers Act of
1940 (the 'Advisers Act'). Melhado exercises shared dispositive power with
respect to the 707,128 shares of Common Stock shown in the table above.
This information is derived from Melhado's Schedule 13G dated December 20,
1988 filed with the Commission.
(6) Combined Capital Management ('Combined') is an investment adviser
registered under the Advisers Act which, together with (i) its proprietors,
William P. Frankenhoff, Roy Van Arsdel Whisnand, Jr. and Benjamin Brewster,
and (ii) Rangeley Partners L.P. ('Rangeley'), a limited
(footnotes continued on next page)
2
<PAGE>
(footnotes continued from previous page)
partnership the general partners of which are Messrs. Frankenhoff, Whisnand
and Brewster, constitute a 'group' for purposes of Section 13(d) of the
Exchange Act. Each of the proprietors of Combined exercises shared voting
and dispositive power with respect to the 205,000 shares of Common Stock
owned by Combined. Mr. Frankenhoff exercises sole voting and dispositive
power with respect to 140,350 shares of Common Stock and shared voting and
dispositive power with respect to 230,000 shares of Common Stock. Mr.
Whisnand exercises sole voting and dispositive power with respect to 3,100
shares of Common Stock and shared voting and dispositive power with respect
to 268,500 shares of Common Stock. Mr. Brewster exercises shared voting and
dispositive power with respect to 261,000 shares of Common Stock. Each of
Messrs. Frankenhoff, Whisnand and Brewster, as the general partners of
Rangeley, exercise shared voting and dispositive power with respect to the
25,000 shares of Common Stock owned thereby.
(7) Includes 103,290 shares of Common Stock deemed to be beneficially owned by
Ms. Maniscalco by reason of her right to acquire such shares within 60 days
after April 24, 1995 through the exercise of stock options granted to her
pursuant to the Plans.
(8) Less than 1% of the number of outstanding shares of Common Stock at April
24, 1995.
(9) Represents 52,450 shares of Common Stock deemed to be beneficially owned by
Mr. Maccarrone by reason of his right to acquire such shares within 60 days
after April 24, 1995 through the exercise of stock options granted to him
pursuant to the Plans.
(10) Includes an aggregate of 244,740 shares of Common Stock deemed to be
beneficially owned by directors and officers of the Company by reason of
their right to acquire such shares within 60 days after April 24, 1995
through the exercise of stock options granted to them pursuant to the
Plans.
ELECTION OF DIRECTORS
At the Annual Meeting, seven directors, constituting the entire Board of
Directors, are to be nominated for election, to serve until the 1996 Annual
Meeting of Shareholders and until their respective successors are duly elected
and qualify. Unless a proxy shall specify that it is not to be voted for the
directors, it is intended that the shares of Common Stock represented by each
duly executed and returned proxy will be voted in favor of the election as
directors of the persons named below.
Each of the persons named below is at present a director of the Company and
was elected at the 1994 Annual Meeting of Shareholders. If any nominee is not a
candidate for election at the meeting, an event which the Board of Directors
does not anticipate, the proxies will be voted for a substitute nominee and for
the others named below.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE
NOMINEES.
3
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL DIRECTOR
NAME AND AGE OCCUPATION(1) SINCE(2)
- ----------------------------------------- ------------------------------------------------------------- --------
<S> <C> <C>
John Fanning (63)........................ Chairman of the Board, President and Chief Executive Officer 1961
of the Company
Rosemary Maniscalco (54)................. Executive Vice President and Chief Operating Officer of the 1983
Company(3)
Harry V. Maccarrone (47)................. Vice President Finance, Chief Financial Officer and Treasurer 1989
of the Company
John H. Brinckerhoff III (66)............ Vice President, Peter Rogen International, corporate 1983
consultants
Gordon Robinett (59)..................... Chief Financial Officer, Treasurer and a Director of Command 1981
Security Corporation, security consultants(4)
Daniel Raynor (35)....................... Managing Partner, The Argentum Group(5) 1991
Joseph A. Driscoll (55).................. Business Consultant/Certified Public Accountant(6) 1992
</TABLE>
- ------------
(1) Except as stated below, the nominees' principal occupations have been their
respective principal occupations for at least five years.
(2) Directors' tenure includes their period of service as directors of the
Company's predecessor.
(3) Ms. Maniscalco became Chief Operating Officer of the Company in June 1992.
(4) Mr. Robinett has been Chief Financial Officer and Treasurer of Command
Security Corporation since May 1990. Mr. Robinett retired as Vice
President -- Finance and Treasurer of the Company effective May 1, 1989.
(5) Mr. Raynor has been a Managing Partner of The Argentum Group, a private
merchant banking firm, since November 1987, and Chairman of the General
Partner of Argentum Capital Partners, L.P., a Small Business Investment
Company (SBIC), since its organization in February 1990.
(6) Mr. Driscoll has been self-employed in such capacities since July 1991. From
1988 until his retirement from such firm, he was a partner of KPMG Peat
Marwick, certified public accountants, and also served as a director thereof
from 1987 to 1990. Prior to 1987, Mr. Driscoll was the managing partner of
the New York office of KMG Main Hurdman, a predecessor of KPMG Peat Marwick.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
During the Company's past fiscal year, the Board of Directors held seven
meetings. Each director receives a fee of $500 for each meeting attended in
person.
The Audit Committee of the Board of Directors is charged with reviewing the
Company's consolidated financial statements and accounting policies, resolving
potential conflicts of interest, receiving and reviewing the recommendations of
the Company's independent auditors, and conferring with the Company's
independent auditors with respect to the training and supervision of internal
accounting personnel and the adequacy of internal accounting controls. Messrs.
Brinckerhoff, Driscoll and Fanning are the members of the Audit Committee.
During 1994, the Audit Committee held two meetings. Messrs Brinckerhoff and
Driscoll attended each meeting and Mr. Fanning attended one of two meetings.
4
<PAGE>
The Compensation Committee of the Board of Directors consists of Messrs.
Fanning, Brinckerhoff and Robinett. The Compensation Committee recommends to the
Board of Directors the compensation for the Company's executive officers and
other key employees. During 1994, the Compensation Committee held one meeting,
and each member of the Committee attended the meeting.
The Company does not presently have a nominating committee, the customary
functions of such committee being performed by the entire Board of Directors.
EXECUTIVE COMPENSATION
The following table sets forth, for the fiscal years indicated, all
compensation awarded to, earned by or paid to the chief executive officer (the
'CEO') of the Company (Mr. John Fanning, Chairman of the Board and President of
the Company) and the other most highly compensated executive officers of the
Company other than the CEO whose salary and bonus exceeded $100,000 (three
individuals) with respect to the fiscal year ended December 31, 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
---------------------------
ANNUAL COMPENSATION SECURITIES
--------------------- UNDERLYING ALL OTHER ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS (#) COMPENSATION COMPENSATION(1)
- ------------------------------- ---- -------- -------- ----------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
John Fanning .................. 1994 $191,668 $119,630(2) -- $2,875(3) $ 2,000
Chairman of the Board and 1993 150,000 -- 40,000 2,250 2,000
President 1992 150,000 -- -- 2,250 2,500
Rosemary Maniscalco ........... 1994 $177,019 $194,353(4) -- $2,655(3) $ 2,000
Executive Vice President and 1993 175,000 30,004(5) 40,000 3,000 2,000
Chief Operating Officer 1992 176,347(6) 37,731(7) 32,500 3,000 2,500
Harry V. Maccarrone ........... 1994 $133,752 $ 25,000(8) -- $2,006(3) $ 2,000
Vice President -- Finance and 1993 125,940 -- 17,625 1,871 2,000
Treasurer 1992 120,627 -- 12,500 1,782 2,500
Diane J. Geller ............... 1994 $114,303 $ 15,000(8) -- $1,715(3) $ 2,000
Secretary 1993 107,423 -- 5,000 1,599 2,000
1992 103,685 -- 5,000 1,538 2,000
</TABLE>
- ------------
(1) Such compensation represents directors fees. Perquisites and other personal
benefits, securities or property to each executive officer did not exceed
the lesser of $50,000 or 10% of such executive officer's annual salary and
bonus.
(2) Such amount represents an incentive bonus of $94,630 and a discretionary
bonus of $25,000.
(3) Such amount represents payments contributed by the Company under a Deferred
Compensation Plan.
(4) Such amount represents additonal compensation of $25,000 based upon the
terms of her employment agreement, an incentive bonus of $19,894, a
discretionary bonus of $25,000 and sales compensation of $124,459. See
' -- Employment Agreements.'
(footnotes continued on next page)
5
<PAGE>
(footnotes continued from previous page)
(5) Represents an incentive bonus of $5,004 in reimbursement of amounts paid by
her during 1993 as interest under the terms of a loan made to her by the
Company and Federal and state liabilities due to the receipt of such
incentive bonus, and additional compensation of $25,000 based upon the
terms of her employment agreement. See ' -- Employment Agreements.'
(6) Includes an additional $1,347 paid to Ms. Maniscalco as compensation for
attending certain conferences.
(7) Represents an incentive bonus of $12,731 in reimbursement of amounts paid
by her during 1992 as interest under the terms of a loan made to her by the
Company and Federal and state tax liabilities due to the receipt of such
incentive bonus and additional compensation of $25,000 based upon the terms
of her employment agreement. See ' -- Employment Agreements.'
(8) Such amount represents a discretionary bonus.
OPTION GRANTS DURING 1994 FISCAL YEAR
No options to purchase Common Stock were granted to the named executive
officers during fiscal 1994. The Company currently does not have any plans
providing for the grant of stock appreciation rights.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
The following table provides information related to options exercised by
executive officers during fiscal 1994 and the number and value of options held
by executive officers at fiscal year end.
<TABLE>
<CAPTION>
COMMON NUMBER OF SECURITIES VALUE OF UNEXERCISED
STOCK UNDERLYING UNEXERCISED IN-THE-MONEY
ACQUIRED ON VALUE OPTIONS AT FY-END (#) OPTIONS AT FY-END ($)(1)
EXERCISE REALIZED ---------------------------- ----------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John Fanning................. -- -- 89,000 29,750 $ 240,688 $ 119,000
Rosemary Maniscalco.......... 8,000 $11,000 126,625 29,750 394,438 119,000
Harry V. Maccarrone.......... -- -- 52,450 2,550 154,488 10,200
Diane J. Geller.............. 19,200 88,053 0 2,550 0 10,200
</TABLE>
- ------------
(1) Based on the closing price of a share of Common Stock on December 30, 1994
of $10.00, as reported on the National Association of Securities Dealers,
Inc. Automated Quotation System ('Nasdaq') National Market.
EMPLOYMENT AGREEMENTS
Under an employment agreement dated as of January 26, 1984, as amended
through April 26, 1994, between the Company and John Fanning, Mr. Fanning is
employed as Chief Executive Officer and President for a term that will expire on
December 31, 1996 and received a base salary of $175,000 through May 31, 1994,
which base salary increased to $200,000 during the period June 1, 1994 through
January 31, 1995 and to $225,000 thereafter. Such agreement also provides for
incentive compensation
6
<PAGE>
equal to 5% of the Company's 'pre-tax operating income' (as defined therein) in
excess of $2,500,000 but not in excess of $3,000,000, plus 3.5% of such income
in excess of $3,000,000.
Under an amended and restated employment agreement dated as of May 1, 1993,
as amended on September 30, 1994, between the Company and Rosemary Maniscalco,
Ms. Maniscalco is employed as Executive Vice President and Chief Operating
Officer for a term that will expire on December 31, 1996 and receives a base
salary of $175,000 per annum and (i) incentive compensation equal to 5% of the
Company's 'pretax operating income' (as defined in such agreement) in excess of
$2,500,000 but not in excess of $3,000,000, plus 1% of such income in excess of
$3,000,000; (ii) the incentive bonus disclosed in footnote (4) to the Summary
Compensation Table and (iii) sales compensation based upon (A) the sales of,
and/or licensing fees actually paid by, licensed offices of the Company acquired
by it or converted to the Uniforce system as a direct result of Ms. Maniscalco's
sales efforts and (B) the gross profit of offices located within the United
States that are acquired by the Company with respect to sales of such offices
derived from sales of the Company's PrO Unlimited product line. In all events,
the aggregate of base salary, incentive compensation and sales compensation in
respect of any one year may not be less than $200,000.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
GENERAL
The Compensation Committee determines the cash and other incentive
compensation, if any, excluding stock options to be paid to the Company's
executive officers and key employees. The Compensation Committee currently
consists of Messrs. Fanning, Robinett and Brinckerhoff. In addition, each of the
Plans is administered by a committee (the 'Stock Option Committee') appointed by
the Board of Directors. The Stock Option Committee currently consists of Messrs.
Robinett, Brinckerhoff and Raynor, each of whom is a non-employee director of
the Company and a 'disinterested director' (within the meaning of Rule 16b-3
under the Exchange Act).
COMPENSATION PHILOSOPHY
The Compensation Committee's executive compensation philosophy is to base
management's pay, in part, on the achievement of the Company's annual and
long-term performance goals, to provide competitive levels of compensation, to
recognize individual initiative, achievement and length of service to the
Company, and to assist the Company in attracting and retaining qualified
management. The Compensation Committee and the Stock Option Committee also
believe that the potential for equity ownership by management is beneficial in
aligning management's and shareholders' interests in the enhancement of
shareholder value. The Company has not established a policy with regard to
Section 162(m) of the Internal Revenue Code of 1986, as amended, because the
Company has not to date paid compensation in excess of $1 million per annum to
any employee.
SALARIES
Base salaries for the Company's executive officers are determined initially
by evaluating the responsibilities of the position held and the experience of
the individual, and by reference to the competitive marketplace for management
talent, including a comparison of base salaries for comparable positions at
comparable companies within the Company's industry. Several of such companies
are in the Company's Peer Group as described under -- 'Common Stock
Performance.' The Company believes that its salaries are comparable to those of
its competitors. Annual salary adjustments are determined by evaluating the
competitive marketplace, the performance of the Company, the performance of the
7
<PAGE>
executive particularly with respect to the ability to manage growth of the
Company, the length of the executive's service to the Company and any increased
responsibilities assumed by the executive. The Company has employment agreements
with each of Mr. Fanning and Ms. Maniscalco, which set the base salary for such
individuals.
ANNUAL BONUSES AND INCENTIVE COMPENSATION
The Company from time to time considers the payment of bonuses and
incentive compensation to its executive officers, although with the exception of
Ms. Maniscalco and Mr. Fanning, no bonus or incentive compensation is currently
provided pursuant to a formal plan or employment agreement. A portion of Ms.
Maniscalco's bonus is determined in accordance with the terms of her employment
agreement. In addition, Ms. Maniscalco is entitled to incentive and sales
compensation in accordance with the terms of her employment agreement. See
' -- Employment Agreements.'
With respect to the Company's executive officers and upper-middle managers,
bonuses are determined annually by the Compensation Committee and are generally
based, first, upon the level of achievement by the Company of its strategic and
operating goals and, second, upon the level of personal achievement by
participants. The achievement of goals by the Company includes, among other
things, the performance of the Company as measured by return on assets. The
achievement of personal goals includes the actual performance of the Company for
which the executive officer or manager has responsibility as compared to the
planned performance thereof, the level of cost savings achieved by such
executive officer or manager, other individual contributions, the ability to
manage and motivate reporting employees and the achievement of assigned
projects. The Company awarded aggregate bonuses to Ms. Maniscalco, Mr.
Maccarrone and Ms. Geller of $25,000, $25,000 and $15,000, respectively.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
Mr. Fanning's base salary in 1994 and increase in base salary in 1995 is
based upon the terms of his employment agreement and the factors described in
the 'Salaries' paragraph above. Mr. Fanning received a base salary of $175,000
during the first five months of 1994, which salary increased to $200,000,
effective June 1, 1994 and to $225,000, effective February 1, 1995. The Company
believes Mr. Fanning's salary is comparable to the salaries of companies
reviewed by the Company. Mr. Fanning received a bonus of $25,000 for fiscal
1994. Bonuses to Mr. Fanning are based upon the factors described in 'Annual
Bonuses and Incentive Compensation.' In addition, Mr. Fanning can receive
incentive compensation in accordance with the terms of his employment agreement.
See ' -- Employment Agreements.'
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
John Fanning, the Company's Chairman of the Board, President and Chief
Executive Officer and Gordon Robinett, the former Vice President -- Finance and
Treasurer of the Company until 1989, participated in deliberations of the
Company's Compensation Committee concerning executive officer compensation.
<TABLE>
<S> <C>
Compensation Committee: John Fanning
Gordon Robinett
John H. Brinckerhoff III
</TABLE>
8
<PAGE>
COMMON STOCK PERFORMANCE
The following graph compares the total cumulative return (assuming
dividends are reinvested) on the Company's Common Stock during the five fiscal
years ended December 31, 1994 with the cumulative return on the Nasdaq Market
Index and a Peer Group Index. The Peer Group selected by the Company consists of
Adia Services, Inc., Butler International Inc., Kelly Services, Inc., Staff
Builders Inc., Volt Information Sciences, Inc. and the Company.
[PERFORMANCE GRAPH]
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
OF COMPANY, PEER GROUP AND BROAD MARKET
<TABLE>
<CAPTION>
FISCAL YEAR ENDING
-----------------------------------------------------
COMPANY 1989 1990 1991 1992 1993 1994
- ----------------------------------------------------------- ---- ----- ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Uniforce Temp Personnel.................................... 100 74.36 58.76 54.57 58.85 88.34
Peer Group................................................. 100 82.35 79.33 105.67 97.94 114.34
Broad Market............................................... 100 81.12 104.14 105.16 126.14 132.44
</TABLE>
APPROVAL OF DIRECTORS' STOCK OPTION PLAN
GENERAL
The Board of Directors has unanimously approved for submission to a vote of
the shareholders a proposal to approve the Directors' Stock Option Plan of the
Company (the 'Directors' Plan') as set forth in Appendix A to this Proxy
Statement. This discussion is qualified in its entirety by reference to Appendix
A. The purpose of the Directors' Plan is to secure for the Company and its
shareholders the benefits arising from stock ownership by its Directors. The
Directors' Plan will provide a means whereby such Directors may purchase shares
of Common Stock pursuant to options granted in accordance with the Directors'
Plan. Any Director of the Company who is not a full or part-time employee
thereof shall be eligible to participate in the Directors' Plan (each an
'Eligible Director').
9
<PAGE>
ADMINISTRATION OF THE DIRECTORS' PLAN
The Directors' Plan is administered by the Board of Directors, which shall
have full and complete authority to adopt such rules and regulations and to make
all such other determinations not inconsistent with the Directors' Plan as may
be necessary for the administration thereof.
The Board of Directors is authorized to amend, suspend or terminate the
Directors' Plan, except that it is not authorized without shareholder approval
(except with regard to adjustments resulting from changes in capitalization) to
(i) increase the maximum number of shares that may be issued pursuant to the
exercise of options granted under the Directors' Plan; (ii) change the minimum
price per share at which an option may be exercised pursuant to the Directors'
Plan; (iii) increase the maximum term of any option granted under the Directors'
Plan; or (iv) permit the granting of options to anyone other than as provided in
the Directors' Plan.
Unless the Directors' Plan is terminated earlier by the Board of Directors,
it will terminate on December 13, 2004.
COMMON STOCK SUBJECT TO THE DIRECTORS' PLAN
The shares of Common Stock to be issued under the Directors' Plan may be
either authorized but unissued shares or reacquired shares. The number of shares
of Common Stock available under the Directors' Plan will be subject to
adjustment to prevent dilution in the event of a stock split, combination of
shares, stock dividend or certain other events. If an option granted under the
Directors' Plan, or any portion thereof, shall expire or terminate for any
reason without having been exercised in full, the unpurchased shares of Common
Stock covered by such option shall be available for future grants of options.
The Directors' Plan, as proposed, would authorize the issuance of a maximum
of 100,000 shares of Common Stock, subject to adjustment, pursuant to the
exercise of options granted thereunder. As of the date hereof, options to
purchase an aggregate of 20,000 shares of Common Stock, each at an exercise
price of $11.50 per share, have been granted pursuant to the Directors' Plan,
will be fully vested on January 1, 1996 and are held by Directors of the
Company, as follows:
<TABLE>
<S> <C>
John H. Brinckerhoff III.................................................... 5,000
Gordon Robinett............................................................. 5,000
Daniel Raynor............................................................... 5,000
Joseph A. Driscoll.......................................................... 5,000
</TABLE>
All of the foregoing grants of options are subject to shareholder approval
of the Directors' Plan.
GRANT OF OPTIONS
Subject to shareholder approval, each Eligible Director shall receive the
grant of an option to purchase 5,000 shares of Common Stock on the date such
Eligible Director is first elected as a member of the Board of Directors. In the
case of an incumbent Eligible Director, such initial grant of an option was
effective as of December 13, 1994, subject to shareholder approval. To the
extent that shares of Common Stock remain available for the grant of options
under the Directors' Plan, on January 1st of each year commencing January 1,
1996, each Eligible Director shall be granted an option to purchase 1,000 shares
of Common Stock.
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<PAGE>
VESTING OF OPTIONS
Options granted under the Directors' Plan are exercisable at such time or
times and subject to such terms and conditions as shall be determined by the
Board of Directors at grant; provided, however, that in the case of an Eligible
Director's death or Permanent Disability (as defined in the Directors' Plan),
the options held thereby will become immediately exercisable, unless a longer
vesting period is otherwise determined by the Board of Directors at grant. The
Board of Directors may waive any installment exercise provision at any time in
whole or in part based on performance and/or such other factors as the Board of
Directors may determine in its sole discretion; provided, however, that no
option shall be exercisable until shareholder approval of the Directors' Plan
shall have been obtained.
OPTION PRICE
The exercise price of each option is the Fair Market Value (as hereinafter
defined) for each share of Common Stock subject to an option. Fair Market Value
means the closing sales price of the Common Stock as quoted on Nasdaq on the
date of grant of any option or on the preceding date on which the Common Stock
is traded if no shares were traded on the date of grant. If the Common Stock is
not quoted on Nasdaq, Fair Market Value shall be deemed to be the average of the
high bid and asked prices of the Common Stock in the over-the-counter market on
the date of grant, or the next preceding date on which the last prices were
recorded by the National Quotation Bureau.
TERMS OF OPTIONS
The term of each option shall be 10 years from the date of grant, subject
to early termination by the Board of Directors. The Directors' Plan also
provides for the earlier termination of options in the event a Director's
membership on the Board of Directors terminates.
TRANSFERABILITY; TERMINATION OF DIRECTORSHIP
All options granted under the Directors' Plan are non-transferable and
non-assignable except by will or by the laws of decent and distribution and may
be exercised during an Eligible Director's lifetime only by such Eligible
Director, his guardian or legal representative. If an Eligible Director's
membership on the Board of Directors terminates for any reason other than cause,
including death of such Eligible Director, an option held on the date of
termination may be exercised in whole or in part at any time within one year
after the date of such termination (but in no event after the term of such
option expires) and shall thereafter terminate. If an Eligible Director's
membership on the Board of Directors is terminated for cause, which
determination shall be made by the Board of Directors, options held by such
Eligible Director shall terminate concurrently with termination of membership.
REGISTRATION OF SHARES
The Company has filed a registration statement under the Securities Act of
1933, as amended, with respect to the Common Stock issuable pursuant to the
Directors' Plan subsequent to the approval by the Company's shareholders.
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<PAGE>
REQUIRED VOTE
The affirmative vote of the holders of a majority of the shares of Common
Stock present, in person or by proxy, is required for approval of the Directors'
Plan.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE
DIRECTORS' PLAN. BROKER NON-VOTES AND PROXIES MARKED 'ABSTAIN' WITH RESPECT TO
THIS PROPOSAL WILL BE COUNTED TOWARDS A QUORUM. ABSTENTIONS WILL BE COUNTED AS A
VOTE AGAINST THIS PROPOSAL AND BROKER NON-VOTES WILL NOT BE COUNTED FOR PURPOSES
OF DETERMINING WHETHER THIS PROPOSAL HAS BEEN APPROVED.
APPROVAL OF THE PROPOSED AMENDMENT TO THE COMPANY'S
CERTIFICATE OF INCORPORATION TO CHANGE THE NAME OF
THE COMPANY FROM 'UNIFORCE TEMPORARY PERSONNEL, INC.'
TO 'UNIFORCE SERVICES, INC.'
The Board of Directors has approved an amendment to Article 1 of the
Company's Certificate of Incorporation to change the name of the Company from
'Uniforce Temporary Personnel, Inc.' to 'Uniforce Services, Inc.' During the
past two years, much of the growth in the Company's revenue has been
attributable to the provision of services additional to those that had
previously been offered. The Board of Directors has therefore recommended the
change of the Company's name because it believes that the new name better
reflects the range of services presently provided by the Company.
The Board of Directors recommends that shareholders consider and approve a
proposal to amend Article 1 of the Certificate of Incorporation. The text of the
proposed amendment is as follows:
'1. The name of the Corporation is UNIFORCE SERVICES, INC. and the
name under which it was formed was `UTPI Corp.' '
If the proposed amendment is approved, a Certificate of Amendment amending
the Certificate of Incorporation will be filed with the office of the Secretary
of State of the State of New York as promptly as practicable thereafter and the
name change would become effective on the date of such filing.
REQUIRED VOTE
The affirmative vote of the holders of a majority of all outstanding shares
of Common Stock entitled to vote at a meeting of shareholders, in person or by
proxy, is required for approval of the proposed amendment to the Company's
Certificate of Incorporation.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ADOPTION OF THE
PROPOSED AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION. BROKER
NON-VOTES AND PROXIES MARKED 'ABSTAIN' WITH RESPECT TO THIS PROPOSAL WILL BE
COUNTED TOWARDS A QUORUM. ABSTENTIONS WILL BE COUNTED AS A VOTE AGAINST THIS
PROPOSAL AND BROKER NON-VOTES WILL NOT BE COUNTED FOR PURPOSES OF DETERMINING
WHETHER THIS PROPOSAL HAS BEEN APPROVED.
12
<PAGE>
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
It is proposed that the shareholders ratify the appointment by the Board of
Directors of KPMG Peat Marwick as independent auditors of the Company for the
year ending December 31, 1995. KPMG Peat Marwick has advised the Company that a
representative will be present at the Annual Meeting at which time he will
respond to appropriate questions submitted by shareholders and will make such
statements as he may desire.
Approval by the shareholders of the appointment of independent auditors is
not required, but the Board of Directors deems it desirable to submit this
matter to the shareholders. If a majority of the shareholders voting at the
meeting should not approve the selection of KPMG Peat Marwick, the selection of
independent auditors will be reconsidered by the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RATIFICA-TION OF
THE APPOINTMENT OF KPMG PEAT MARWICK AS INDEPENDENT AUDITORS OF THE COMPANY.
BROKER NON-VOTES AND PROXY CARDS MARKED 'ABSTAIN' WITH RESPECT TO THIS PROPOSAL
WILL BE COUNTED TOWARDS A QUORUM. ABSTENTIONS WILL BE COUNTED AS A VOTE AGAINST
THIS PROPOSAL AND BROKER NON-VOTES WILL NOT BE COUNTED FOR PURPOSES OF
DETERMINING WHETHER THIS PROPOSAL HAS BEEN APPROVED.
GENERAL
The solicitation of proxies in the accompanying form is made by the Board
of Directors and the cost thereof will be borne by the Company. In addition to
the solicitation of proxies by use of the mails, some of the officers, directors
and other employees of the Company may also solicit proxies personally or by
mail, telephone or telegraph, but they will not receive additional compensation
for such services. Brokerage firms, custodians, banks, trustees, nominees or
other fiduciaries holding shares of Common Stock in their names will be
requested by the Company to forward proxy materials to their principals and will
be reimbursed for their reasonable out-of-pocket expenses in such connection.
As of the date of this Proxy Statement, the Board of Directors is not aware
of any other matters to be presented for action, but if any other matters
properly come before the meeting, it is intended that the persons voting the
accompanying proxy will vote the shares represented thereby in accordance with
their best judgment.
It is important that proxies be returned promptly. Therefore, whether or
not you plan to attend the meeting in person, you are urged to mark, date,
execute and return your proxy in the enclosed envelope, to which no postage need
be affixed if mailed in the United States.
13
<PAGE>
SHAREHOLDER PROPOSALS
Shareholder proposals in respect of matters to be acted upon at the
Company's 1996 Annual Meeting of Shareholders should be received by the Company
on or before December 22, 1995 in order that they may be considered for
inclusion in the Company's proxy materials.
By Order of the Board of Directors,
DIANE J. GELLER,
Secretary
Dated: April 27, 1995
14
<PAGE>
APPENDIX A
DIRECTORS' STOCK OPTION PLAN
UNIFORCE TEMPORARY PERSONNEL, INC.
DIRECTORS' STOCK OPTION PLAN
ARTICLE I
PURPOSE
The purpose of Uniforce Temporary Personnel, Inc. Directors' Stock
Option Plan (the "Plan") is to secure for Uniforce Temporary Personnel, Inc. and
its shareholders the benefits arising from stock ownership by its Directors. The
Plan will provide a means whereby such Directors may purchase shares of the
common stock, $.01 par value, of Uniforce Temporary Personnel, Inc. pursuant to
options granted in accordance with the Plan.
ARTICLE II
DEFINITIONS
The following capitalized terms used in the Plan shall have the
respective meanings set forth in this Article:
2.1 "Board" shall mean the Board of Directors of Uniforce Temporary
Personnel, Inc.
2.2 "Code" shall mean the Internal Revenue Code of 1986, as amended.
2.3 "Company" shall mean Uniforce Temporary Personnel, Inc. and any of
its Subsidiaries.
2.4 "Director" shall mean any person who is a member of the Board of
Directors of the Company.
2.5 "Eligible Director" shall be any Director who is not a full or
part-time Employee of the Company.
2.6 "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
2.7 "Exercise Price" shall mean the price per Share at which an Option
may be exercised.
2.8 "Fair Market Value" shall mean the closing sales price of a Share
as quoted on NASDAQ on the Grant Date or on the preceding date on which such
Shares are traded if no Shares were traded on such Grant Date. If the Shares are
not quoted on NASDAQ, Fair Market Value shall be deemed to be the average of the
high bid
<PAGE>
and asked prices of the Shares in the over-the-counter market on the Grant Date,
or the next preceding date on which the last prices were recorded, as reported
by the National Quotation Bureau.
2.9 "Grant Date" shall mean the Initial Grant Date and any Subsequent
Grant Date.
2.10 "Initial Grant Date" shall mean with respect to each Eligible
Director the date such Eligible Director is first elected as a member of the
Board, or if an Eligible Director is a member of the Board the date the Board
approved the Plan (December 13, 1994).
2.11 "NASDAQ" shall mean the National Association of Securities Dealers
Automated Quotation System.
2.12 "Option" shall mean an Option to purchase Shares granted pursuant
to the Plan.
2.13 "Option Agreement" shall mean the written agreement described in
Article VI herein.
2.14 "Permanent Disability" shall mean the condition of an Eligible
Director who is unable to participate as a member of the Board by reason of any
medically determined physical or mental impairment that can be expected to
result in death or which can be expected to last for a continuous period of not
less than 12 months.
2.15 "Purchase Price" shall be the Exercise Price multiplied by the
number of whole Shares with respect to which an Option may be exercised.
2.16 "Securities Act" shall mean the Securities Act of 1933, as
amended.
2.17 "Shares" shall mean shares of common stock, $.01 par value, of the
Company.
2.18 "Subsequent Grant Date" shall mean any Grant Date other than the
Initial Grant Date.
2.19 "Subsidiaries" shall have the meaning provided in Section 425(f)
of the Code.
ARTICLE III
ADMINISTRATION
3.1 GENERAL. This Plan shall be administered by the Board in accordance
with the express provisions of this Plan.
2
<PAGE>
3.2 POWERS OF THE BOARD. The Board shall have full and complete
authority to adopt such rules and regulations and to make all such other
determinations not inconsistent with the Plan as may be necessary for the
administration of the Plan.
ARTICLE IV
SHARES SUBJECT TO PLAN
Subject to adjustment in accordance with Article IX, an aggregate of
100,000 Shares is reserved for issuance under this Plan. Shares sold under this
Plan may be either authorized but unissued Shares or reacquired Shares. If an
Option, or any portion thereof, shall expire or terminate for any reason without
having been exercised in full, the unpurchased Shares covered by such Option
shall be available for future grants of Options.
ARTICLE V
GRANTS
5.1 INITIAL GRANTS. On the Initial Grant Date, each Eligible Director
shall receive the grant of an option to purchase 5,000 Shares. If an Eligible
Director was granted an option as of the date the Board approved the Plan, then
such grant is subject to shareholder approval of the Plan.
5.2 SUBSEQUENT GRANTS. To the extent that Shares remain available for
the grant of Options under the Plan, on January 1 of each year commencing
January 1, 1996, each Eligible Director shall be granted an Option to purchase
1,000 Shares.
5.3 ADJUSTMENT OF GRANTS. The number of Shares set forth in Section 5.1
and 5.2 as to which Options shall be granted shall be subject to adjustment as
provided in Section 9.1 hereof.
5.4 COMPLIANCE WITH RULE 16B-3. The terms for the grant of Options to
an Eligible Director may only be changed if permitted under Rule 16b-3 under the
Exchange Act and, accordingly, the formula for the grant of Options may not be
changed or otherwise modified more than once in any six month period, other than
to comport with changes in the Code, the Employee Retirement Income Security
Act, or the rules and regulations thereunder.
3
<PAGE>
ARTICLE VI
TERMS OF OPTION
Each Option shall be evidenced by a written Option Agreement executed
by the Company and the Eligible Director which shall specify the Grant Date, the
number of Shares subject to the Option, the Exercise Price and shall also
include or incorporate by reference the substance of all of the following
provisions and such other provisions consistent with this Plan as the Board may
determine.
6.1 TERM. The term of each Option shall be 10 years from the Grant Date
thereof, subject to earlier termination in accordance with Articles VI and X.
6.2 RESTRICTION ON EXERCISE. Options shall be exercisable at such time
or times and subject to such terms and conditions as shall be determined by the
Board at grant, provided, however, that in the case of the Eligible Director's
death or Permanent Disability, the Options held by him will become immediately
exercisable, unless a longer vesting period is otherwise determined by the Board
at grant. The Board may waive any installment exercise provision at any time in
whole or in part based on performance and/or such other factors as the Board may
determine in its sole discretion, provided, however, that no Option shall be
exercisable until more than six months have elapsed from the Grant Date and;
provided, further that no Option will be exercisable until shareholder approval
of the Plan shall have been obtained.
6.3 EXERCISE PRICE. The Exercise Price for each Share subject to an
Option shall be the Fair Market Value of the Share as determined in Section 2.8
herein.
6.4 MANNER OF EXERCISE. An Option shall be exercised in accordance with
its terms, by delivery of a written notice of exercise to the Company and
payment of the full purchase price of the Shares being purchased. An Eligible
Director may exercise an Option with respect to all or less than all of the
Shares for which the Option may then be exercised, but a Director must exercise
the Option in full Shares.
6.5 PAYMENT. The Purchase Price of Shares purchased pursuant to an
Option or portion thereof, may be paid:
(a) in United States Dollars, in cash or by check, bank draft or
money order payable to the Company;
(b) at the discretion of the Board by delivery of Shares already
owned by an Eligible Director with an aggregate Fair Market Value on the date of
exercise equal to the Purchase Price,
4
<PAGE>
subject to the provisions of Section 16(b) of the Exchange Act; and
(c) through the written election of the Eligible Director to have
Shares withheld by the Company from the Shares otherwise to be received with
such withheld Shares having an aggregate Fair Market Value on the date of
exercise equal to the Purchase Price.
6.6 TRANSFERABILITY. No Option shall be transferable otherwise than by
will or the laws of descent and distribution, and an Option shall be exercisable
during the Eligible Director's lifetime only by the Eligible Director, his
guardian or legal representative.
6.7 TERMINATION OF MEMBERSHIP ON THE BOARD. If an Eligible Director's
membership on the Board terminates for any reason other than cause, including
the death of an Eligible Director, an Option held on the date of termination may
be exercised in whole or in part at any time within one (1) year after the date
of such termination (but in no event after the term of the Option expires) and
shall thereafter terminate. If an Eligible Director's membership on the Board is
terminated for cause, which determination shall be made by the Board, Options
held by him shall terminate concurrently with termination of membership.
ARTICLE VII
GOVERNMENT AND OTHER REGULATIONS
7.1 DELIVERY OF SHARES. The obligation of the Company to issue or
transfer and deliver Shares for exercised Options under the Plan shall be
subject to all applicable laws, regulations, rules, orders and approvals which
shall then be in effect.
7.2 HOLDING OF STOCK AFTER EXERCISE OF OPTION. The Option Agreement
shall provide that the Eligible Director, by accepting such Option, represents
and agrees, for the Eligible Director and his permitted transferees hereunder
that none of the Shares purchased upon exercise of the Option shall be acquired
with a view to any sale, transfer or distribution of the Shares in violation of
the Securities Act and the person exercising an Option shall furnish evidence
satisfactory to that Company to that effect, including an indemnification of the
Company in the event of any violation of the Act by such person. Notwithstanding
the foregoing, the Company in its sole discretion may register under the Act the
Shares issuable upon exercise of the Options under the Plan.
5
<PAGE>
ARTICLE VIII
WITHHOLDING TAX
The Company may in its discretion, require an Eligible Director to pay
to the Company, at the time of exercise of an Option an amount that the Company
deems necessary to satisfy its obligations to withhold federal, state or local
income or other taxes (which for purposes of this Article includes an Eligible
Director's FICA obligation) incurred by reason of such exercise. When the
exercise of an Option does not give rise to the obligation to withhold federal
income taxes on the date of exercise, the Company may, in its discretion,
require an Eligible Director to place Shares purchased under the Option in
escrow for the benefit of the Company until such time as federal income tax
withholding is required on amounts included in the Eligible Director's gross
income as a result of the exercise of an Option. At such time, the Company, in
its discretion, may require an Eligible Director to pay to the Company an amount
that the Company deems necessary to satisfy its obligation to withhold federal,
state or local taxes incurred by reason of the exercise of the Option, in which
case the Shares will be released from escrow upon such payment by an Eligible
Director.
ARTICLE IX
ADJUSTMENTS
9.1 PROPORTIONATE ADJUSTMENTS. If the outstanding Shares are increased,
decreased, changed into or exchanged into a different number or kind of Shares
or securities of the Company through reorganization, recapitalization,
reclassification, stock dividend, stock split, reverse stock split or other
similar transaction, an appropriate and proportionate adjustment shall be made
to the maximum number and kind of Shares as to which Options may be granted
under this Plan. A corresponding adjustment changing the number or kind of
Shares allocated to unexercised Options or portions thereof, which shall have
been granted prior to any such change, shall likewise be made. Any such
adjustment in the outstanding Options shall be made without change in the
Purchase Price applicable to the unexercised portion of the Option with a
corresponding adjustment in the Exercise Price of the Shares covered by the
Option. Notwithstanding the foregoing, there shall be no adjustment for the
issuance of Shares on conversion of notes, preferred stock or exercise of
warrants or Shares issued by the Board for such consideration as the Board deems
appropriate.
9.2 DISSOLUTION OR LIQUIDATION. Upon the dissolution or liquidation of
the Company, or upon a reorganization, merger or consolidation of the Company
with one or more corporations as a result of which the Company is not the
surviving corporation, or
6
<PAGE>
upon a sale of substantially all of the property or more than 80% of the then
outstanding Shares of the Company to another corporation, the Company shall give
to each Eligible Director at the time of adoption of the plan for liquidation,
dissolution, merger or sale either (1) a reasonable time thereafter within which
to exercise the Option prior to the effective date of such liquidation or
dissolution, merger or sale, or (2) the right to exercise the Option as to an
equivalent number of Shares of stock of the corporation succeeding the Company
or acquiring its business by reason of such liquidation, dissolution, merger,
consolidation or reorganization.
ARTICLE X
AMENDMENT OR TERMINATION OF PLAN
10.1 AMENDMENTS. The Board may at any time amend or revise the terms of
the Plan, provided no such amendment or revision shall, unless appropriate
shareholder approval of such amendment or revision is obtained:
(a) increase the maximum number of Shares which may be sold
pursuant to Options granted under the Plan, except as permitted under the
provisions of Article IX;
(b) change the minimum Exercise Price set forth in Article VI;
(c) increase the maximum term of Options provided for in Article
VI; or
(d) permit the granting of Options to anyone other than as
provided in Article V.
10.2 TERMINATION. The Board at any time may suspend or terminate this
Plan. This Plan, unless sooner terminated, shall terminate on the tenth (10th)
anniversary of its adoption by the Board. Termination of the Plan shall not
affect Options previously granted thereunder. No Option may be granted under
this Plan while this Plan is suspended or after it is terminated.
10.3 CONSENT OF HOLDER. No amendment, suspension or termination of the
Plan shall, without the consent of the holder of Options, alter or impair any
rights or obligations under any Option theretofore granted under the Plan.
7
<PAGE>
ARTICLE XI
MISCELLANEOUS PROVISIONS
11.1 PRIVILEGE OF STOCK OWNERSHIP. No Eligible Director entitled to
exercise any Option granted under the Plan shall have any of the rights or
privileges of a shareholder of the Company with respect to any Shares issuable
upon exercise of an Option until certificates representing the Shares shall have
been issued and delivered.
11.2 PLAN EXPENSES. Any expenses incurred in the administration of the
Plan shall be borne by the Company.
11.3 USE OF PROCEEDS. Payments received from an Eligible Director upon
the exercise of Options shall be used for general corporate purposes of the
Company.
11.4 GOVERNING LAW. The Plan has been adopted under the laws of the
State of New York. The Plan and all Options which may be granted hereunder and
all matters related thereto, shall be governed by and construed and enforceable
in accordance with the laws of the State of New York as it then exists.
ARTICLE XII
SHAREHOLDER APPROVAL
This Plan is subject to approval, at a duly held shareholders' meeting
within 12 months after the date the Board approves this Plan, by the affirmative
vote of holders of a majority of the voting Shares of the Company represented in
person or by proxy and entitled to vote at the meeting. Options may be granted,
but not exercised, before such shareholder approval is obtained. If the
shareholders fail to approve the Plan within the required time period, any
Options granted under this Plan shall be void, and no additional Options may
thereafter be granted.
8
<PAGE>
APPENDIX 2
PROXY CARD
UNIFORCE TEMPORARY PERSONNEL, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE
ANNUAL MEETING OF SHAREHOLDERS
JUNE 6, 1995
KNOW ALL MEN BY THESE PRESENTS, that the undersigned shareholder of
UNIFORCE TEMPORARY PERSONNEL, INC. (the 'Company') does hereby constitute and
appoint JOHN FANNING, ROSEMARY MANISCALCO and HARRY V. MACCARRONE or any of them
(each with full power of substitution of another for himself) as attorneys,
agents and proxies, for and in the name, place and stead of the undersigned, and
with all the powers the undersigned would possess if personally present, to vote
as instructed below all of the shares of Common Stock of the Company that the
undersigned is entitled to vote at the Annual Meeting of Shareholders of the
Company to be held on Tuesday, June 6, 1995 at 10:00 A.M. local time at The
Garden City Hotel, 45 Seventh Street, Garden City, New York, and at any
adjournment or adjournments thereof, all as set forth in the Notice of Meeting
and Proxy Statement.
(See reverse side)
<PAGE>
COMMON
[x] Please mark your votes as this
(1) Election of a board of seven directors.
[ ] FOR all nominees listed to the right (except as marked to the contrary)
[ ] WITHHOLD AUTHORITY
to vote for nominees listed to the right
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name in the list below):
J.H. Brinckerhoff III, J. A. Driscoll, J. Fanning, H.V. Maccarrone, R.
Maniscalco, D. Raynor, G. Robinett.
(2) Approval of the Directors' Stock Option Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) Approval of the amendment to the Company's Certificate of Incorporation.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(4) Ratification of the appointment of KPMG Peat Marwick as independent auditors
for the year ending December 31, 1995.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(5) In their discretion, the Proxies are authorized to vote upon such other and
further business as may properly come before the meeting.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
INSTRUCTIONS GIVEN. IF NO SUCH INSTRUCTIONS ARE GIVEN, THE SHARES REPRESENTED BY
THE PROXY WILL BE VOTED IN FAVOR OF ELECTION OF THE NOMINEES FOR DIRECTORS
DESIGNATED BY THE BOARD OF DIRECTORS AND FOR ITEMS 2, 3 AND 4.
Signature -----------------------------------Date-----------------------
Note: Please sign exactly as your name or names appear hereon, and when signing
as attorney, executor, administrator, trustee or guardian, give your full title
as such. If signatory is a corporation, sign the full corporate name by duly
authorized officer. If shares are held jointly, each shareholder named should
sign.
