Filed pursuant to
Rule 424(b)(3)
Registration
Nos. 33-58449 and
333-29009
265,635 COMMON SHARES
UNIFORCE SERVICES, INC.
Common Stock (par value $.01 per share)
This Prospectus relates to the reoffer and resale of shares (the
"Shares") of the Common Stock, $.01 par value (the "Common Stock"), of Uniforce
Services, Inc. (the "Company") underlying options which have been granted to
"affiliates" (the "Future Selling Shareholders") of the Company as defined in
Rule 405 of the Securities Act of 1933, as amended (the "Securities Act") under
(i) the Company's 1991 Stock Option Plan (the "1991 Plan"), (ii) the Company's
Directors' Stock Option Plan (the "Directors' Plan" and together with the 1991
Plan, the "Plans") and (iii) stock option agreements, dated February 21, 1996,
by and between the Company and each of Harry V. Maccarrone and Rosemary
Maniscalco (the "Option Agreements"). If and when further options are granted to
affiliates of the Company under the Plans, the Company intends to distribute a
Prospectus Supplement as required by Rule 424(b) of the Securities Act. Such
Prospectus Supplement will specify the names of the Future Selling Shareholders
and the amount of Shares to be reoffered and resold.
The offer and sale of the Shares to the Future Selling Shareholders
were previously registered under the Securities Act. The Shares are being
reoffered and resold for the account of the Future Selling Shareholders and the
Future Selling Shareholders and the Company will not receive any of the proceeds
from the resale of the Shares.
The Future Selling Shareholders have advised the Company that the
resale of their Shares may be effected from time to time in one or more
transactions on the American Stock Exchange (the "AMEX"), in negotiated
transactions or otherwise at market prices prevailing at the time of the sale or
at prices otherwise negotiated. See "Plan of Distribution." The Company will
bear all expenses in connection with the preparation of this Prospectus.
The Common Stock of the Company is traded on the AMEX under the symbol
"UFR." On August 4, 1997, the last sale price for the Common Stock on the AMEX
was $22.75.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is August 5, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549; Northwestern Atrium Center, Suite 1400,
500 West Madison Street, Chicago, Illinois 60661; and Seven World Trade Center,
13th Floor, New York, New York 10048. Copies of such material can be obtained
from the Public Reference Section of the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Such material
may also be accessed electronically by means of the Commission's home page on
the Internet at http://www.sec.gov. The Common Stock is listed on the AMEX and
such reports and other information may also be inspected at the offices of the
AMEX, 86 Trinity Place, New York, New York 10006.
TABLE OF CONTENTS
AVAILABLE INFORMATION..................................................... 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE........................... 3
GENERAL INFORMATION....................................................... 4
USE OF PROCEEDS........................................................... 4
FUTURE SELLING SHAREHOLDERS............................................... 4
PLAN OF DISTRIBUTION...................................................... 5
LEGAL MATTERS............................................................. 5
EXPERTS................................................................... 5
ADDITIONAL INFORMATION.................................................... 5
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December
31, 1996 and the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997 are incorporated by reference in this Prospectus and shall be
deemed to be a part hereof. All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
termination of this offering, are deemed to be incorporated by reference in this
Prospectus and shall be deemed to be a part hereof from the date of filing of
such documents.
The Company's Application for Registration of its Common Stock under
Section 12(b) of the Exchange Act filed on June 25, 1997 is incorporated by
reference in this Prospectus and shall be deemed to be a part hereof.
The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the documents referred to
above which have been or may be incorporated in this Prospectus by reference,
other than exhibits to such documents. Written requests for such copies should
be directed to Uniforce Services, Inc. at 415 Crossways Park Drive, Woodbury,
New York 11797, Attention: Diane J. Geller, Secretary. Oral requests should be
directed to such officer (telephone number (516) 437-3300).
----------------
No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or any Future Selling Shareholder. This Prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy, the
securities offered hereby to any person in any state or other jurisdiction in
which such offer or solicitation is unlawful. The delivery of this Prospectus at
any time does not imply that information contained herein is correct as of any
time subsequent to its date.
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<PAGE>
GENERAL INFORMATION
The Company is a niche supplemental staffing company focused
in the areas of Information Services, technology, office automation, medical
office support and light industrial. It provides supplemental staffing services
to businesses, educational institutions, professional and service organizations,
healthcare facilities, federal, state and local governmental agencies and others
in the United States. In addition, the Company supplies payroll, billing and/or
financial support services to independently owned and operated supplemental
staffing firms, provides supplemental laboratory staffing support to the
scientific community and provides confidential consulting and payrolling
services, permitting clients to utilize former 1099 independent contractors and
consultants.
The Company assists clients in meeting peak workloads,
handling special projects, overcoming personnel shortages and solving staffing
emergencies by supplying them with a supplemental work force. Supplemental
staffing assignments range in duration from days and weeks to many months.
Planned use of supplemental staffing affords economies and flexibility to
clients by permitting the hiring of only such permanent employees as are
required for the basic day-to-day workload. As clients pay only for actual hours
worked by supplemental staff, the cost of such personnel is directly related to
production and work flow. Use of services provided by the Company on a routine
basis also eliminates or reduces clients' recordkeeping, payroll tax, insurance,
benefits, hiring, training and turnover costs.
The Company's principal executive offices are located at 415 Crossways
Park Drive, Woodbury, New York 11797. The Company's telephone number at such
location is (516) 437-3300.
The Shares offered hereby were or will be purchased by the Future
Selling Shareholders upon exercise of options granted to them and will be sold
for the account of the Future Selling Shareholders.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the reoffer and
resale of the Shares by the Future Selling Shareholders.
FUTURE SELLING SHAREHOLDERS
This Prospectus relates to the reoffer and resale of Shares issued or
that may be issued to the Future Selling Shareholders upon the exercise of
outstanding stock options under the Plans and Option Agreements.
The following table sets forth (i) the number of shares of Common Stock
owned by each Future Selling Shareholder at July 1, 1997, (ii) the number of
Shares to be offered for resale by each Future Selling Shareholder and (iii) the
number and percentage of shares of Common Stock to be held by each Future
Selling Shareholder after completion of the offering.
<TABLE>
<CAPTION>
Number of shares of
Common Stock/
Number of shares of Number of Percentage of Class to
Common Stock Shares to be be Owned After
Beneficially Owned at Offered for Completion of the
Name July 1, 1997(1) Resale Offering
- ---------------------------------------- ------------------------ ----------------- ------------------------
<S> <C> <C> <C>
John Fanning............................... 1,854,180(2) 61,000(3) 1,823,930/59.8%
Harry V. Maccarrone........................ 42,752(4) 39,184(5) 18,684/*
Rosemary Maniscalco........................ 72,451(6) 137,901 0
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Diane Geller............................... 0 3,550 0/0
John Brinckerhoff.......................... 7,108(7) 8,000 108/*
Joseph Driscoll............................ 8,000(7) 8,000 1,000/*
Gordon Robinett............................ 9,000(7) 8,000 2,000/*
</TABLE>
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* Less than 1%.
(1) Includes the shares of Common Stock subject to options (exercisable
within 60 days after July 1, 1997) held by each of the named
individuals for purposes of calculating the respective percentages of
Common Stock owned by such individuals or by the directors and
executive officers as a group.
(2) Includes 45,250 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 July 1, 1997.
(3) Does not include 15,000 shares of Common Stock issuable upon exercise
of options granted pursuant to the Company's 1985 Stock Option Plan
(the "1985 Plan").
(4) Includes 41,693 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 July 1, 1997.
(5) Does not include 17,625 shares of Common Stock issuable upon exercise
of options granted pursuant to the 1985 Plan.
(6) Includes 72,451 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 July 1, 1997.
(7) Includes 7,000 shares of Common Stock deemed to be beneficially owned
by each of these individuals by reason of their right to acquire such
shares within 60 days after July 1, 1997.
PLAN OF DISTRIBUTION
It is anticipated that all of the Shares will be offered by the Future
Selling Shareholders from time to time in the open market, either directly or
through brokers or agents, or in privately negotiated transactions. The Future
Selling Shareholders have advised the Company that they are not parties to any
agreement, arrangement or understanding as to such sales.
LEGAL MATTERS
Certain legal matters in connection with the issuance of the Shares
offered hereby have been passed upon for the Company by Messrs. Olshan Grundman
Frome & Rosenzweig LLP, 505 Park Avenue, New York, New York 10022.
EXPERTS
The consolidated financial statements of Uniforce Services, Inc. and
its subsidiaries as of December 31, 1996 and 1995 and for each of the years in
the three-year period ended December 31, 1996 have been incorporated by
reference herein in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission a
Registration Statement on Form S-8 under the Securities Act with respect to the
Shares offered hereby. For further information with respect to the Company and
the securities offered hereby, reference is made to the Registration Statement.
Statements contained in this Prospectus as to the contents of any contract or
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<PAGE>
other document are not necessarily complete, and in each instance, reference is
made to the copy of such contract or document filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by
such reference.
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