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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 17, 1999
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TEAMSTAFF, INC.,
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(Exact Name of Registrant as specified in charter)
New Jersey 0-18492 22-1899798
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(State or other jurisdic- (Commission (IRS Employer
tion of incorporation) File Number) Identification No.)
300 Atrium Drive, Somerset, N.J. 08873
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (732) 748-1700
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DIGITAL SOLUTIONS, INC.
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
On March 17, 1999, TEAMSTAFF, INC. (formerly Digital Solutions, Inc.) (the
"Company") held an Annual Meeting of its Stockholders in Somerset, New Jersey.
Of the 27,617,241 shares of Common Stock entitled to vote as of the Record Date
of February 17, 1999, 24,760,974 shares were represented either in person or by
proxy.
The purpose of the Annual Meeting was to consider and approve the
following:
1. Amendments to Certificate of Incorporation. To amend the Company's
Certificate of Incorporation to classify the Board of Directors into three
classes and further provide that any amendment to such provision to classify the
Board of Directors be effective only upon the affirmative vote of the Board of
Directors of 66 2/3% of the issued and outstanding shares entitled to vote.
Results of Voting
The Stockholders of the Company voted 8,968,140 shares in favor of adoption of
the amendments to the Certificate of Incorporation. Stockholders holding 129,100
shares voted against the proposal. A total of 15,600 Stockholders abstained from
voting.
2. Election of Directors. To elect seven directors to the Board of Directors in
staggered terms of one to three years. The nominees for election were:
<TABLE>
<CAPTION>
Class 1 Class 2 Class 3
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<S> <C> <C>
Karl W. Dieckmann John H. Ewing Kirk A. Scoggins
Donald W. Kappauf Charles R. Dees, Jr. Martin J. Delaney
William J. Marino
</TABLE>
The term for Class 1 directors expires at the 2002 Annual Meeting, the term for
Class 2 Directors expires at the 2001 Annual Meeting and the term for Class 3
Directors expires at the 2000 Annual Meeting.
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Results of Voting
The Stockholders voted as follows with respect to the election of Directors:
<TABLE>
<CAPTION>
Votes For Votes Withheld
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<S> <C> <C>
Karl W. Dieckmann 24,233,431 527,743
Donald W. Kappauf 24,271,431 489,543
William J. Marino 24,321,531 439,443
John H. Ewing 24,293,231 467,743
Charles R. Dees, Jr. 24,353,231 407,743
Kirk A. Scoggins 24,351,231 409,743
Martin J. Delaney 24,355,731 405,243
</TABLE>
Item 7. Exhibits
3.1 Form of Amendment to Certificate of Incorporation (filed as Appendix A to
the Company's Proxy Statement dated February 18, 1999.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TEAMSTAFF, INC.
By: /s/ Donald T. Kelly
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Donald T. Kelly
Chief Financial Officer
Dated: March 25, 1999
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