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UNITED STATES SEC File Number
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Cusip Number
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One) __ Form 10-K __ Form 20-F __ Form 11-K X Form 10-Q __ Form N-SAR
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For Period Ended:
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:____________________________
READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE
Nothing in the form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
TEAMSTAFF, INC
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Full Name of Registrant
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Former Name if Applicable
300 ATRIUM DRIVE
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Address of Principal Executive Office (STREET AND NUMBER)
SOMERSET NEW JERSY 08873
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City, State and Zip Code
PART II - RULES 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check appropriate box)
X (a) The reasons described in reasonable detail in Part III of this
--- form could not be eliminated without unreasonable effort or
expense;
X (b) The subject annual report, semi-annual report, transition
--- report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report of transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following
the prescribed due date; and
__ (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed with the
prescribed time period. (Attach Extra Sheets if Needed)
See additional statement attached
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
DONALD KELLY 732 748 - 1700
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such reports been
filed? If answer is no identify report(s).
X Yes __ No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof? X Yes __ No
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If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
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TEAMSTAFF, INC
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date August 14, 2000 By Donald Kelly
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Donald Kelly Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
persons signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTION
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the
General Rules and Regulations under the Securities Exchange Act of
1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549 in accordance with Rule
0-3 of the General Rules and Regulations under the Act. The
information contained in or filed with the form will be made a matter
of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of
securities of the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but
need not restate information that has been correctly furnished. The
form shall be clearly identified as an amendment notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due
to difficulties in electronic filing should comply with either Rule
201 or Rule 202 of Regulation S-T (Section 232.201 or Section 232.202
of this chapter) or apply for an adjustment in filing date pursuant to
Rule 13(b) of Regulation S-T (Section 232.12(c) of this chapter).
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Effective April 8, 2000 the Company completed the acquisition of the
assets of the Synadyne division of Outsource International, Inc. The acquisition
resulted in an increase of approximately 9,500 worksite employees to the current
Teamstaff workforce, as well as the introduction of different accounting and
other software systems. Primarily as a result of the time requirements to
accomplish the acquisition and the subsequent integration of new employees and
systems, management has been unable to devote the required resources to
preparation of the financial statements for the Form 10Q to allow for sufficient
time for review with its independent accountants.
The Company expects that the Form 10Q for the quarter ended June 30, 2000
will reflect significant changes from the Form 10Q for the corresponding quarter
ended June 30, 1999 primarily because the Company's operations for the current
period reflect the acquisition of the Synadyne business. This business was
acquired effective April 8, 2000, and therefore the Form 10Q for the quarter
ended June 30, 1999 did not include these new business operations. In addition,
in connection with the acquisition of the Synadyne assets, the Company obtained
additional working capital facilities from its primary lender.
For the nine months ended June 30, 2000, revenue increased 81% to
approximately $299.1 million from $165.6 for the previous year's nine months
ended June 30, 1999. Earnings before interest, taxes, depreciation and
amortization decreased 4.2% to $3,006,000 in the nine months ended June 30,
2000 as compared to $3,135,000 for the quarter ended June 30, 1999. For the
three months ended June 30, revenues increased $137.3 million (94%) from $70.7
million for the same three months in fiscal 1999. Selling general and
administrative expenses increased $1.5 million for the three months ended June
30, 2000 or 47%, over the same three month period in fiscal 1999.