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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ) *
BRANDON SYSTEMS CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.10 PER SHARE
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(Title of Class of Securities)
105303101
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(CUSIP Number)
John B. Smith, Senior Vice President and Legal Counsel,
Interim Services Inc., 2050 Spectrum Boulevard, Fort Lauderdale, Florida 33309
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
February 27, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
Check the following box if a fee is being paid with the statement. [X] (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
equity securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities and
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
(Continued on following pages)
(Page 1 of 10 pages)
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SCHEDULE 13D
CUSIP No. 105303101 Page 2 of 10 Pages
===============================================================================
1 | NAME OF REPORTING PERSON
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
| Raymond Marcy
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
| (b) [ ]
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3 | SEC USE ONLY
|
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4 | SOURCE OF FUNDS
| OO (see Item 3 below)
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5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
| ITEMS 2(d) or 2(e) [ ]
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6 | CITIZENSHIP OR PLACE OF ORGANIZATION
| U.S.A.
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NUMBER OF SHARES | 7 | SOLE VOTING POWER 0
----------------------------------------------------------
BENEFICIALLY | |
| 8 | SHARED VOTING POWER 1,099,760
OWNED BY EACH | |
----------------------------------------------------------
REPORTING | 9 | SOLE DISPOSITIVE POWER 0
----------------------------------------------------------
PERSON WITH | 10 | SHARED DISPOSITIVE POWER 0
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11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 1,099,760
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12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| [ ]
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13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| 25.0%
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14 | TYPE OF REPORTING PERSON
| IN
===============================================================================
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SCHEDULE 13D
CUSIP No. 105303101 Page 3 of 10 Pages
===============================================================================
1 | NAME OF REPORTING PERSON
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
| Roy Krause
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
| (b) [ ]
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3 | SEC USE ONLY
|
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4 | SOURCE OF FUNDS
| OO (see Item 3 below)
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5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
| ITEMS 2(d) or 2(e) [ ]
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6 | CITIZENSHIP OR PLACE OF ORGANIZATION
| U.S.A.
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NUMBER OF SHARES | 7 | SOLE VOTING POWER 0
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BENEFICIALLY | |
| 8 | SHARED VOTING POWER 1,099,760
OWNED BY EACH | |
----------------------------------------------------------
REPORTING | 9 | SOLE DISPOSITIVE POWER 0
----------------------------------------------------------
PERSON WITH | 10 | SHARED DISPOSITIVE POWER 0
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11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 1,099,760
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12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| [ ]
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13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| 25.0%
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14 | TYPE OF REPORTING PERSON
| IN
===============================================================================
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SCHEDULE 13D
CUSIP No. 105303101 Page 4 of 10 Pages
===============================================================================
1 | NAME OF REPORTING PERSON
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
| John B. Smith
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
| (b) [ ]
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3 | SEC USE ONLY
|
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4 | SOURCE OF FUNDS
| OO (see Item 3 below)
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5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
| ITEMS 2(d) or 2(e) [ ]
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6 | CITIZENSHIP OR PLACE OF ORGANIZATION
| U.S.A.
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NUMBER OF SHARES | 7 | SOLE VOTING POWER 0
----------------------------------------------------------
BENEFICIALLY | |
| 8 | SHARED VOTING POWER 1,099,760
OWNED BY EACH | |
----------------------------------------------------------
REPORTING | 9 | SOLE DISPOSITIVE POWER 0
----------------------------------------------------------
PERSON WITH | 10 | SHARED DISPOSITIVE POWER 0
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11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 1,099,760
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12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| [ ]
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13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| 25.0%
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14 | TYPE OF REPORTING PERSON
| IN
===============================================================================
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Page 5 of 10 Pages
Item 1. Security and Issuer.
This Schedule 13D relates to the shares of common stock, par value
$0.10 per share (the "Company Stock") of Brandon Systems Corporation, a
Delaware corporation (the "Company"). The address of the Company's principal
executive offices is Nine Polito Avenue, Lindhurst, New Jersey 07071.
Item 2. Identity and Background
This Schedule 13D is being filed by Raymond Marcy, Roy Krause and John
B. Smith. The information required by Item 2 with respect to each of the above
referenced individuals is set forth below.
Raymond Marcy
---------------------
(a) Raymond Marcy
(b) Interim Services Inc.
2050 Spectrum Boulevard
Fort Lauderdale, FL 33309
(c) President and Chief Executive Officer
Interim Services Inc. (a flexible staffing provider)
2050 Spectrum Boulevard
Fort Lauderdale, FL 33309
(d) Raymond Marcy has not been convicted in a criminal proceeding during
the last five years.
(e) Raymond Marcy has not been a party to such a civil proceeding of a
judicial or administrative body during the last five years.
(f) Raymond Marcy is a citizen of the United States of America.
Roy Krause
---------------
(a) Roy Krause
(b) Interim Services Inc.
2050 Spectrum Boulevard
Fort Lauderdale, FL 33309
(c) Executive Vice President and Chief Financial Officer
Interim Services Inc. (a flexible staffing provider)
2050 Spectrum Boulevard
Fort Lauderdale, FL 33309
(d) Roy Krause has not been convicted in a criminal proceeding during the
last five years.
(e) Roy Krause has not been a party to such a civil proceeding of a
judicial or administrative body during the last five years.
(f) Roy Krause is a citizen of the United States of America.
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Page 6 of 10 Pages
John B. Smith
------------------
(a) John B. Smith
(b) Interim Services Inc.
2050 Spectrum Boulevard
Fort Lauderdale, FL 33309
(c) Senior Vice President and Legal Counsel
Interim Services Inc. (a flexible staffing provider)
2050 Spectrum Boulevard
Fort Lauderdale, FL 33309
(d) John B. Smith has not been convicted in a criminal proceeding during
the last five years.
(e) John B. Smith has not been a party to such a civil proceeding of a
judicial or administrative body during the last five years.
(f) John B. Smith is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
Raymond Marcy, Roy Krause and John B. Smith did not pay consideration
or other funds for the Company Stock. As discussed in Item 4 below, Raymond
Marcy, Roy Krause and John B. Smith obtained beneficial ownership of the
Company Stock pursuant to the terms of an Irrevocable Proxy attached hereto as
Exhibit 3(A) and incorporated herein fully by this reference.
Item 4. Purpose of Transaction
On February 27, 1996, Ira B. Brown and Myra Brown granted an
Irrevocable Proxy to Raymond Marcy, Roy Krause and John B. Smith (the
"Irrevocable Proxy"). The Irrevocable Proxy grants the right to vote at any
meeting of the stockholders of the Company called for the purpose of voting on
the Merger (as defined in the Irrevocable Proxy) all the shares of Company
Stock owned of record by Ira B. Brown and Myra Brown in favor of the Merger and
for the approval and adoption of the Merger Agreement (as defined in the
Irrevocable Proxy).
Raymond Marcy, Roy Krause and John B. Smith have no right to vote the
shares of Company Stock owned of record by Ira B. Brown and Myra Brown at any
stockholder meeting called for any other purpose. It is the intention of
Raymond Marcy, Roy Krause and John B. Smith to vote the beneficially owned
shares of Company Stock in accordance with the terms of the Irrevocable Proxy.
Item 5. Interest in Securities of the Issuer.
(a) As of February 27, 1996, the Company had 4,395,631
shares of Company Stock outstanding of which Raymond Marcy, Roy Krause and John
B. Smith beneficially own 1,099,760 shares representing 25.0% of the shares of
Company Stock currently outstanding.
(b) Neither Raymond Marcy, Roy Krause nor John B. Smith
have the sole power to vote or the sole power to dispose of any shares of
Company Stock. Raymond Marcy, Roy Krause and John B. Smith have the shared
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Page 7 of 10 Pages
power to vote 1,099,760 shares of Company Stock in accordance with the terms of
the Irrevocable Proxy but have no shared power to dispose of any shares of
Company Stock.
(c) None.
(d) Ira B. Brown and Myra Brown have the power to direct
the receipt of dividends from, or the proceeds from the sale of all 1,099,760
shares of Company Stock beneficially owned by Raymond Marcy, Roy Krause and
John B. Smith.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Except as described in Item 4 to this Schedule 13D, neither Raymond
Marcy, Roy Krause nor John B. Smith have individually entered into any
contracts, arrangements, understandings or relationships (legal or otherwise)
with any person with respect to any of the 1,099,760 shares of beneficially
owned Company Stock.
Item 7. Material to be Filed as Exhibits.
Exhibit No. Description
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3(A) Irrevocable Proxy dated February 27, 1996
The undersigned agree that this statement is filed on behalf of each
of the reporting persons.
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Page 8 of 10 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
March 6, 1996 /s/ Raymond Marcy
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Date Raymond Marcy
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
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Page 9 of 10 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
March 6, 1996 /s/ Roy Krause
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Date Roy Krause
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
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Page 10 of 10 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
March 6, 1996 /s/ John B. Smith
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Date John B. Smith
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
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EXHIBIT 3(A)
Irrevocable Proxy
----------------------
February 27, 1996
The undersigned do hereby irrevocably grant to Raymond Marcy, Roy
Krause and John B. Smith, and each of them, any of whom may act without the
joinder of the other, as their respective true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for them and in
their respective names, place and stead, in any and all capacities to vote all
of the shares (the "Subject Shares") of common stock, par value $.10 per share
(the "Brandon Common Stock"), of Brandon Systems Corporation, a Delaware
corporation ("Brandon"), owned of record by the undersigned, at any meeting of
the stockholders of Brandon called for the purpose of voting on the Merger (as
defined below) (and any adjournment or postponement thereof), solely for the
following purposes, and no other: (a) in favor of the Merger (as defined
below) and the approval and adoption of the Merger Agreement (as defined
below). As used herein, the term "Merger Agreement" shall mean that certain
Agreement and Plan of Merger dated as of even date herewith by and among
Brandon, Interim Services Inc., a Delaware corporation ("Parent"), and Merger
Sub (as defined therein); the term "Merger" shall have the meaning ascribed
thereto in the Merger Agreement; and certain other capitalized terms used but
not defined herein shall have the meanings ascribed thereto in the Merger
Agreement.
The undersigned acknowledge and agree that this Irrevocable Proxy is
coupled with an interest, constitutes, among other things, an inducement for
Parent and Merger Sub to enter into the Merger Agreement, is irrevocable and
shall not be terminated except as set forth herein and any prior proxies are
hereby revoked and no subsequent proxies will be given (and, if given, will not
be effective) prior to the termination of this proxy and that this Irrevocable
Proxy is for the purpose of voting with respect to the items set forth in
subparagraph (a) above and no other, and that voting or granting a proxy to
vote on other matters is not limited by this Irrevocable Proxy.
This Irrevocable Proxy shall terminate, with no further action on the
part of any person or entity, (i) on and as of the earliest of (a) August 27,
1996, or (b) the termination of the Merger Agreement in accordance with its
terms, (ii) if the Board of Directors of Brandon shall not have recommended the
Merger to Brandon's stockholders in the Proxy Statement/Prospectus, or shall
have modified or rescinded its recommendation of the Merger to the Brandon
stockholders as being advisable and fair to and in the best interests of
Brandon and its stockholders, or shall have modified or rescinded its approval
of the Merger Agreement, or shall have resolved to do any of the foregoing, or
(iii) if Brandon's Board of Directors shall have entered into a definitive
agreement contemplating, announced or approved an Acquisition Transaction after
determining, in good faith and upon advice of outside counsel, that such
approval was necessary in the exercise of its fiduciary duties under applicable
laws.
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IN WITNESS WHEREOF, the undersigned have set their respective hands on
the 27th day of February, 1996.
/s/ Ira B. Brown /s/ Myra Brown
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Ira B. Brown Myra Brown
