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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TEAM AMERICA CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OHIO 31-1209872
(STATE OF INCORPORATION) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
110 E. WILSON BRIDGE ROAD, WORTHINGTON, OHIO 43085
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF DEBT SECURITIES AND IS
EFFECTIVE UPON FILING PURSUANT TO GENERAL INSTRUCTION A(c)(1) PLEASE CHECK THE
FOLLOWING BOX. / /
IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF DEBT SECURITIES AND IS TO
BECOME EFFECTIVE SIMULTANEOUSLY WITH THE EFFECTIVENESS OF A CONCURRENT
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PURSUANT TO GENERAL
INSTRUCTION A(c)(2) PLEASE OF THE ACT: CHECK THE FOLLOWING BOX. / /
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b)
NONE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON SHARES, WITHOUT PAR VALUE
(TITLE OF CLASS)
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Item 1. Description of Registrant's Securities to be Registered.
Information required pursuant to this Item 1 is incorporated by
reference to such information contained under the caption "Description of
Capital Stock" contained in Registrant's Form S-1 Registration Statement,
Registration No. 333-13913 filed with the Commission on October 11, 1996, as
amended.
ITEM 2. EXHIBITS.
*3.1 Amended Articles of Incorporation of the Registrant
*3.2 Amended Code of Regulations of the Registrant
*4.1 Specimen certificate for Common Shares, without par value, of
the Registrant
4.2 Copy of pages 44 and 45 included in the Registrant's Form S-1
Registration Statement, Registration No. 333-13913.
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* Each of the foregoing exhibits is incorporated by reference to the
Exhibit bearing the identical Exhibit Number in the Registrant's Form S-1
Registration Statement, Registration No. 333-13913
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
TEAM AMERICA CORPORATION
Date: December 2, 1996 By: /s/ Russell R. Garver
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Russell R. Garver
Vice President & Chief Financial
Officer
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EXHIBIT 4.2
DESCRIPTION OF CAPITAL STOCK
As of the date of this Prospectus and prior to giving effect to the
184-to-1 split of the Common Shares of the Company and the other changes to the
capital stock of the Company contemplated in the following paragraph, the
authorized capital stock of the Company consists of the following: (i) 7,500
Class A Preferred Shares, $100 par value, of which 198 shares are issued and
outstanding (such shares being held of record by four shareholders); (ii) 7,500
Class A Common Shares, without par value, of which 4,713 shares are issued and
outstanding (such shares being held of record by 32 shareholders); and (iii)
7,500 Class B Common Shares, without par value, of which 6,421 shares are issued
and outstanding (such shares being held of record by one shareholder).
Pursuant to the Company's Amended Articles of Incorporation which will be
filed with the Ohio Secretary of State immediately prior to the issuance and
delivery of the Common Shares offered hereby, the following changes to the
Company's capital stock will be made: (a) all issued Class A Common Shares and
Class B Common Shares of the Company will be converted to shares of a single
class of Common Shares and the classes of Class A Common Shares and Class B
Common Shares will be eliminated; (b) the number of authorized Common Shares
will be increased to 10,000,000 and each outstanding Common Share will be split
184-to-1; (c) the 198 issued and outstanding Class A Preferred Shares will be
converted into 36,432 Common Shares; and (d) the class of Class A Preferred
Shares will be eliminated and replaced with two new classes of preferred shares
consisting of 500,000 authorized voting preferred shares and 500,000 authorized
nonvoting preferred shares.
The following statements include a summary of the material provisions of
the Company's Amended Articles of Incorporation and its Amended Code of
Regulations in the form to be adopted by the Company's shareholders and
directors on or immediately prior to the issuance and delivery of the Common
Shares offered hereby, copies of which are filed as exhibits to the Registration
Statement of which this Prospectus is a part (the "Registration Statement").
This summary does not purport to be complete and is qualified in its entirety by
reference to such exhibits.
AUTHORIZED CAPITAL STOCK
Upon the consummation of the Offering, the authorized capital stock of the
Company will consist of 10,000,000 Common Shares, without par value, and
1,000,000 Preferred Shares, without par value, consisting of 500,000 Class A
Voting Preferred Shares (the "Class A Preferred Shares") and 500,000 Class B
Nonvoting Preferred Shares (the "Class B Preferred Shares").
COMMON SHARES
When the Common Shares sold in the Offering are fully paid for, they will
be validly issued, fully paid and nonassessable. Holders of Common Shares are
entitled to one vote per share on all matters that properly come before the
shareholders, including the election of directors. The Common Shares do not have
cumulative voting rights and, therefore, a simple majority of the Common Shares
present and voting at a meeting of shareholders will be able to elect all of the
directors to be elected at such meeting. Holders of Common Shares are entitled
to receive dividends when, as and if declared by the Board of Directors of the
Company out of funds legally available therefor. The Company presently intends
to retain its earnings to finance the future growth and development of its
business and, therefore, does not expect to pay cash dividends in the
foreseeable future. See "Dividend Policy." In the event of the liquidation,
dissolution or winding up of the affairs of the Company, holders of Common
Shares are entitled to receive ratably the net assets of the Company available
for distribution after the Company's creditors are paid. Holders of Common
Shares have no preemptive, redemption or conversion rights.
TRANSFER AGENT
The transfer agent for the Common Shares is National City Bank, Cleveland,
Ohio.
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PREFERRED SHARES
No Preferred Shares are outstanding. The Class A Preferred Shares and the
Class B Preferred Shares are identical except that Class A Preferred Shares have
voting rights and Class B Preferred Shares do not have voting rights. No other
terms of any Preferred Shares have been established. The Board of Directors has
the authority, without shareholder approval, to issue Preferred Shares and to
determine their terms (except voting rights) including the dividend or
distribution rate, the dates of payment of dividends or distributions and the
dates from which they are cumulative, liquidation price, redemption rights and
price, conversion rights and other rights to the extent permitted by law from
time to time. Class A Preferred Shares may be issued with voting or conversion
rights which may adversely affect the voting power of holders of Common Shares.
The issuance of a series or class of Preferred Shares could be used to hinder or
delay a takeover bid for the Company which might have the effect of inhibiting
such bids and decreasing the chance of the shareholders realizing a premium over
market price for their Common Shares as a result of such a takeover bid. The
Company does not have any current plan, arrangement or understanding to issue
any Preferred Shares.
CERTAIN CHARTER PROVISIONS
Certain provisions of the Company's Articles of Incorporation and Code of
Regulations may have the effect of deterring companies or other persons from
making takeover bids for control of the Company or may be used to hinder or
delay a takeover bid thereby decreasing the chance of the shareholders of
realizing a premium over market price for their Common Shares as a result of
such bids. The relevant provisions of the Company's Articles of Incorporation
are (a) a provision that requires the approval of holders of 75% of the
Company's voting shares for certain business combinations involving shareholders
who beneficially own more than 20% of the Company's outstanding shares and (b) a
provision authorizing the Company to purchase its capital shares by action of
the Board of Directors. The relevant provisions of the Code of Regulations are
(i) a provision that divides the Board of Directors into two classes with
staggered two year terms if the size of the Board of Directors is six or more
but less than nine persons, and that will divide the Board into three classes
with staggered terms of three years each if the size of the Board is increased
to nine or more, which may be done by the Board of Directors, (ii) a provision
that prevents shareholders from nominating directors from the floor at the
annual meeting, (iii) a provision that requires a vote of holders of 75% of the
voting shares to remove a director (but only for cause), (iv) a provision that
requires certain amendments to the Code of Regulations to be approved by holders
of 75% of the voting shares if such amendments are not approved by at least
three-fourths of the directors, (v) a provision that restricts the right of
shareholders to call a special meeting of shareholders unless holders of 50% of
the voting shares join in the request for a call, and (vi) a provision that
requires a vote of holders of 75% of the voting shares to change the number of
directors although such number may be changed within the range of 3 to 15 by the
Board of Directors without shareholder approval.
CERTAIN LAWS
The Company is subject to the Ohio Control Share Acquisition Law, which
requires that, subject to certain exemptions, any acquisition of shares having
one-fifth to one-third, one-third to one-half or a majority or more of the
Company's voting power be made only with the prior authorization of the holders
of a majority of the voting shares present at the meeting held to obtain such
authorization and a majority of the holders of shares who are disinterested. The
Company is also subject to Chapter 1704 of the Ohio Revised Code. Under Chapter
1704, the Company may not engage in a Chapter 1704 transaction (a term that
broadly includes mergers, asset and stock sales and other financing
transactions) with an interested shareholder (a person or entity that controls
10% or more of the Company's voting power) for three years after the interested
shareholder became such unless the directors of the Company approved the
transaction or the purchase of shares by the interested shareholder in advance.
The Company will exempt the Selling Shareholders from Chapter 1704. Chapter 1704
transactions between an interested shareholder who has held such shares for
three years and the Company that were not approved by the directors in advance
are subject to additional shareholder approval requirements or fairness
criteria. The provisions of Chapter 1704 may deter or prevent takeover bids that
have not been approved in advance by the directors and may decrease the chances
of shareholders realizing a premium over market price for their Common Shares as
the result of such a takeover bid.
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