<PAGE> 1
As filed with the Securities and Exchange Commission on June 5, 1998
Registration No. 333-_______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------------
TEAM AMERICA CORPORATION
(Exact name of Registrant as specified in its charter)
Ohio 31-1209872
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
110 E. Wilson Bridge Road
Worthington, Ohio 43085
(Address of Registrant's principal executive offices)
-------------------------
TEAM AMERICA CORPORATION
1996 INCENTIVE STOCK PLAN
(Full Title of the Plan)
-------------------------
Richard C. Schilg
TEAM America Corporation
110 E. Wilson Bridge Road
Worthington, Ohio 43085
(614) 848-3995
(Name, address and telephone number of agent for service)
-------------------------
Copies of Correspondence to:
Robert J. Tannous, Esq.
Porter, Wright, Morris & Arthur
41 South High Street
Columbus, Ohio 43215
(614) 227-1953
-------------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share* Price* Fee*
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
without par value............. 450,000 $11.25 $5,062,500 $1,493.44
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
*Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(h), based upon the average of the high and low prices of TEAM
America Common Stock as reported on the Nasdaq National Market System on
June 4, 1998.
This Registration Statement shall be deemed to cover an indeterminate number of
additional shares of TEAM America Common Stock, without par value, as may be
issuable pursuant to future stock dividends, stock splits or similar
transactions.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information concerning the TEAM America
Corporation 1996 Incentive Stock Plan, specified in Part I will be sent or given
to employees as specified by Rule 428(b)(1). Such documents are not filed as
part of this Registration Statement in accordance with the Note to Part I of the
Form S-8 Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
The contents of a Form S-8 Registration Statement, dated March 13,
1998, File No. 333-47897, are incorporated herein by reference.
II-1
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Columbus, State of Ohio, on June 5, 1998.
TEAM AMERICA CORPORATION
By: /s/ Michael R. Goodrich
----------------------------------------------
Michael R. Goodrich, Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
*Richard C. Schilg Chairman of the Board and ) June 5, 1998
- ---------------------------------- Chief Executive Officer )
Richard C. Schilg (Principal Executive Officer) )
)
)
*Michael R. Goodrich Chief Financial Officer (Principal ) June 5, 1998
- ---------------------------------- Financial and Accounting Officer) )
Michael R. Goodrich )
)
)
*Kevin T. Costello President, Chief Operating Officer, ) June 5, 1998
- ---------------------------------- and Director )
Kevin T. Costello )
)
)
*S. Cash Nickerson Chief Marketing Officer and Director ) June 5, 1998
- ---------------------------------- )
S. Cash Nickerson )
)
)
*Byron G. McCurdy Executive Vice President of ) June 5, 1998
- ---------------------------------- Government Affairs and Director )
Byron G. McCurdy )
)
)
*William W. Johnston Director ) June 5, 1998
- ---------------------------------- )
William W. Johnston )
)
)
*Charles E. Dugan II Director ) June 5, 1998
- ---------------------------------- )
Charles E. Dugan II )
)
)
</TABLE>
II-2
<PAGE> 4
<TABLE>
<S> <C> <C>
)
)
*M.R. Swartz Director ) June 5, 1998
- ---------------------------------- )
M.R. Swartz )
)
)
*Crystal Faulkner Director ) June 5, 1998
- ---------------------------------- )
Crystal Faulkner )
)
)
</TABLE>
*By: /s/Robert J. Tannous
-----------------------------------
Robert J. Tannous, attorney-in-fact
for each of the persons indicated
II-3
<PAGE> 5
Registration No. 333-_______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
TEAM AMERICA CORPORATION
-------------------------
EXHIBITS
-------------------------
<PAGE> 6
EXHIBIT INDEX
Exhibit Exhibit
Number Description
- ------ -----------
4(a) TEAM America Corporation 1996 Incentive Stock Plan (Exhibit
4(b) to Registration Statement on Form S-8 (Registration No.
333-47897) and incorporated by reference herein).
4(b) Amended Articles of Incorporation of TEAM America
Corporation (Exhibit 3.1 to Form S-1 Registration Statement
(File No. 333-13913), and incorporated herein by reference).
4(c) Amended Code of Regulations of TEAM America Corporation (Exhibit
3.2 to Form S-1 Registration Statement (File No. 333-13913), and
incorporated herein by reference).
5 * Opinion of Porter, Wright, Morris & Arthur regarding legality.
23(a) Consent of Porter, Wright Morris & Arthur (included in Exhibit 5
filed herein).
23(b) * Consent of Arthur Andersen LLP.
24 * Powers of Attorney.
- --------------------
* Filed with this Registration Statement
<PAGE> 1
EXHIBIT 5
June 5, 1998
TEAM America Corporation
110 E. Wilson Bridge Road
Worthington, Ohio 43085
Re: Registration Statement on Form S-8
TEAM America Corporation 1996 Incentive Stock Plan (the "Plan")
Ladies and Gentlemen:
We have acted as counsel for TEAM America Corporation, an Ohio
corporation ("TEAM America"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement"), filed by TEAM America with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
with respect to the registration of an additional 450,000 shares of TEAM America
Common Stock, without par value (the "Shares"), to be issued under the Plan.
In connection with this opinion, we have examined such corporate
records, documents, and other instruments of the registrant as we have deemed
necessary.
Based on the foregoing, we are of the opinion that the Shares will,
when issued and paid for in accordance with the provisions of the Plan, be
legally issued, fully paid and nonassessable, and entitled to the benefits of
the Plan.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/Porter, Wright, Morris & Arthur
Porter, Wright, Morris & Arthur
<PAGE> 1
EXHIBIT 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated May 2, 1998
included in TEAM America Corporation's Form 10-K for the year ended December 31,
1997 and to all references to our Firm included in this registration statement.
/s/Arthur Andersen LLP
Columbus, Ohio
June 5, 1998
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
-----------------
Each of the undersigned officers and directors of TEAM America
Corporation (the "Company"), hereby appoints Richard C. Schilg, Michael R.
Goodrich, and Robert J. Tannous as his attorneys or any of them, with power to
act without the others, as his true and lawful attorney, to sign, in his name
and on his behalf and in any and all capacities stated below, and to cause to be
filed with the Securities and Exchange Commission (the "Commission"), the
Company's Registration Statement on Form S-8 (the "Registration Statement") for
the purpose of registering under the Securities Act of 1933, as amended, an
additional 450,000 shares of Common Stock, without par value, to be sold and
distributed by the Corporation pursuant to the Corporation's 1996 Incentive
Stock Plan, as amended (the "Plan"), and such other number of shares as may be
issued under the anti-dilution provisions of the Plan, and any and all
amendments, including post-effective amendments, to the Registration Statement
hereby granting unto said attorneys and each of them full power and authority to
do and perform in the name and on behalf of the undersigned, and in any and all
such capacities, every act and thing whatsoever necessary to be done in and
about the premises as fully as the undersigned could or might do in person,
hereby granting to each said attorney-in-fact full power of substitution and
revocation, and hereby ratifying all that any said attorney-in-fact or his
substitute may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned have signed these presents
effective the 27th day of May 1998.
/s/Richard C. Schilg Chairman of the Board and Chief Executive
- ------------------------------ Officer (Principal Executive Officer)
Richard C. Schilg
/s/Kevin T. Costello President, Chief Operating Officer and
- ------------------------------ Director
Kevin T. Costello
/s/Michael R. Goodrich Chief Financial Officer
- ------------------------------ (Principal Financial and Accounting Officer)
Michael R. Goodrich
/s/S. Cash Nickerson Chief Marketing Officer and Director
- ------------------------------
S. Cash Nickerson
/s/Byron G. McCurdy Executive Vice President of Government
- ------------------------------ Affairs and Director
Byron G. McCurdy
/s/William W. Johnston Director
- ------------------------------
William W. Johnston
/s/Charles E. Dugan II Director
- ------------------------------
Charles E. Dugan II
/s/M.R. Swartz Director
- ------------------------------
M.R. Swartz
/s/Crystal Faulkner Director
- ------------------------------
Crystal Faulkner
