<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
TEAM America Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Shares, without par value
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(Title of Class of Securities)
878153 10 5
- --------------------------------------------------------------------------------
(CUSIP Number)
Robert J. Tannous, 41 South High Street, Columbus, OH 43215 (614) 227-1953
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 8, 1997
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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 / /.
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 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).
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<TABLE>
<CAPTION>
CUSIP NO. 878153 10 5
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<S> <C> <C>
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
S. Cash Nickerson
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3 SEC Use Only
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4 Source of Funds (See Instructions) SC
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5 Check 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 United States
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7 Sole voting Power 341,412
NUMBER OF -------------------------------------------------------------------------------------------------------
SHARES 8 Shared Voting Power 0
BENEFICIALLY
OWNED BY
EACH -------------------------------------------------------------------------------------------------------
REPORTING 9 Sole Dispositive Power 341,412
PERSON WITH
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10 Shared Dispositive Power 0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 341,412
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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13 Percent of Class Represented by Amount in Row (11) 7.30%
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14 Type of Reporting Person (See Instructions)
IN
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</TABLE>
INSTRUCTIONS FOR COVER PAGE
(1) Names and I.R.S. Identification Numbers of Reporting Persons - Furnish
the full legal name of each person for whom the report is filed - i.e.,
each person required to sign the schedule itself -including each member
of a group. Do not include the name of a person required to be
identified in the report but who is not a reporting person. Reporting
persons that are entities are also requested to furnish their I.R.S.
identification numbers, although disclosure of such numbers is
voluntary, not mandatory see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH
SCHEDULE 13D" below)
(2) If any of the shares beneficially owned by a reporting person are held
as a member of a group and such members is expressly affirmed, please
check row 2(a). If the membership in a group is disclaimed or the
reporting person describes a relationship with other persons but does
not affirm the existence of a group, please check row 2(b) [unless a
joint filing pursuant to Rule 13d-1(f)(l) in which case it may not be
necessary to check row 2(b)].
(3) The 3rd row is for SEC internal use; please leave blank.
2
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CUSIP No. 878153 10 5
SCHEDULE 13D
Item 1. Security and Issuer
(a) Title of Class of Securities: Common Stock, without par value
(b) Name of Issuer: TEAM America Corporation
(c) Address of Issuer's Principal Executive Offices:
110 E. Wilson Bridge Road, Worthington, Ohio 43085
Item 2. Identity and Background
(a) Name of Persons Filing: S. Cash Nickerson
(b) Address of Principal Business Office, or, if none, Residence:
3730 Mt. Diablo Blvd. - Suite 320, Lafayette, CA 94549
(c) Present occupation: President of Workforce Strategies, Inc., a
subsidiary of Issuer, 3730 Mt. Diablo Blvd. - Suite 320, Lafayette, CA
94549
(d) Criminal convictions: Not applicable
(e) Civil proceedings: Not applicable
(f) Citizenship: Mr. Nickerson is a United States Citizen
Item 3. Source and Amount of Funds or Other Consideration
The shares were acquired pursuant to an Agreement and Plan of Merger
entered into between Team America Corporation and Workforce Strategies, Inc. Mr.
Nickerson was a shareholder of Workforce Strategies, Inc. and received shares of
TEAM America Corporation in exchange for his shares of Workforce Strategies,
Inc.
Item 4. Purpose of Transaction
Mr. Nickerson acquired the shares for investment.
(a) Acquisition of additional shares: Not applicable
(b) Extraordinary corporate action: Not applicable
(c) Sale or transfer of material assets: Not applicable
(d) Any change in the board of directors: Not applicable
(e) Any material change in the capitalization of issuer: Not applicable
(f) Any other material change: Not applicable
(g) Changes in the issuer's articles or regulations: Not applicable
(h) Causing securities to be delisted: Not applicable
(i) Termination of registration: Not applicable
(j) Any other action: Not applicable
Page 3 of 4 Pages
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CUSIP No. 878153 10 5
Item 5. Interest in Securities of Issuer
(a) Amount Beneficially Owned: 341,412 shares; Percent of Class: 7.30%
(b) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote: 341,412 shares
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 341,412
shares
(iv) Shared power to dispose or to direct the disposition of: 0 shares
(c) Transactions effected by Mr. Nickerson: Not applicable
(d) Another's right to receive dividends: Not applicable
(e) Date ceased to be a 5% owner: Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Mr. Nickerson has entered into a stock option agreement with TEAM
America Corporation whereby the right to purchase shares vests at a rate of 20%
per year starting one year after the date of grant (September 8, 1997). The
total amount of options under the agreement is 180,000 with an exercise price of
$8.50.
Mr. Nickerson has also been granted 102,000 stock options which are
currently exercisable at a price of $8.50 per share.
Item 7. Material to be filed as Exhibits.
Attached as Exhibit A are copies of a two stock option agreements
entered into between Mr. Nickerson and TEAM America Corporation.
SIGNATURES
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.
Dated: February 9, 1998 /s/S. CASH NICKERSON
-----------------------------
S. Cash Nickerson
Page 4 of 4 Pages
<PAGE> 5
EXHIBIT A
TEAM AMERICA CORPORATION
STOCK OPTION AGREEMENT
In connection with the merger of Workforce Strategies, Inc., a Delaware
corporation with and into TEAM America Acquisitions, Inc., an Ohio corporation
and a wholly owned subsidiary of TEAM America Corporation, an Ohio corporation
(the "Company"), the Company hereby grants to the undersigned (the "Optionee")
an option (the "Option") to purchase 102,000 shares of its common stock, without
par value of the Company (the "Option Shares"), at a price of $8.50 per share
(the "Option Price") on the following terms and conditions:
1. TIME OF EXERCISE. The Option is fully vested as of the date hereof and
may be exercised for the Option Shares, from time to time, in full or in part,
by the Optionee and shall remain exercisable until it has been exercised as to
all of the Option Shares or September 7, 2007, whichever occurs first.
Notwithstanding the foregoing, this Option may not be exercised unless
(i) the Option Shares are registered under the Securities Act of 1933, as
amended, and are registered or qualified under applicable state securities or
"blue sky" laws, or (ii) the Company has received an opinion of counsel to the
Company to the effect that this Option may be exercised and Option Shares may be
issued by the Company pursuant thereto without such registration or
qualification. If this Option is not otherwise exercisable by reason of the
foregoing sentence, the Company will take reasonable steps to comply with
applicable state and federal securities laws in connection with such issuance.
2. METHODS OF EXERCISE. This Option is exercisable by delivery to the
Company of written notice of exercise which specifies the number of shares to be
purchased and payment in full in cash. Upon receipt of payment for the shares to
be purchased pursuant to this Option, the Company will deliver or cause to be
delivered to the Optionee or to any other person exercising this Option, a
certificate or certificates for the number of shares with respect to which this
Option is being exercised, registered in the name of the Optionee or other
person exercising this Option, or if appropriate, in the name of such broker or
dealer; provided, however, that if any law or regulation or order of the
Securities and Exchange Commission or other body having jurisdiction over the
exercise of this Option will require the Company or Optionee (or other person
exercising this Option) to take any action in connection with the shares then
being purchased, the delivery of the certificate or certificates for such shares
may be delayed for the period necessary to take and complete such action.
3. ACQUISITION FOR INVESTMENT. This Option is granted on the condition
that the acquisition of the Option Shares hereunder will be for the account of
the Optionee (or other person exercising this Option) for investment purposes
and not with a view to resale or distribution, except that such condition will
be inoperative if the Option Shares are registered under the Securities Act of
1933, as amended, or if in the opinion of counsel for the Company such shares
may be resold without registration. At the time of any exercise of this Option,
the Optionee (or other person exercising this Option) will execute such further
agreements as the Company may require to
<PAGE> 6
implement the foregoing condition and to acknowledge the Optionee's (or such
other person's) familiarity with restrictions on the resale of the Option Shares
under applicable securities laws.
4. DISPOSITION OF SHARES. The Optionee or any other person who may
exercise this Option will notify the Company within seven (7) days of any sale
or other transfer of any Option Shares. If any class of equity securities of the
Company is registered pursuant to section 12 of the Securities Exchange Act of
1934, as amended, and the Optionee or any other person who may exercise this
Option is subject to section 16 of that Act by virtue of such Optionee's or
person's relationship to the Company, the Optionee or other person exercising
this Option agrees not to sell or otherwise dispose of any Option Shares unless
at least six (6) months have elapsed from the Effective Date.
5. NON-TRANSFERABILITY OF OPTIONS. This Option shall not be transferable
by the Optionee otherwise than by will or the laws of descent and distribution
and may be exercised, during the lifetime of the Optionee, only by him or by his
guardian or legal representative. Notwithstanding the foregoing, an Optionee may
transfer this Option to members of his or her immediate family (as defined in
Rule 16a-1 promulgated under the 1934 Act), to one or more trusts for the
benefit of such family members or to partnerships in which such family members
are the only partners if the Optionee does not receive any consideration for the
transfer.
6. STOCK SPLITS; MERGERS; REORGANIZATIONS; SALE OF ASSETS.
(a) In the event of a stock split, stock dividend, combination
or exchange of shares, exchange for other securities, reclassification,
reorganization, redesignation or other change in the Company's capitalization,
the aggregate number of Option Shares and the Option Price shall be
proportionately adjusted or substituted to reflect the same. The Company shall
make such other adjustments to the Options as may be appropriate and equitable,
which adjustments may provide for the elimination of fractional shares.
(b) In the event of a change of the common stock, without par
value, of the Company resulting from a merger or similar reorganization as to
which the Company is the surviving corporation, the number and kind of shares
which thereafter may be purchased pursuant to this Option and the Option Price
shall be appropriately adjusted in such manner as the Company may deem equitable
to prevent dilution or enlargement of the rights available or granted hereunder.
(c) Except as otherwise determined by the Company, a merger or a
similar reorganization which the Company does not survive (other than a merger
or similar reorganization involving only a change in the state of incorporation
or an internal reorganization not involving a change in control as defined
herein), or a sale of all or substantially all of the assets of the Company,
shall cause this Option to terminate, to the extent not then exercised, unless
any surviving entity agrees to assume the obligations hereunder.
7. RIGHTS AS SHAREHOLDER. The Optionee shall have no rights as a
shareholder with respect to any Option Shares covered by this Option until the
date of issuance of a stock certificate to the Optionee for such Option Shares.
<PAGE> 7
8. GENERAL. This Stock Option Agreement will be construed as a contract
under the laws of the State of Ohio without reference to Ohio's choice of law
rules. It may be executed in several counterparts, all of which will constitute
one agreement. It will bind and benefit the parties and their respective
successors, assigns, and legal representatives.
IN WITNESS WHEREOF, the Company and the Optionee have executed
this Stock Option Agreement as of the date first above written.
OPTIONEE: TEAM AMERICA CORPORATION
/s/Steven Cash Nickerson By: /s/Richard C. Schilg
- ---------------------------- ------------------------------------
Steven Cash Nickerson Richard C. Schilg, President, Chairman
and Chief Executive Officer
<PAGE> 8
TEAM AMERICA CORPORATION
STOCK OPTION AGREEMENT
Effective as of September 4, 1997 (the "Effective Date"), TEAM America
Corporation (the "Company") hereby grants to the undersigned Cash (the
"Optionee") an option (the "Option") to purchase 180,000 shares of its common
stock, without par value (the "Option Shares"), at a price of $8.50 per share
(the "Option Price") on the following terms and conditions:
1. TIME OF EXERCISE. This Option may be exercised, from time to time, in
full or in part, by the Optionee to the extent this Option is vested based upon
the number of full years the Optionee is an employee of the Company (or one of
its affiliated companies) after the Effective Date (the "Vested Percentage") and
remains exercisable (subject to the provisions herein) until it has been
exercised as to all of the Shares or the tenth (10th) anniversary of this
Agreement, whichever occurs first. The Optionee is entitled to exercise this
Option to the extent of the percentage of, and not to exceed in the aggregate,
the maximum number of the Shares, based upon the Vested Percentage, from time to
time, as determined in accordance with the following schedule:
Years of Employment Total
After the Effective Date Vested Percentage
------------------------ -----------------
1 20%
2 40%
3 60%
4 80%
5 100%
Notwithstanding the foregoing, this Option may not be exercised unless
(i) the Option Shares are registered under the Securities Act of 1933, as
amended, and are registered or qualified under applicable state securities or
"blue sky" laws, or (ii) the Company has received an opinion of counsel to the
Company to the effect that this Option may be exercised and Option Shares may be
issued by the Company pursuant thereto without such registration or
qualification. If this Option is not otherwise exercisable by reason of the
foregoing sentence, the Company will take reasonable steps to comply with
applicable state and federal securities laws in connection with such issuance.
2. METHODS OF EXERCISE. This Option is exercisable by delivery to the
Company of written notice of exercise which specifies the number of shares to be
purchased and payment in full in cash. Upon receipt of payment for the shares to
be purchased pursuant to this Option, the Company will deliver or cause to be
delivered to the Optionee or to any other person exercising this Option, a
certificate or certificates for the number of shares with respect to which this
Option is being exercised, registered in the name of the Optionee or other
person exercising this Option, or if appropriate, in the name of such broker or
dealer; provided, however, that if any law or regulation or order of the
Securities and Exchange Commission or other body having
<PAGE> 9
jurisdiction over the exercise of this Option will require the Company or
Optionee (or other person exercising this Option) to take any action in
connection with the shares then being purchased, the delivery of the certificate
or certificates for such shares may be delayed for the period necessary to take
and complete such action.
3. ACQUISITION FOR INVESTMENT. This Option is granted on the condition
that the acquisition of the Option Shares hereunder will be for the account of
the Optionee (or other person exercising this Option) for investment purposes
and not with a view to resale or distribution, except that such condition will
be inoperative if the Option Shares are registered under the Securities Act of
1933, as amended, or if in the opinion of counsel for the Company such shares
may be resold without registration. At the time of any exercise of this Option,
the Optionee (or other person exercising this Option) will execute such further
agreements as the Company may require to implement the foregoing condition and
to acknowledge the Optionee's (or such other person's) familiarity with
restrictions on the resale of the Option Shares under applicable securities
laws.
4. DISPOSITION OF SHARES. The Optionee or any other person who may
exercise this Option will notify the Company within seven (7) days of any sale
or other transfer of any Option Shares. If any class of equity securities of the
Company is registered pursuant to section 12 of the Securities Exchange Act of
1934, as amended, and the Optionee or any other person who may exercise this
Option is subject to section 16 of that Act by virtue of such Optionee's or
person's relationship to the Company, the Optionee or other person exercising
this Option agrees not to sell or otherwise dispose of any Option Shares unless
at least six (6) months have elapsed from the Effective Date.
5. NON-TRANSFERABILITY OF OPTIONS. This Option shall not be transferable
by the Optionee otherwise than by will or the laws of descent and distribution
and may be exercised, during the lifetime of the Optionee, only by him or by his
guardian or legal representative. Notwithstanding the foregoing, an Optionee may
transfer this Option to members of his or her immediate family (as defined in
Rule 16a-1 promulgated under the 1934 Act), to one or more trusts for the
benefit of such family members or to partnerships in which such family members
are the only partners if the Optionee does not receive any consideration for the
transfer.
6. STOCK SPLITS; MERGERS; REORGANIZATIONS; SALE OF ASSETS.
(a) In the event of a stock split, stock dividend, combination
or exchange of shares, exchange for other securities, reclassification,
reorganization, redesignation or other change in the Company's capitalization,
the aggregate number of Option Shares and the Option Price shall be
proportionately adjusted or substituted to reflect the same. The Company shall
make such other adjustments to the Options as may be appropriate and equitable,
which adjustments may provide for the elimination of fractional shares.
(b) In the event of a change of the common stock, without par
value, of the Company resulting from a merger or similar reorganization as to
which the Company is the surviving corporation, the number and kind of shares
which thereafter may be purchased pursuant to this Option and the Option Price
shall be appropriately adjusted in such manner as the Company
<PAGE> 10
may deem equitable to prevent dilution or enlargement of the rights available or
granted hereunder.
(c) Except as otherwise determined by the Company, a merger or a
similar reorganization which the Company does not survive (other than a merger
or similar reorganization involving only a change in the state of incorporation
or an internal reorganization not involving a change in control as defined
herein), or a sale of all or substantially all of the assets of the Company,
shall cause this Option to terminate, to the extent not then exercised, unless
any surviving entity agrees to assume the obligations hereunder. *Optionee to be
given notice of time to exercise options.
7. RIGHTS AS SHAREHOLDER. The Optionee shall have no rights as a
shareholder with respect to any Option Shares covered by this Option until the
date of issuance of a stock certificate to the Optionee for such Option Shares.
8. TERMINATION OF EMPLOYMENT.
(a) Upon termination of the Optionee's employment with the
Company or an affiliate of the Company, other than termination of employment by
reason of disability or death or for cause, the Optionee shall have 30 days
after the date of termination of employment (but not later than the expiration
date of this Stock Option Agreement) to exercise this Option held by him or her
to the extent the same were exercisable on the date of termination; PROVIDED,
HOWEVER, if such termination is due to the Optionee's retirement with the
consent of the Company, this Option shall then be exercisable to the extent of
100% of the Shares subject thereto. The Company may cancel this Option during
the 30-day period after termination of employment referred to in this paragraph
if the Optionee engages in employment or activities contrary, in the sole
opinion of the Company, to the best interests of the Company or any of its
affiliates.
(b) Upon termination of the Optionee's employment by reason of
disability or death, the Optionee or the Optionee's personal representative, or
the person or persons to whom his or her rights under this Option pass by will
or the laws of descent or distribution, shall have one year after the date of
termination of employment by reason of disability or death (but not later than
the expiration date of this Stock Option Agreement) to exercise this Option to
the extent the same were exercisable on the date of the Optionee's termination
of employment; PROVIDED, HOWEVER, the Company may, but shall not be required to,
permit, in its discretion, the exercise of all or any portion of this Option
granted to the Optionee not otherwise exercisable.
(c) Upon termination of the Optionee's employment for cause,
this Option shall terminate effective on the date of termination of employment.
(d) For purposes of this Stock Option Agreement, the term
"termination of employment for cause" shall mean termination of employment for
(a) the commission of an act of dishonesty, including but not limited to
misappropriation of funds or property of the Company or any of its affiliates;
(b) the engagement in activities or conduct injurious to the reputation of the
Company or any of its affiliates; (c) the conviction or entry of a guilty or no
contest plea to a misdemeanor involving an act of moral turpitude or a felony;
(d) the violation of any of the terms and conditions of any written agreement
the Optionee may have from time to time with the
<PAGE> 11
Company or any of its affiliates ; or (e) any refusal to comply with the written
directives, policies or regulations established from time to time by the Company
or any of its affiliates.
9. NO CONTRACT OF EMPLOYMENT. Nothing in this Stock Option Agreement
shall confer on the Optionee any right to continue in the employ or service of
the Company or any affiliate of the Company or interfere with the right of the
Company or an affiliate of the Company to terminate the Optionee's employment or
other services at any time.
10. WITHHOLDING TAXES. The Company's obligation to deliver Shares upon
exercise of this Option shall be subject to the Optionee's satisfaction of all
applicable federal, state or local tax withholding obligations. The Company or
any of its affiliates shall have the right to withhold from any salary, wages,
or other compensation for services payable by the Company or any of its
affiliates to or with respect to the Optionee, amounts sufficient to satisfy any
federal, state or local withholding tax liability attributable to the Optionee's
(or any beneficiary's or personal representative's) receipt or disposition of
Shares purchased under this Option or to take any such other action as it deems
necessary to enable it to satisfy any such tax withholding obligations.
11. GENERAL. This Stock Option Agreement will be construed as a contract
under the laws of the State of Ohio without reference to Ohio's choice of law
rules. It may be executed in several counterparts, all of which will constitute
one agreement. It will bind and benefit the parties and their respective
successors, assigns, and legal representatives.
IN WITNESS WHEREOF, the Company and the Optionee have executed
this Stock Option Agreement as of the date first above written.
OPTIONEE: TEAM AMERICA CORPORATION
/s/Steven Cash Nickerson By: /s/Richard C. Schilg
- ----------------------------- ----------------------------------------
Steven Cash Nickerson Richard C. Schilg, Chairman, President
and Chief Executive Officer
Option to Purchase 180,000 Shares
