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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. ________)*
TEAM America Corporation
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(Name of Issuer)
Common Shares, without par value
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(Title of Class of Securities)
878153 10 5
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(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)
October 31, 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>
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CUSIP NO. 878153 10 5 PAGE 2 OF 6 PAGES
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<S> <C> <C>
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
Terry C. McCurdy
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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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 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
356,364
NUMBER OF -------------------------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH -------------------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
356,364
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
356,364
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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)
7.62%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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 membership 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)(1) in which case it may 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: Terry C. McCurdy
(b) Address of Principal Business Office, or, if none, Residence:
212 Second Avenue West, Twin Falls, Idaho 83301
(c) Present Occupation: Vice President of Marketing for Aspen Consulting,
Inc., a subsidiary of Issuer, 212 Second Avenue West, Twin Falls, Idaho
83301
(d) Criminal convictions: Not applicable
(e) Civil proceedings: Not applicable
(f) Citizenship: Mr. McCurdy 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 Aspen Consulting Group, Inc.
Mr. McCurdy was a shareholder of Aspen Consulting Group, Inc. and received
shares of TEAM America Corporation in exchange for his shares of Aspen
Consulting Group, Inc.
Item 4. Purpose of Transaction
Mr. McCurdy 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: 356,364 shares; Percent of Class: 7.62%
(b) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote: 356,364 shares
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:
356,364 shares
(iv) Shared power to dispose or to direct the disposition of:
0 shares
(c) Transactions effected by Mr. McCurdy: 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. McCurdy 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 (October 31, 1997). The total amount
of options under the agreement is 159,702 with an exercise price of $10.50.
Item 7. Material to be filed as Exhibits.
Attached as Exhibit A is a copy of a stock option agreement entered
into between Mr. McCurdy 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/Terry C. McCurdy
------------------------------
Terry C. McCurdy
Page 4 of 4 Pages
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EXHIBIT A
TEAM AMERICA CORPORATION
STOCK OPTION AGREEMENT
----------------------
Effective as of October 31, 1997 (the "Effective Date"), TEAM America
Corporation (the "Company") hereby grants to Terry C. McCurdy (the "Optionee")
an option (the "Option") to purchase 159,702 shares of its common stock, without
par value (the "Option Shares"), at a price of $10.50 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:
<TABLE>
<CAPTION>
Years of Employment Total
After the Effective Date Vested Percentage
------------------------ -----------------
<S> <C>
1 20%
2 40%
3 60%
4 80%
5 100%
</TABLE>
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
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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 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
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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.
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
<PAGE> 8
and conditions of any written agreement the Optionee may have from time to time
with the 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/Terry C. McCurdy By: /s/Richard C. Schilg
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Terry C. McCurdy Richard C. Schilg, Chairman,
President and Chief Executive Officer
Option to Purchase 159,702 Shares
