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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT: SEPTEMBER 10, 1998
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TEAM AMERICA CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Ohio 0-21533 31-1209872
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(STATE OR OTHER (COMMISSION FILE NO.) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
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110 E. Wilson Bridge Road
Worthington, Ohio 43085
(614) 848-3995
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER
INCLUDING AREA CODE OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
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Not Applicable
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER ITEMS.
On September 10, 1998, TEAM America Corporation, an Ohio corporation
(the "Company"), issued a press release announcing that the Company's Board of
Directors has authorized the Company to repurchase up to 200,000 shares of its
outstanding common stock during the next twelve months. In addition, the Company
announced that it expects that earnings for the third and fourth quarters of
1998 will not meet analysts' expectations. The press release is included as
Exhibit 99 to this Form 8-K and is incorporated herein by this reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS.
Exhibit No. Description
99 Press release, dated September 10, 1998, entitled
"TEAM America Corporation Board of Directors
Authorizes 200,000 Share Buyback."
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TEAM AMERICA CORPORATION
Date: September 11, 1998 By: /s/Michael R. Goodrich
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Michael R. Goodrich, Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
99 Press release, dated September 10, 1998,
entitled "TEAM America Corporation Board of
Directors Authorizes 200,000 Share Buyback."
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Exhibit 99
TEAM AMERICA CORPORATION BOARD OF DIRECTORS AUTHORIZES 200,000 SHARE BUYBACK
WORTHINGTON, Ohio, September 10, 1998...TEAM America Corporation (NASDAQ NMS:
TMAM), a professional employer organization ("PEO"), announced today that the
Board of Directors has approved a program to repurchase up to two hundred
thousand shares of the Company's common stock. Purchases would be made from time
to time depending upon the Company's stock price. Purchases will be primarily
made in the open market but may also be made through privately negotiated
transactions. There are currently 4,865,000 shares outstanding, of which more
than 50% are held by senior management.
TEAM America has realized a 163% growth through eight acquisitions and mergers
in the last year. The Company has been working to consolidate these acquisitions
and the process is being made possible through the recent implementation of its
newest software product, TEAM Direct. The Company has reduced corporate staff by
7% as it introduces the new software in the acquired locations in third and
fourth quarter. Also, the Company announced on September 1, 1998 the Company
would be marketing TEAM Direct to the PEO industry. The Company expects that it
will incur additional costs associated with developing, marketing and
introducing TEAM Direct. Because the Company will not see the benefits of the
implementation of TEAM Direct into the acquisitions until later in 1998 and
because revenues from TEAM Direct licensing are not expected until early 1999,
the Company expects that earnings for the third and fourth quarters of 1998 will
not meet analysts expectations.
In making its decision to buy back shares, Chairman and CEO Richard C. Schilg
said, "The board felt that the recent slide in small cap stocks, and more
specifically the staffing industry sector, has led to an artificial devaluation
of the company unrelated to its fundamental strengths, especially in light of
the internal operating efficiencies expected to be derived when TEAM Direct is
fully implemented and the expected incremental revenues and earnings to be
derived from marketing TEAM Direct to outside users. Staffing industry stocks,
like many others, have been adversely affected by international conditions.
Ironically, the PEO industry serves domestic small businesses, the vast majority
of which has little or no international exposure."
"The Board also believes that there is a misperception that TEAM America is in
the temporary help industry. TEAM America, while often categorized in the
general staffing industry, is in the PEO industry" said Kevin Costello,
President and COO. TEAM America, as a PEO, relieves client businesses of the
administrative responsibilities and many of the liabilities of being an employer
by outsourcing human resource, payroll, benefits, and employment liability and
placement functions so they can focus on their core business.
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"In an economic downturn our human resource services become more valuable as
businesses need assistance in evaluating, reorganizing and terminating
personnel" said S. Cash Nickerson, JD, MBA and Chief Marketing Officer.
"Economic downturns and uncertainties lead to an increase in employment claims
and litigation. Recent US Supreme Court rulings have increased the potential of
sexual harassment claims and combined with the potential cost savings in
employee benefits and workers' compensation for our small business clients
increase the demand for PEO services. TEAM America, by combining the 15,000
employees of our over 1,500 small business clients, is able to negotiate for
lower premiums which in an economic downturn assists clients with their bottom
line profits."
TEAM America has offices in Columbus, Cleveland, Dayton, Dover and Cincinnati,
Ohio; Indianapolis, Indiana; Orlando, Florida; Chicago, Illinois; San Diego, Los
Angeles, San Francisco Bay and Silicon Valley areas of California; Troy,
Michigan; Twin Falls, Boise and Idaho Falls, Idaho; Salt Lake City and Orem,
Utah; Portland and Redmond, Oregon; Stevensville, Montana; Corinth, Mississippi;
and Selmer, Tennessee.
Certain statements contained in this press release including, without
limitation, statements containing the words "believes," "anticipates,"
"intends," "expects," and words of similar import, constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act.
Such forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause the actual results, performance or achievements
of the Company or the PEO industry to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the following:
(i) potential for unfavorable interpretation of government regulations relating
to labor, tax, insurance and employment matters; (ii) changes in the laws
regulating collection and payment of payroll taxes and employee benefits,
including 401(k) plans; (iii) potential loss of qualified status for the
Company's 401(k) plan as a result of request by Internal revenue Services
("IRS") for Tax Advice Memorandum ("TMAM"); (iv) general market conditions,
including demand for the Company's products and services, competition and price
levels or adverse economic developments in Ohio where a substantial portion of
the Company's business is concentrated; (v) the Company's ability to offer is
services in states other than Ohio where it has little or no market penetration;
(vi) higher than expected workers' compensation claims, increases in rates, or
changes in applicable laws or regulations; (vii) the level and quality of
acquisition opportunities available to the Company and the ability to properly
manage growth when acquisitions are made; (viii) short-term nature of client
agreements and the financial condition of the Company's clients; (ix) liability
for employment practices of clients; and (x) additional regulatory requirements
affecting the Company.
TEAM America's corporate offices are located at 110 E. Wilson Bridge Road,
Worthington, Ohio 43085. Phone: (614) 848-3995; FAX: (614) 848-7639: Toll Free:
(800) 962-2758. World Wide Web Address: www.teamamerica.com
/CONTACT: Richard Schilg of TEAM America, (614) 848-3995
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