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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: OCTOBER 1, 1999
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)
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)
Not Applicable
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER ITEMS.
On October 1, 1999, TEAM America Corporation, an Ohio corporation (the
"Company"), issued a press release announcing that the Company's Board of
Directors has approved an offer to purchase all of its outstanding shares of
common stock. 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 October 1, 1999, entitled "TEAM
America Corporation's Board of Directors Approves
Buy-Out Offer"
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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: October 1, 1999 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 October 1, 1999, entitled "TEAM
America Corporation's Board of Directors Approves
Buy-Out Offer"
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Exhibit 99
TEAM AMERICA CORPORATION'S BOARD OF DIRECTORS APPROVES BUY-OUT OFFER
WORTHINGTON, Ohio, Oct. 1 -- TEAM America Corporation (Nasdaq) announced today
that the Board of Directors, upon recommendation by the Special Committee, has
approved an offer to purchase all of its outstanding shares of common stock at a
price of $7.75 per share in cash from Global Employment Solutions, Inc., an
entity controlled by KRG Capital Partners LLC, a private equity investment firm
located in Denver, Colorado, in combination with Fasturn, Inc., a Nevada
corporation controlled by S. Cash Nickerson. The terms and conditions of the
buy-out offer are subject to the negotiation of a definitive purchase agreement.
Kevin T. Costello, President and Chief Executive Officer of TEAM America, stated
that "the Board of Directors has thoroughly reviewed this offer and determined
it to be in the best interest of our shareholders in light of current PEO
industry performance. We are very excited about the opportunities that this
arrangement will bring to the employees and clients of the companies." The
parties expect a definitive agreement will be executed by mid-November.
TEAM America Corporation is a professional employer organization ("PEO").
Through its "Partnering in Employment" arrangement with its clients, TEAM
America provides outsourcing to small and medium sized businesses in the areas
of human resource administration, regulatory compliance management, employee
benefits administration, risk management services and employer liability
protection, payroll and payroll tax administration and placement services. As a
result, TEAM America relieves clients from these administrative responsibilities
and liabilities so they can focus on their core business strategies.
TEAM America has offices in Columbus, Cleveland, Dayton, Dover and Cincinnati,
Ohio; Orlando, Florida; San Francisco, Silicon Valley and San Diego, California;
Troy, Michigan; Twin Falls, Idaho; Salt Lake City, Utah; Stevensville, Montana;
Redmond, Oregon; Corinth, Mississippi and Selmer, Tennessee.
TEAM America's corporate offices are located at 110 E. Wilson Bridge Road,
Worthington, OH 43085. Phone: 614-848-3995; FAX: 614-848-7639; Toll Free:
800-962-2758. World Wide Web Address: www.teamamerica.com ; E-Mail:
[email protected]
