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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. 2)*
TEAM America Corporation
(Name of Issuer)
Common Shares, without par value
(Title of Class of Securities)
878153 10 5
(CUSIP Number)
Craig R. Culbertson, One IBM Plaza, Chicago, Illinois 60611 (312) 222-9350
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 23, 1999
(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 //.
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Rule 13D-7(b) 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" or 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).
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)x
3 SEC Use Only
4 Source of Funds (See Instructions): 00 and BK
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
6 Citizenship or Place of Organization United States
7 Sole Voting Power 1,448,544*#
NUMBER OF ------------------------------------------------------------
SHARES
BENEFICIALLY 8 Shared Voting Power -0-
OWNED BY ------------------------------------------------------------
EACH
REPORTING 9 Sole Dispositive Power 1,248,544
PERSON WITH
------------------------------------------------------------
10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,448,544*#
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
13 Percent of Class Represented by Amount in Row (11) 33.3%
14 Type of Reporting Person (See Instructions) IN
*Includes 174,000 immediately exercisable options held by Mr. Nickerson and 84,
459 shares held by Los Lobos, Inc., a company in which Mr. Nickerson is the
majority owner. It also includes 727,773 shares that Mr. Nickerson has an option
to purchase as more fully described herein.
#Includes 200,000 shares held by a private Team America Corporation shareholder
from whom Mr. Nickerson has received a fully revocable proxy to vote on all
matters in connection with any transaction involving the acquisition of a
majority of the Team America Corporation's stock or substantially all of its
assets.
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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:
101 Red Cedar #20, Incline Village, Nevada 89451
(c) Present occupation: Lawyer; Strauss Nickerson LLP,101 Red Cedar
#20, Incline Village, Nevada 89451
(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.
Item 3 is hereby amended to substitute the following for the
information previously reported:
Mr. Nickerson initially acquired Team America Corporation shares 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.
Mr. Nickerson and Global Employment Solutions, Inc. ("Global") currently intend
to use their efforts to secure sufficient equity and debt financing, on terms
acceptable to both Global and Mr. Nickerson, to complete the transactions
described herein. Currently, Mr. Nickerson and Global have no definitive
financing arrangements.
Item 4. PURPOSE OF THE TRANSACTION
Item 4 is hereby amended to substitute the following for the
information previously reported:
On July 27, 1999, Mr. Nickerson individually sent a letter to Team America
Corporation's chief executive officer, offering to purchase Team America
Corporation. Team America Corporation did not act in response to Mr. Nickerson's
initial letter.
On September 23, 1999, Mr. Nickerson and Global Employment Solutions, Inc.
("Global") agreed to work together to purchase and operate Team America
Corporation. As part of the agreement, Mr. Nickerson committed to transfer a
significant number of Team America
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Corporation shares to Global in exchange for a significant ownership interest in
Global if Globalis able to complete a purchase of Team America Corporation. Mr.
Nickerson and Global have made an offer to purchase and operate Team America
Corporation to Team America Corporation. The offer was subject to due diligence,
government approvals, compliance with government rules and regulations,
confirmation of acceptable financing and the execution of a definitive purchase
agreement.
On October 1, 1999, Team America Corporation publicly announced that its special
committee of the Board of Directors recommended to its Board of Directors and
its Board of Directors approved the offer made to Team America Corporation and,
subject to certain conditions and the completion of a definitive agreement,
would enter into a sale transaction with Global.
If the transaction is consummated, it is anticipated that Global and Mr.
Nickerson would be able to and would (i) make changes to the Board of Directors
and management of Team America Corporation; (ii) make changes to the Team
America Corporation Charter and by-laws; (iii) cause Team America Corporation's
common stock to be eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended. Except as set forth
herein, Global and Mr. Nickerson, have no present plans or intent that would
relate to or result in a sale or transfer of a material amount of assets of Team
America Corporation or any material change in Team America Corporation's
business. However, it is possible that in the future, Global and Mr. Nickerson
will change their plans and/or intentions.
Item 5. INTEREST IN SECURITIES OF ISSUER
Item 5 is hereby amended to substitute the following for the
information previously reported:
(a) Amount Beneficially Owned: 1,448,544 Shares*#; Percent of Class:
approximately 33.3%
(b) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote: 1,448,544 shares*#
(ii) Shared power to vote or direct the vote: -
(iii) Sole power to dispose or direct the disposition of: 1,248,544
(iv) Shared power to dispose of or direct the disposition of: ----
(c) On September 29, 1999, in connection with Mr. Nickerson's commitment to
transfer a significant number of Team America Corporation Shares to Global
Employment Solutions, Inc., Mr. Nickerson purchased an option to purchase up to
727, 773 additional shares of Team America Corporation for $7.00 a share. The
option becomes an obligation to purchase the shares upon the closing of a
purchase by Mr. Nickerson of Team America Corporation. Mr. Nickerson will
finance such purchases through financing arrangements to be established in the
future. Under the Option Agreement, Mr. Nickerson has the sole power to vote or
direct the vote and sole power to dispose or direct the disposition of the
Common Stock received until the end of the option period in all matters relating
to the acquisition of Team America Corporation. (d) Currently, Mr. Nickerson
only has the option to purchase 727,773 shares and the authority to vote such
shares during the option period. As a consequence, the current holders of such
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securities have the right to receive the receipt of dividends from, or the
proceeds from the sale of such securities. The holders of such shares are Mr.
Terry McCurdy and Mr. Byron McCurdy. (e) Not applicable.
* Includes 174,000 immediately exercisable options held by Mr. Nickerson and
84,459 shares held by Los Lobos, Inc., a company in which Mr. Nickerson is the
majority owner. It also includes 727, 773 shares that Mr. Nickerson has an
option to purchase as more fully described above. Mr. Nickerson has the
authority to vote such shares on all matters relating to the acquisition of Team
America Corporation during the option period. Global Employment Enterprises,
Inc. does not independently own any shares of Team America Corporation.
#Includes 200,000 shares held by a private Team America Corporation shareholder
from whom Mr. Nickerson has received a fully revocable proxy to vote on all
matters in connection with any transaction involving the acquisition of a
majority of the Team America Corporation's stock or substantially all of its
assets.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 is hereby amended to add the following at the end thereof:
On September 23, 1999, Mr. Nickerson and Global Employment Solutions,
Inc. ("Global") entered into an agreement. Under the terms of the agreement,
Global and Mr. Nickerson agreed to work together to jointly purchase and operate
Team America Corporation. Under the terms of the agreement, Mr. Nickerson
committed to transfer a significant number of Team America Corporation shares to
Global in exchange for a significant ownership interest in Global. Mr. Nickerson
and Global also made a joint offer to purchase and operate Team America
Corporation to Global. The offer is subject to due diligence, government
approvals, compliance with government rules and regulations, confirmation of
acceptable financing and the execution of a definitive purchase agreement.
On September 29, 1999, Mr. Nickerson purchased an option to purchase up
to 727, 773 additional shares of Team America Corporation for $7.00 a share. The
option becomes an obligation to purchase the shares upon the completion of a
purchase by Mr. Nickerson of Team America Corporation. Mr. Nickerson will
finance such purchases through financing arrangements to be established in the
future. Mr. Nickerson has the authority to vote such shares on all matters
relating to acquisition of Team America Corporation during the option period.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is hereby amended to add the following:
(3) Stock Option Agreement dated September 29, 1999.
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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, compete and correct.
Dated: October 1, 1999 /s/ S. Cash Nickerson
--------------------------
S. Cash Nickerson
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OPTION AGREEMENT
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This Option Agreement is entered into as of September 29, 1999, by and
between Byron G. McCurdy and Terry C. McCurdy (the "McCurdys") and Steven Cash
Nickerson ("Nickerson") under the following circumstances:
A. Nickerson has announced his intention to acquire TEAM America
Corporation ("TMAM") in a transaction the form of which has not yet been
determined (a "Transaction").
B. The McCurdys own 727.773 common shares of TMAM (the "McCurdys
Shares").
C. The McCurdys wish to sell their shares and they enter into this
Option Agreement, as means of facilitating such sale to Nickerson or others.
NOW, THEREFORE, FOR VALUABLE CONSIDERATION, THE RECEIPT AND
ADEQUACY OF WHICH ARE HEREBY ACKNOWLEDGED, NICKERSON AND THE
McCURDYS AGREE AS FOLLOWS:
1. The McCurdys, and each of them, hereby grant Nickerson, or his
assigns, an option (the "Option") to acquire the McCurdy shares at a price of
$7.00 per share all cash at closing (the "Option Price"). The Option shall be
exercisable by written notice to the McCurdys at any time prior to its
expiration. In such event, the McCurdys shall tender the McCurdy shares as
directed by Nickerson in connection with the closing of a transaction or
otherwise. Prior to the exercise of the Option, the McCurdys shall be entitled
to the benefit of any dividends, stock splits or stock dividends attributable to
the McCurdy Shares.
2. As consideration for the grant of the Option, Nickerson shall pay
the McCurdys a total of $1,000,00, which they shall allocate between themselves.
3. The Option shall expire 180 days from the date hereof, after which
it shall be of no force or effect (the "Option Period"). The Option will be
irrevocable during the Option Period. If the closing of a Transaction occurs
during the Option Period, Nickerson will purchase the McCurdy shares as provided
herein.
4. The McCurdys acknowledge and understand that as a result of
Nickerson's efforts, the price per share at which TMAM may be acquired will
likely exceed $7.00 and that Nickerson (by himself or with others) intends to
offer total consideration of as much as $7.75 per share for the TMAM stock.
Accordingly, the parties agree that the Option Price will be increased by 50% of
the amount, if any, by which the per share price ultimately paid by any person
or entity acquiring the TMAM shares in a Transaction exceeds $7.75.
5. Upon the payment of the Option Price, the McCurdys' employment with
TMAM and any precedessors and/or affiliates will be terminated. Additionally,
the McCurdys and Nickerson have agreed that the provisions set forth in Exhibit
A will become operative upon the closing of a Transaction. The McCurdys and
Nickerson have further agreed that upon the closing of a Transaction the
provisions in Exhibit B will be discussed in good faith.
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6. Upon the closing of a Transaction, the confidentiality and
non-compete provisions of the McCurdys employment contracts with TMAM and any
predecessors and/or affiliates shall be superseded by the confidentiality and
non-compete provisions set forth below:
a) The McCurdys, and each of them, agree that they will not
for a period of three (3) years from the closing of a Transaction, for
any reason, engage or participate, directly or indirectly, either as
principal, agent, employee, consultant or in any other individual or
representative capacity whatsoever, in the operation, management or
ownership of any business, firm, corporation, association, other entity
engaged in the PEO or related software business at any time during the
three (3) year period stated herein (1) within the State of Idaho, or
(2) within a 50 mile radius of any office of TMAM (or any of its
affiliates) which accounts for twenty-five percent (25%) or more of the
aggregate revenue of TMAM; and
b) The McCurdys, and each of them, agree that they will not
for a period of three (3) years from the closing of a Transaction, for
any reason, directly or indirectly, for themselves or in conjunction
with or on behalf of any other individual or entity, solicit, divert,
take away or endeavor to take away from TMAM or any of its affiliates
any client/customer, account or employee of TMAM or any of its
affiliates existing at any time during the term stated herein, except
as set forth in Exhibit C.
7. Each of the McCurdys hereby constitute and appoint Nickerson as
their true and lawful attorney-in-fact for them in their name, place and stead
to vote as their proxy the McCurdy Shares in connection with any transaction
which involves the acquisition of a majority of the stock of TMAM by any person
or entity. This proxy shall be irrevocable during the Option Period and shall
expire on the termination thereof.
8. Subject to due diligence and final review of existing agreements,
the McCurdys and TMAM shall release each other from all obligation and claims
other than as set forth in this agreement; provided if in good faith the parties
cannot agree on the ultimate terms of such release, the other provisions of this
agreement shall not be invalidated. The parties shall negotiate in good faith
any indemnity obligation arising from the Pinecrest Diner suit. The McCurdys
represent and warrant that they are not aware of any facts or circumstances
which in the ordinary course of business are likely in result in any claims
against TMAM.
9. Prior to the closing of a Transaction, the acquiring entity or
individuals shall approve the terms of this Agreement in writing or this option
and proxy shall terminate.
10. This Agreement may not be assigned by Nickerson without the written
consent of McCurdys, however, Nickerson may assign this Agreement to any entity
in which he owns a controlling interest without such written approval.
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11. This Option Agreement shall be construed under the laws of the
State of Nevada.
------------------------------
BYRON McCURDY
------------------------------
TERRY McCURDY
------------------------------
STEVEN CASH NICKERSON
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EXHIBIT A
Subject to the closing of a Transaction, the McCurdys and Nickerson have agreed
to the following post-closing arrangements;
1) All right, title and interest in the Aspen Consulting
Group, Inc. name and logo will be transferred to the McCurdys.
2) All right, title and interest in the laptop computers
currently in the McCurdys possession will be transferred to
the McCurdys.
3) All right, title and interest in the office furniture
currently in the McCurdy offices will be transferred to the
McCurdys.
4) The McCurdys may use the 125 plan, Great Plains and Access
software that was used prior to the conversion to TEAMDirect,
provided however, that TMAM is not currently using said
software. The McCurdys shall own the 125 plan software,
provided that under no circumstances shall the TeamDirect
software be considered infringing upon the 125 plan software.
5) The McCurdys may purchase the vehicles currently in their
possession at the loan balance or may assume the leases on
said vehicles.
6) All right, title and interest in the old phone system
currently stored in boxes will be transferred to the McCurdys.
7) The McCurdys shall consult with TMAM, in TMAM's discretion,
at an hourly rate of $100.
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EXHIBIT B
Subject to the closing of a Transaction, the McCurdys and Nickerson have agreed
to discuss the following post-closing arrangements: the possibility that the
McCurdys may:
1) administer TEAMAmerica West's 401(k) plan.
2) rent the office space they are currently occupying.
3) use plan books, human resource books and TMAM libraries.
4) negotiate with Mucho.com for the opportunity to offer 125
plan software, 125 plan administrative services, third-party
pension administration services, copies and mortgage loans
through Mucho.com.
5) market TEAMDirect on a commission structure.
6) have input on the their transition out of TMAM in order to
minimize any potentially negative impact on TEAMAmerica West's
clients and to preserve the McCurdys reputations.
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EXHIBIT C
NOTWITHSTANDING, the provisions of paragraph 6:
1) The McCurdys may act as consultants in the PEO industry
provided it is not done in direct competition with TMAM or any
of its affiliates and provided that Nickerson receives written
notification of any such consulting arrangements.
2) The McCurdys may act as administrators for 125 plans and
401(k) plans.
3) The McCurdys may continue to do general ledger work for
existing TMAM clients.
4) The McCurdys may act as non-PEO consultant provided that
such consulting is not with or for a business that is in
direct competition with TMAM.
5) The McCurdys may continue to do 125 plan work for non-PEO
clients currently done through TEAMAmerica West, Inc., and may
use the 125 plan software referred to in Exhibit A for such
purpose.
6) The McCurdys may assume the management contract for
Intermountain Orthopedic Clinic.
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