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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 Stock, no par value
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(Title of Class of Securities)
878153 10 5
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(CUSIP Number)
Ron P. Saunders, Global Employment Solutions, Inc.,
14142 Denver West Parkway, Suite 350, Golden, CO 80401, (303) 216-9500,
and Steven S. Siegel, Brownstein Hyatt & Farber, P.C.,
410 Seventeenth Street, Suite 2200, Denver, CO 80202, (303) 223-1100
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 23, 1999
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13-d-1(e), 240.13-d-1(f) or 240.13-d-1(g),
check the following box. / /
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Sections 240.13d-7 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 the
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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
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CUSIP No. 878153 10 5 13D Page 2 of 5
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Global Employment Solutions, Inc. / 84-1453033
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2. Check the Appropriate Box if a Member of a Group (See Instructions).
(a) / /
(b) /X/
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3. SEC Use Only
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4. Source of Funds (See Instructions) BK, WC, and OO
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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 of America/
Colorado Corporation
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Number of 7. Sole Voting Power - 0 - *
Shares
Beneficially 8. Shared Voting Power - 0 - *
Owned
by Each 9. Sole Dispositive Power - 0 - *
Reporting
Person With: 10. Shared Dispositive Power - 0 - *
* To the best knowledge of Global Employment Solutions Inc. ("Global"), none
of the officers and directors of Global own any shares of TEAM America
Corporation's common stock.
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11. Aggregate Amount Beneficially Owned by Each Reporting Person - 0 -
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12. Check 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) - 0 -
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14. Type of Reporting Person (See Instructions) CO
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Page 3 of 5
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Information Statement Pursuant to Rules 13d-1 and 13d-2
ITEM 1. SECURITY AND ISSUER
(a) Title of Class of Securities: Common Stock, no par value
(b) Name of Issuer: TEAM America Corporation
(c) Address of Issuer's Principal Executive Offices: 110 E. Wilson
Bridge Road, Worthington, OH 43085
ITEM 2. IDENTITY AND BACKGROUND
(a) Name: Global Employment Solutions, Inc.
(b) State of Incorporation: Colorado
(c) Principal Business: Employment and human resource
management services
(d) Address of Principal Office: 14142 Denver West Parkway,
Suite 350, Golden, CO 80401
(e) Criminal Proceedings: None
(f) Civil Proceedings: None
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Global Employment Solutions, Inc. ("Global") and S. Cash Nickerson,
an individual who recently reported "beneficial ownership" of 1,448,544
shares (33.3%) of TEAM America Corporation's common stock, 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, Global and Mr. Nickerson have no definitive
financing arrangements.
ITEM 4. PURPOSE OF TRANSACTION
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, Global and Mr. Nickerson entered into a
nonbinding memorandum of understanding in which Global and Mr.
Nickerson 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 Corporation shares to
Global in exchange for a significant ownership interest in Global if
Global is able to complete a purchase of Team America Corporation.
Global and Mr. Nickerson 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.
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Page 4 of 5
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; and (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 Global and Mr. Nickerson will change their plans and/or
intentions in the future.
For a description of other arrangements entered into by Mr.
Nickerson, refer to Amendment No. 2 to Mr. Nickerson's Schedule 13D, as filed
with the Securities and Exchange Commission on October 1, 1999.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Amount beneficially owned: - 0 - * Percent of class: - 0 - *
(b) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: - 0 - *
(ii) Shared power to vote or to direct the vote: - 0 - *
(iii) Sole power to dispose or to direct the disposition of: - 0 - *
(iv) Shared power to dispose or to direct the disposition of:- 0 - *
* To the best knowledge of Global, none of the officers and
directors of Global own any shares of TEAM America Corporation's
common stock.
(c) On September 23, 1999, Global and Mr. Nickerson entered into a
nonbinding memorandum of understanding in which Global and Mr. Nickerson 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 Corporation shares to Global in exchange for a significant ownership
interest in Global if Global is able to complete a purchase of Team America
Corporation. Global and Mr. Nickerson 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.
For a description of other arrangements entered into by Mr.
Nickerson, refer to Amendment No. 2 to Mr. Nickerson's Schedule 13D, as filed
with the Securities and Exchange Commission on October 1, 1999.
INSTRUCTION: For computations regarding securities which
represent a right to acquire an underlying security,
see Rule 13d-3(d)(1) and the note thereto.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the
following / /
On September 23, 1999, Global and Mr. Nickerson entered into a
nonbinding memorandum of understanding in which Global and Mr.
Nickerson 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 Corporation shares to
Global in exchange for a significant ownership interest in Global if
Global is able to complete a purchase of Team America Corporation.
Global and Mr. Nickerson 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.
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Page 5 of 5
For a description of other arrangements entered into by Mr.
Nickerson, refer to Amendment No. 2 to Mr. Nickerson's Schedule 13D, as filed
with the Securities and Exchange Commission on October 1, 1999.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Memorandum of Understanding, dated as of September 23, 1999.
SIGNATURE
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.
October 4, 1999
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Date
/s/ RON P. SAUNDERS
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Signature
RON P. SAUNDERS/PRESIDENT, CHIEF EXECUTIVE OFFICER AND
CHAIRMAN OF THE BOARD
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Name/Title
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
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MEMORANDUM OF UNDERSTANDING
This non-binding Memorandum of Understanding ("MOU") dated as of September 23,
1999 is by and among Fasturn, Inc., a Nevada corporation ("Fasturn"), and a
wholly-owned subsidiary of S. Cash Nickerson ("Nickerson" on behalf of himself
and certain other shareholders (the "Shareholders"), and Global Employment
Solutions, Inc. ("Global"), a Colorado corporation.
RECITALS
WHEREAS, Nickerson, a director and a current owner of more than 10% of the
outstanding shares of common stock of Team America Corporation, no par value
("TEAM"), has expressed an interest to TEAM's management in purchasing all of
the outstanding capital stock of Team (the "Team Stock");
WHEREAS, Global also has an interest in purchasing all of the outstanding
TEAM Stock;
WHEREAS, prior to the consummation of the transactions contemplated hereby,
Nickerson shall contribute all of the Team Stock owned by him to Fasturn; and
WHEREAS, the parties now desire to work together to jointly purchase and
operate TEAM pursuant to the terms more fully set forth below.
NOW THEREFORE, for and in consideration of the foregoing premises, the
parties hereto agree as follows:
1. PURCHASE OF TEAM. Global and Fasturn shall jointly prepare and submit a
mutually agreeable offer for Global's purchase (through a merger or otherwise,
the "Purchase") of all of the outstanding shares of TEAM Stock (the "Joint
Offer") to TEAM or its representatives no later than the close of business on
Tuesday, September 21, 1999. The purchase price in the Offer shall not exceed,
in aggregate, $7.75 per share (the "Per Share Purchase Price") without the prior
written consent of Global and Fasturn. Such Offer shall be subject to due
diligence; government approvals; compliance with applicable Securities and
Exchange Commission ("SEC") rules and regulations; receipt of financing
acceptable to Global and Fasturn; and the execution of a definitive purchase
agreement between Global and TEAM acceptable to Fasturn and incorporating the
terms hereof and other customary terms and conditions.
2. FINANCING OF PURCHASE. The parties acknowledge and agree that any Joint
Offer shall be subject to the receipt of debt and equity financing by Global on
terms acceptable to each party. Commitment letters for such financing shall be
secured by Global as part of the definitive agreement with Team.
3. CONTRIBUTION TO GLOBAL. Immediately after completion of the Purchase and
subject to the terms of a TRANSFER AND EXCHANGE AGREEMENT, Fasturn and the
Shareholders (whose identity and number of shares contributed will be
determined by Fasturn in its sole discretion but shall be subject to Global's
approval as to the number of persons and applicable law) will transfer at least
750,000
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shares of TEAM Stock valued at the Per Share Purchase Price to Global in
exchange for 848,540 shares of Global's convertible preferred stock valued at a
price of $6.85 per share (the "Global Stock"). After such transfer and exchange
(the "Transfer"), Fasturn and the Shareholders will hold 848,540 shares of
Global Stock (valued at $6.85 each) and representing no less than [TBD]. All
Global Stock and options to purchase Global Stock shall be subject to the
existing agreements generally applicable to Global Stock between Global's
stockholders and to Global's credit agreements.
4. MANAGEMENT. Immediately upon consummation of the transactions contemplated
by paragraph 3, Global shall cause:
a. Nickerson to be elected as a director and appointed Co-Chairman of the
Board of Directors of Global (the "Co-Chairman") for a term of no less than 2
years. For service as Co-Chairman, Nickerson shall be paid $30,000 per year.
For his strategic oversight services regarding TEAM's California operations,
Nickerson shall be paid $90,000 per year. Nickerson shall be a consultant to,
and not an employee of, Global. Nickerson may not be removed as a director
other than for cause. Removal as Chairman and as a consultant to Global shall
be as agreed upon in the definitive agreements.
Nickerson acknowledges that in the event any director has any interest in any
transaction with Global, such director shall recuse himself from discussions
over such transaction. Global acknowledges that it intends to divest its
current Internet application business (i.e. HR Library and Career Magazine) and
to explore Internet enablement for Global's PEO business.
b. Kevin Costello ("Costello") to be elected as a director of Global for a
term of no less than 2 years.
c. Promptly following the Purchase, a special committee of Global's Board
of Directors to be established with responsibility for subsequent PEO
acquisitions by Global. Such committee shall consist of 2 designees of KRG
Capital, LLC, Ron Saunders, Nickerson and Costello. 4 of the 5 members of the
committee must approve any subsequent PEO acquisition, which approval would then
be sent to Global's Board of Directors for approval. Subject to their continued
service as a director, neither Nickerson nor Costello shall be removed from such
committee for 2 years.
d. Global to take all actions necessary, including amending the Global
Certificate of Incorporation or bylaws, to limit the number of directors on the
Global Board of Directors to nine (9) prior to a public offering.
e. Costello to be appointed a senior officer of Global and President of
the PEO Division of Global for a term of no less than three (3) years, subject
to the terms of an EMPLOYMENT AGREEMENT between Global and Costello. Global
shall either honor Costello's existing employment agreement with Team or enter
into a new Employment Agreement which is mutually acceptable to Global and
Costello.
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5. OPTIONS. Global's capital structure as of the date hereof is as set forth
on EXHIBIT A. Based on such capital structure, following the Transfer, up to
[TBD] percent of the outstanding Global Stock (I.E. [TBD] shares) shall be
subject to options to certain Global executives granted by Global's Board of
Directors. Nickerson and Costello shall be granted options to purchase up to
[TBD] shares of Global Stock on the date of the Transfer at a purchase price of
[TBD] per share. Such options shall be subject to the terms of Global's stock
option plan, a STOCK OPTION AGREEMENT and the other documents governing Global
Stock.
6. UNWIND IN EVENT OF UNSUCCESSFUL OFFER. In the event that the Offer is not
accepted by TEAM and no acceptable alternative agreement between the parties and
TEAM can be reached within three months of the date hereof or either party
elects to terminate this MOU for any reason whatsoever, this MOU shall terminate
and be of no further force and effect. If the Offer is not accepted or this MOU
is terminated, no transfer or exchange of TEAM Stock and Global Stock will occur
between Fasturn and the Shareholders and Global, and no other the other
transactions contemplated hereby shall be implemented.
7. SALE OF GLOBAL STOCK. After the Transfer, the Global Stock issued to
Fasturn and the Shareholders shall be entitled to the same redemption rights as
the existing preferred stockholders of Global have generally. Such redemption
rights shall be co-terminous with such rights of the preferred stockholders.
8. TRANSACTION FEE. Global shall cause KRG to pay to Fasturn one half of any
and all fees earned by KRG in connection with the Offer and Purchase. In no
event, however, shall pay Fasturn less than $200,000.
9. CONSTRUCTION. This MOU has been negotiated by the parties and their
respective counsel and will be fairly interpreted in accordance with its terms
and without any strict construction in favor or against any of the parties.
10. PUBLICITY. No party shall issue any press release or make any public
announcement relating to the subject matter of this MOU without the prior
written consent of the other parties; provided, however, that any party may make
any public disclosure it believes in good faith is required by applicable law
concerning its securities or under the Securities Exchange Act of 1934, as
amended, in which case the party disclosing information shall advise the other
party prior to such disclosure.
11. GOVERNING LAW. This MOU will be construed and interpreted in accordance
with and governed by the laws of the State of Colorado without giving effect to
any choice or conflict of law provision or rule that would cause the application
of the laws of any jurisdiction other than the State of Colorado.
12. AMENDMENTS. This MOU may be modified only by written amendment executed by
each of the parties hereto.
13. SEVERABILITY. If any provision of this MOU will be held to be illegal,
invalid or
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unenforceable, the parties agree that such provision will be enforced to the
maximum extent permissible so as to effect the intent of the parties, and the
validity, legality and enforceability of the remaining provisions of this MOU
will not in any way be affected or impaired thereby.
14. COUNTERPARTS. This MOU may be executed in two or more counterparts, each
of which will be binding as of the date first written above, and all of which
will constitute one in the same instrument.
15. ENTIRE AGREEMENT. The provisions of this MOU and the documents referred to
herein set forth the entire agreement and understanding among the parties as to
the subject matter hereof, and supersede all prior agreements, oral or written,
and all other prior communications among the parties relating to the subject
matter hereof. This MOU contemplates further agreements (including, a Transfer
and Exchange Agreement, a Consulting Agreement, an Employment Agreement and a
Stock Option Agreement) between the parties and the parties agree to cooperate
with each other to negotiate any an all such agreements in good faith. Although
this is a non-binding MOU, the parties understand that upon the execution of
this MOU, they shall be contractually bound to proceed in good faith and no
party shall do anything which tends to deprive the other of the benefits of this
MOU.
16. NON-BINDING AGREEMENT. Notwithstanding anything contained in this MOU to
the contrary, this is a non-binding MOU. This MOU may be terminated at any time
by either party for any reason whatsoever. Neither party shall have any
obligation to consummate the transactions contemplated hereby until such time,
if any, as the definitive agreements contemplated hereby are executed by the
parties. The parties acknowledge that Global's obligations will be expressly
conditioned upon (i) receipt of Global's board approval, (ii) to the extent
required, Global stockholder approval, and (iii) satisfactory completion of
Global' due diligence of Team, Nickerson and Fasturn. The parties also
acknowledge that Fasturn's and Nickerson's obligations will be expressly
conditioned upon Nickerson's satisfactory completion of due diligence of Global,
including without limitation the terms of Global's existing stockholder
arrangements.
17. EXPENSES. Except as otherwise provided in this MOU if transactions
contemplated hereby or thereby are consummated, all costs and expenses
(including the fees and expense of any attorneys and accounts or other
intermediaries) incurred in connection with the transactions contemplated by
this MOU will be paid by Global.
18. NOTICES. All notices that are required or permitted hereunder will be in
writing and will be sufficient if personally delivered or sent by facsimile
message or nationally recognized courier service. Any notices will be deemed
given upon the earlier of the date when received at, or the business day after
the business day it was sent by a nationally recognized courier service, or the
day after the date when sent by facsimile to, the address or facsimile number
set forth below, unless such address or facsimile number is changed by notice to
the other parties, and will be delivered by hand or courier service, mailed or
sent by telegraph or communications equipment of the sending party as follows:
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Global:
14142 Denver West Parkway
Suite 360
Golden, CO 90401
Attn: Ron Saunders
(303) 216-9553 (facsimile)
(303) 216-9500
with a copy to:
KRG Capital, LLC
1515 Arapahoe Street
Tower One, Suite 1500
Denver, CO 80202
Attn: Charles Gwirtsman
(303) 390-5015 (facsimile)
(303) 390-5019
Fasturn and Nickerson:
Steven Nickerson
3717 Mt. Diablo Boulevard, Suite 200
Lafayette, CA 94559
925-299-8563 (facsimile)
925-299-8565
19. RELATIONSHIP OF THE PARTIES. Nothing contained in this Agreement will be
deemed to create a partnership among the parties or any of their affiliates.
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IN WITNESS WHEREOF, the parties hereto have set their signatures below.
FASTURN, INC.
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By:
Its:
STEVEN CASH NICKERSON
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GLOBAL EMPLOYMENT SOLUTIONS, INC.
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By:
Its:
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