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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: SEPTEMBER 27, 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 September 27, 1999, TEAM America Corporation, an Ohio corporation
(the "Company"), issued a press release announcing the Company's receipt of a
new 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 September 27, 1999,
entitled "TEAM America Corporation Acknowledges
New 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: September 27, 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 September 27, 1999,
entitled "TEAM America Corporation
Acknowledges New Buy-Out Offer"
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Exhibit 99
TEAM AMERICA CORPORATION ACKNOWLEDGES NEW BUY-OUT OFFER
WORTHINGTON, Ohio, Sept. 27 /PRNewswire/ -- TEAM America Corporation (Nasdaq:
TMAM) announced today that the Special Committee to the Board of Directors has
received 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.,
controlled by KRG Capital Partners LLC, a private equity investment firm located
in Denver, Colorado, in combination with Fasturn, Inc. a Nevada corporation
wholly owned by S. Cash Nickerson. This offer also supercedes the prior offer
made on August 27, 1999 by Mr. Nickerson, which expired on September 17, 1999.
The Special Committee will review the offer and determine whether the offer is
in the best interests of its shareholders in light of the Company's business
opportunities, prospects, and financial performance.
The Special Committee is being advised by the investment banking firm of Raymond
James and Associates on this matter and in the evaluation of strategic
alternatives for TEAM America. The law firm of Porter, Wright, Morris & Arthur
LLP is also advising the Committee on this matter.
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: http://www.teamamerica.com ; E-Mail:
[email protected]
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