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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: JULY 28, 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 July 28, 1999, TEAM American Corporation (the "Company") issued a
press release announcing the Company's receipt of 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 July 28, 1999, entitled "TEAM
America Receives Offer to Buy Company."
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: July 28, 1999
By: /s/Michael R. Goodrich
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Michael R. Goodrich, Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
99 Press release, dated July 28, 1999, entitled "TEAM
America Receives Offer to Buy Company."
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Exhibit 99
NEWS RELEASE
FOR IMMEDIATE RELEASE
CONTACT: KEVIN T. COSTELLO (614) 848-3995
TEAM AMERICA CORPORATION RECEIVES OFFER TO BUY COMPANY
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WORTHINGTON, Ohio, July 28, 1999 /TEAM America Corporation (Nasdaq:
TMAM) received an offer to purchase all of its outstanding shares of common
stock from an investor group lead by S. Cash Nickerson, a director and
shareholder of TEAM America. On July 28, 1999, Mr. Nickerson filed a Schedule
13D with the Securities and Exchange Commission indicating his intent to acquire
TEAM America on behalf of the investor group. Under the terms of the offer,
shareholders would receive approximately $6.00 per share, payable either in cash
or in cash and securities of MuchoCode.com, Inc.
Kevin T. Costello, President and Chief Executive Officer of TEAM
America, said "TEAM America will have no comment regarding Mr. Nickerson's offer
until such time as our Board of Directors has had a chance to evaluate the offer
in light of our current strategic plan."
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 Bay, 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] .
Statements in this news release that are not historical facts are forward-
looking statements. It is important to note that the Company's actual results
could differ materially from those projected in such forward-looking statements.
Additional information concerning factors that could cause actual results to
differ materially from those suggested in the forward-looking statements is
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contained under the caption "Business-Risk Factors" in the Company's Annual
Report on Form 10-K for the year ended December 31, 1998 filed with the
Securities and Exchange Commission, as the same may be amended from time to
time. Forward-looking statements are not guarantees of performance. They involve
risks, uncertainties and assumptions. The future results and shareholder values
of the Company may differ materially from those expressed in these
forward-looking statements. Many of the factors that will determine these
results and values are beyond the Company's ability to control or predict.
Shareholders are cautioned not to put undue reliance on forward-looking
statements. In addition, the Company does not have any intention or obligation
to update forward-looking statements after the date hereof, even if new
information, future events, or other circumstances have made them incorrect or
misleading. For those statements, the Company claims the protection of the safe
harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995.
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