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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: APRIL 13, 2000
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 April 13, 2000, TEAM America Corporation, an Ohio corporation (the
"Company"), issued a press release announcing that Global Employment Solutions,
Inc., an entity controlled by KRG Capital Partners LLC, a private equity
investment firm located in Denver, Colorado, has terminated the definitive
Agreement and Plan of Merger entered into between the parties on February 7,
2000. Subsequent to Global's termination, Mucho.com, a Nevada Corporation
controlled by S. Cash Nickerson, a former director and officer of TEAM America,
made an offer to purchase all of the outstanding common stock of TEAM America at
a price of $6.75 per share, or approximately $29.4 million. TEAM America also
announced that it will record approximately $2.4 million in additional costs to
its financials for the year ended December 31, 1999, primarily due to 1999
expenses related to acquired entities and not the core business. In addition,
there were costs associated with medical and liability insurance programs,
payroll and payroll tax accruals. 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 April 13, 2000, entitled "TEAM
America Announces Termination of Purchase Agreement
with Global Employment Solutions and Receives 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: April 14, 2000 By: /s/ Thomas Gerlacher
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Thomas Gerlacher, Vice President
and Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
99 Press release, dated April 13, 2000, entitled
"TEAM America Announces Termination of Purchase
Agreement with Global Employment Solutions and
Receives New Buy-Out Offer"
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Exhibit 99
TEAM AMERICA ANNOUNCES TERMINATION OF PURCHASE AGREEMENT WITH GLOBAL
EMPLOYMENT SOLUTIONS AND RECEIVES NEW BUY-OUT OFFER
WORTHINGTON, Ohio, April 13 -- TEAM America Corporation (Nasdaq) announced today
that Global Employment Solutions, Inc., an entity controlled by KRG Capital
Partners, LLC, a private equity investment firm located in Denver, Colorado, has
terminated the definitive Agreement and Plan of Merger entered into between the
parties on February 7, 2000.
As a result of Global's termination, Mucho.com, a Nevada corporation controlled
by S. Cash Nickerson, a former director and officer of TEAM America, made an
offer to purchase all of the outstanding common stock of TEAM America at a price
of $6.75 per share, or approximately $29.4 million. TEAM America's Board of
Directors will review this new offer in light of market conditions, its current
strategic plan and other alternatives available to the Company.
TEAM America also announced that it will record approximately $2.4 million in an
accounting adjustment to its financials for the year ended December 31, 1999,
primarily due to expenses related to its acquisitions in 1997 and 1998. As a
result of the accounting adjustment, TEAM America will report a net loss for
1999 of approximately $410,000, or a loss of $.10 per share, compared to net
income of approximately $682,000, or $.14 per share, for the year ended December
31, 1998.
Kevin T. Costello, President and Chief Executive Officer of TEAM America, said,
"We are extremely disappointed by Global's decision to terminate the merger
agreement." Mr. Costello added, "Despite the accounting adjustment, we continue
to believe that TEAM America is a strong company, that the accounting
adjustments are historical and will have no impact on our future operations, and
we expect to post positive earnings for 2000. We are optimistic about our future
growth prospects and will continue to focus on providing our customers with the
same quality service we have provided them since 1986."
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.
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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] .
This press release contains statements that are not purely historical, and as
such are forward-looking statements under the federal securities laws. These
include forward-looking statements regarding management's intentions, plans,
hopes, beliefs, expectations or projections of the future, and include
statements in this document regarding: the Company's expectations for positive
earnings in 2000 (paragraph 3), the impact of the accounting adjustments on the
Company's future operations (paragraph 3), and the Company's expectation for its
continued growth prospects (paragraph 3). These forward looking statements
involve risks and uncertainties, including without limitation, whether the
Company's services will be accepted and adopted by the Company's customers and
prospective customers; whether the Company can successfully and profitably
expand and operate its business; whether consumers will sign up for and use the
Company's services when and as expected; whether the Company's business and
market assumptions supporting its current revenue and earnings projections will
prove to be accurate; and the various risks inherent in the Company's business
and other risks and uncertainties detailed from time to time in the Company's
periodic reports filed with the Securities and Exchange Commission. These SEC
filings include Form 10-K for the year ended December 31, 1998 (filed March 30,
1999) and Form 10-Q for the quarter ended September 30, 1999 (filed November 12,
1999). One or more of these factors have affected, and could in the future
affect, the Company's business and financial results in future periods, and
could cause actual results to differ materially from plans and projections.
There can be no assurance that the forward-looking statements made in this press
release will prove to be accurate, and issuance of such forward-looking
statements should not be regarded as a representation by the Company, or any
other person, that the objectives and plans of the Company will be achieved. All
forward-looking statements made in this press release are based on information
presently available to management, and the Company assumes no obligation to
update any forward-looking statements.
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