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SCHEDULE 13D
(RULE 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
TEAM American Corporation
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(Name of Issuer)
Common Shares, without par value
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(Title of Class of Securities)
878153 10 5
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(CUSIP Number)
Craig R. Culbertson,
One IBM Plaza,
Chicago, Illinois 60611
(312)222-9350
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 13, 2000
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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 which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-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 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" 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).
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CUSIP NO. 878153 10 5 13D PAGE 2 OF 5 PAGES
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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]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
00 and BK
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF
1,448,544*#
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
720,767*
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,448,544*#
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12 CHECK BOX 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)
33.3%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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* Includes 174,000 immediately exercisable options held by Mr. Nickerson.
# 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 involving any acquisition of a majority of Team America Corporation's
stock or substantially all of its assets. It also includes 727,777 shares that
Mr. Nickerson has the right to vote pursuant to the terms of an option agreement
more fully described herein.
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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:
3730 Mt. Diablo Blvd., Suite 320, Lafayette, CA 94549
(c) Present occupation: Lawyer, Strauss Nickerson LLP, 3717 Mt.
Diablo Blvd. Suite 200, Lafayette, CA 94549; Chief Executive
Officer, Mucho.com, Inc. 3717 Mt. Diablo Blvd., Suite 100,
Lafayette, CA 94549
(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. Since that time, Mr. Nickerson has
acquired additional shares in the open market and been awarded stock options by
Team America Corporation.
Mr. Nickerson currently holds more than 40% of the outstanding stock of
Mucho.com, Inc. and is currently the Chief Executive Officer of Mucho.com, Inc.
Mucho.com, Inc. currently intends to use its best efforts to secure sufficient
equity and/or debt financing, on terms acceptable to Mucho.com, Inc., to combine
Mucho.com, Inc. and Team America Corporation through a transaction between the
two companies.
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Item 4. PURPOSE OF THE TRANSACTION
Item 4 is hereby amended to substitute the following for the
information previously reported:
On April 13, 2000, Team America Corporation announced that Mucho.com, Inc., a
Nevada corporation in which Mr. Nickerson owns more than 40% of the outstanding
stock and is the chief executive officer, made an independent offer, subject to
certain conditions, to purchase all of Team America Corporation's outstanding
stock. This offer has been amended and Mucho.com, Inc. now intends to enter into
a transaction in which Mucho.com, Inc. and Team America corporation combine.
If the transaction is consummated (as is now contemplated), it is anticipated
that Mucho.com, Inc. (in which Mr. Nickerson owns more than 40% of the
outstanding stock and is the chief executive officer) 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) possibly, materially change Team America Corporation's
dividend policy. It is possible that in the future, Mucho.com, Inc. or Mr.
Nickerson could change their plans and/or intentions and (i) not make any or all
of the foregoing changes or (ii) make other changes not included herein.
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: 720,767*
(iv) Shared power to dispose of or direct the disposition of: ----
(c) On September 29, 1999, Mr. Nickerson purchased an option to purchase up to
727,773 additional shares of Team America Corporation for $1,000.00 from certain
team America Corporation stockholders. The option is exercisable for $7.00 per
share. Pursuant to the terms of such option agreement, Mr. Nickerson has the
sole power, prior to exercising such option, to vote or direct the vote of such
shares on matters relating to the acquisition of Team America Corporation's
stock during the option period.
(d) Mr. Nickerson only has the option to purchase and the right to vote the
727,773 shares described herein during the option period. The current holders of
such securities have the right to receive dividends from, or the proceeds from
the sale of such securities. The holders of such shares are Byron McCurdy and
Terry McCurdy.
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(e) Not applicable.
* Includes 174,000 immediately exercisable options held by Mr. Nickerson.
*# 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 involving the acquisition of a majority of Team America
Corporation's Stock or substantially all of its assets. 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.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
On September 29, 1999, Mr. Nickerson purchased for $1,000.00 an option
to purchase up to 727,773 additional shares of Team America Corporation from
certain Team America Corporation Stockholders for $7.00 per share. Pursuant to
the terms of such option Mr. Nickerson has the sole power, prior to exercising
such option, to vote or direct the vote of such shares on matters relating to
the acquisition of Team America Corporation's stock during the option period.
Mucho.com, Inc. a company in which Mr. Nickerson is the Chief Executive
Officer and in which Mr. Nickerson holds more than 40% of the outstanding
shares, currently intends to combine Mucho.com, Inc. and Team America
Corporation through a transaction between the two companies, subject to certain
contingencies.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
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, complete and correct.
Dated: April 21, 2000 /s/ S. CASH NICKERSON
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S. Cash Nickerson
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