<PAGE> 1
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 20, 2000
TEAM AMERICA CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Ohio 0-21533 31-1209872
- ----------------- --------------------- ---------------------
(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)
<PAGE> 2
ITEM 5. OTHER ITEMS.
On April 20, 2000, TEAM America Corporation, an Ohio corporation (the
"Company"), issued a press release announcing that it had executed a formal
letter of intent with Mucho.com, Inc., a Nevada corporation controlled by S.
Cash Nickerson, a former director and officer of TEAM America. Under the terms
of the formal letter of intent, Mucho.com would either combine with TEAM America
in a transaction in which TEAM America's shareholders would be given the
election to retain their stockholdings or be cashed out in whole or in part at
their option, at $6.75 per share, or purchase all of TEAM America's outstanding
shares at $6.75 per share in cash. The completion of the transaction is subject
to the execution of a definitive purchase agreement, due diligence, the approval
of TEAM America's shareholders, and the attainment of the necessary financing.
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 20, 2000, entitled "TEAM
America Corporation Executes Letter of Intent with
Mucho.com"
-1-
<PAGE> 3
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 20, 2000 By: /s/ Thomas Gerlacher
---------------------
Thomas Gerlacher, Vice President
and Chief Financial Officer
-2-
<PAGE> 4
EXHIBIT INDEX
Exhibit No. Description
99 Press release, dated April 20, 2000, entitled "TEAM
America Corporation Executes Letter of Intent with
Mucho.com"
-3-
<PAGE> 1
Exhibit 99
TEAM AMERICA CORPORATION EXECUTES LETTER OF INTENT WITH MUCHO.COM
ONLINE BUSINESS CENTER AND ONE OF THE NATION'S LARGEST BRICK-AND-MORTAR
PROFESSIONAL EMPLOYMENT ORGANIZATIONS SIGN LETTER OF INTENT TO MERGE
WORTHINGTON, Ohio, April 20 -- TEAM America Corporation (Nasdaq: TMAM) announced
today that it has executed a formal letter of intent with Mucho.com, Inc., a
Nevada corporation controlled by S. Cash Nickerson, a former director and
officer of TEAM America. Under the terms of the formal letter of intent,
Mucho.com would either combine with TEAM America in a transaction in which TEAM
America's shareholders would be given the election to retain their stockholdings
or be cashed out in whole or in part at their option, at $6.75 per share, or
purchase all of TEAM America's outstanding shares at $6.75 per share in cash.
The completion of the transaction is subject to the execution of a definitive
purchase agreement, due diligence, the approval of TEAM America's shareholders,
and the attainment of the necessary financing.
"By combining with Mucho.com and its Web-based business center, TEAM America
will be able to market its services to an existing pool of small and growing
companies directly over the Internet," said Kevin T. Costello, President and
Chief Executive Officer of TEAM America. "We are very excited about the
opportunities Mucho.com will bring for TEAM America."
"By merging, Mucho.com will take the existing human resource services offered by
TEAM America and combine them with Mucho's Web-enabled business products and
services to create a company that is a one-stop shop for small and growing
companies," said S. Cash Nickerson, Chairman and Chief Executive Officer of
Mucho.com. "Seven of our ten senior managers have started, grown and sold small
businesses and are acutely aware of the challenges facing small companies. By
joining forces with TEAM America, Mucho.com is now able to offer the out sourced
services that are critical to the small businessperson."
About TEAM America
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, 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] .
About Mucho.com
Mucho.com is an online business center (OBC) for small and growing companies.
Mucho.com offers the advice, research, products, services and resources small
businesses need to transition to and compete successfully in the new electronic
economy. Mucho.com's primary goal is to help small businesses as they
<PAGE> 2
face the considerable learning and adoption curves that must be mastered to
realize the Internet's full potential as a business platform.
Launching an online business center in Spring 2000, Mucho.com will help small
and growing companies take full advantage of the Internet with the products,
services and tools needed to solve problems, connect with peers and streamline
operations. Founded in 1999 and headquartered in Lafayette, Calif., Mucho.com is
a privately held company. For more information call 925-299-2500 or visit
www.mucho.com .
