<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 24, 1996
REGISTRATION NO. 333- ________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
ACCUSTAFF INCORPORATED
CAREER HORIZONS, INC.
CAREER HORIZONS GOVERNMENT SERVICES, INC.
CH PAYROLL SERVICES, INC.
CHI FINANCIAL SERVICES, INC.
CHI SERVICES, INC.
CHI TEMPORARY SERVICES, INC.
CONTEMPORARY GRAPHICS GROUP, INC.
CONTRACT STAFFING GROUP, INC.
EIM ASSOCIATES, INC.
HEALTH FORCE, INC.
HEALTH FORCE OPERATING CORP.
MEDI-FORCE, INC.
PL SERVICES, INC.
POTOMAC PERSONNEL SERVICES, INC.
PROFESSIONALS FOR COMPUTING, INC.
STAFF-ADDITIONS INC.
STAFFING RESOURCES (SC), INC.
TEMP FORCE, INC.
TEMPORARIES INCORPORATED
THE ORIGINAL TEMPO HEALTHPOWER, INC.
PROGRAMMING ENTERPRISES, INC.
ZEITECH INC.
TEMPS & CO. SERVICES, INC.
TEMPS & CO. FRANCHISING, INC.
AMERICAN COMPUTER PROFESSIONALS, INC.
CENTURY TEMPORARY SERVICES, INC.
THE RICHARD MICHAEL GROUP, INC.
DIAL A. TEMPORARY, INC.
BERGER IT CO.
TSG PROFESSIONAL SERVICES, INC.
LEGAL SUPPORT PERSONNEL, INC.
(Exact names of registrants as specified in their respective charters)
<TABLE>
<S> <C>
FLORIDA 59-3116655
DELAWARE 22-3038096
NEW YORK 11-3103716
DELAWARE 36-3932698
DELAWARE 11-3010535
DELAWARE 11-3018711
DELAWARE 76-0440453
NEW YORK 11-3075578
SOUTH CAROLINA 57-0793922
FLORIDA 59-3221152
NEW YORK 11-2421016
NEW YORK 11-2814235
NEW YORK 11-3163453
DELAWARE 11-2492186
DELAWARE 39-1308020
CALIFORNIA 94-1695736
NORTH CAROLINA 56-1517259
DELAWARE 11-3240926
NEW YORK 11-2815086
DISTRICT OF COLUMBIA 52-0894181
NEW YORK 39-1446781
CALIFORNIA 95-3280945
DELAWARE 11-3298544
DELAWARE 11-3305414
DELAWARE 11-3208059
DELAWARE 11-3310203
OHIO 34-1705516
DELAWARE 11-3315742
DELAWARE 11-3323552
DELAWARE 11-3336408
NEW HAMPSHIRE 02-0352098
NEW YORK 13-376-6710
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR IDENTIFICATION NO.)
ORGANIZATION)
</TABLE>
6440 ATLANTIC BOULEVARD
JACKSONVILLE, FLORIDA 32211
(904) 725-5574
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
DEREK E. DEWAN COPIES TO:
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE
OFFICER TIMOTHY MANN, JR.
ACCUSTAFF INCORPORATED ALSTON & BIRD
6440 ATLANTIC BOULEVARD ONE ATLANTIC CENTER
JACKSONVILLE, FLORIDA 32211 1201 WEST PEACHTREE STREET
(904) 725-5574 ATLANTA, GEORGIA 30309-3424
(Name, address, including zip code, and (404) 881-7000
telephone number, including area code, FAX (404) 881-7777
of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered in
pursuant to dividend or interest reinvestment plans, please check the following
box.[_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
TITLE OF SECURITIES AMOUNT PROPOSED MAXIMUM AGGREGATE PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED TO BE REGISTERED PRICE PER UNIT (1) OFFERING PRICE (1) REGISTRATION FEE (3)
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<S> <C> <C> <C> <C>
7% Convertible Senior $86,250,000 100% $86,250,000 $26,136.36
Notes
due 2002 of Career
Horizons, Inc.
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Guarantees by the (2) (2) (2) (2)
Guarantors
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AccuStaff Common Stock, 7,599,077(3) (4) (4) (4)
$.01 par value per share
====================================================================================================================================
</TABLE>
(1) Estimated solely for purposes of determining the registration fee.
(2) AccuStaff Incorporated and all of the other registrants listed above (other
than Career Horizons, Inc.) (the "Guarantors") have unconditionally
guaranteed the payment of the principal of, premium, if any, and interest
payable on the Notes (the "Guarantee"). Pursuant to Rule 457(n) no
registration fee is required with respect to the Guarantee.
(3) This Registration Statement covers the registration of 7,599,077 shares of
common stock, par value $.01 per share, of AccuStaff Incorporated
("AccuStaff Common Stock") as may be or become deliverable upon conversion
of the 7% Convertible Senior Notes due 2002 of Career Horizons, Inc. (the
"Notes") being registered hereby, together with such additional undetermined
number of shares as may become issued upon conversion by means of adjustment
in the conversion price (the "Conversion Shares").
(4) Pursuant to Rule 457(i), no registration fee is payable with respect to the
Conversion Shares since the Conversion Shares will be issuable for no
separate consideration. Conversions Shares will be issued only upon the
conversion of the Notes at the conversion price of $11.35 per share, subject
to adjustment in certain cases.
______________
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
SUBJECT TO COMPLETION, DATED DECEMBER 24, 1996
PROSPECTUS
CAREER HORIZONS, INC.
$86,250,000 OF 7% CONVERTIBLE SENIOR NOTES DUE 2002
UNCONDITIONALLY GUARANTEED AS TO PAYMENT
OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST
BY THE GUARANTORS (AS DEFINED BELOW) INCLUDING
ACCUSTAFF INCORPORATED
_____________________
ACCUSTAFF INCORPORATED
7,599,077 SHARES OF COMMON STOCK
This Prospectus relates to the offering for resale (the "Offering") for the
account of the securityholders named herein (the "Selling Securityholders") of
up to: (i) $86,250,000 principal amount of 7% Convertible Senior Notes due 2002
(the "Notes") of Career Horizons, Inc., a Delaware corporation ("Career") and
wholly owned subsidiary of AccuStaff Incorporated ("AccuStaff") and (ii)
7,599,077 shares of common stock, par value $.01 per share, of AccuStaff that
are issuable, subject to adjustment in certain events, upon conversion of the
Notes (the "Conversion Shares" and, together with the Notes, the "Securities").
The Notes were originally issued by Career which effective November 14,
1996, merged into Sunrise Merger Corporation, a wholly owned subsidiary of
AccuStaff ("Sunrise")(the "Merger") pursuant to an Agreement and Plan of Merger
dated as of August 25, 1996 (the "Merger Agreement") among AccuStaff, Career and
Sunrise. Pursuant to the Merger Agreement, AccuStaff unconditionally guaranteed
the Notes in accordance with the terms of the Indenture, as amended and
supplemented (the "Indenture") among AccuStaff, Career and the Chase Manhattan
Bank, as Trustee (the "Trustee"). The aggregate principal amount of the Notes
that may be offered by the Selling Securityholders pursuant to this Prospectus
is $86,250,000. The Notes mature on November 1, 2002. Interest on the Notes is
paid semiannually on May 1 and November 1 of each year. The Notes are
convertible at the option of the holder thereof, prior to maturity, unless
previously redeemed, into shares of AccuStaff Common Stock, at a conversion
price of $11.35 per share, subject to adjustment in certain events (the
"Conversion Price"). The Notes are redeemable, in whole or in part, at Career's
option, at any time on and after November 1, 1998, at the redemption prices set
forth herein together with accrued interest. The Notes do not provide for any
sinking fund. Upon a Designated Event (as defined herein), holders of the
Noteholders will have the right, subject to certain restrictions and conditions,
to require Career to purchase all or any part of the Notes at a purchase price
equal to 101% of the principal amount thereof together with accrued and unpaid
interest to the date of purchase. See "Description of Notes - Repurchase at the
Option of Holders." The Notes are senior unsecured general obligations of
Career, ranking equally with other senior unsecured obligations of Career.
All or a portion of the Shares may be offered by the Selling
Securityholders from time to time (i) in transactions (which may include block
transactions) on the New York Stock Exchange ("NYSE"), (ii) in negotiated
transactions, or (iii) a combination of such methods of sale, at fixed prices,
which may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, or at negotiated prices. The Selling
Securityholders may effect such transactions by selling the Shares directly to
purchasers or through underwriters, agents or broker-dealers, and any such
underwriters, agents or broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Securityholder and/or the
purchasers of the Shares for whom such underwriters, agents or broker-dealers
may act as agents or to whom they sell as principals, or both (which
compensation as to a particular underwriter, agent or broker-dealer might be in
excess of customary compensation). See "Selling Securityholders" and "Plan of
Distribution."
AccuStaff Common Stock is traded on the NYSE under the symbol "ASI." On
December 23, 1996, the closing sale price for the AccuStaff Common Stock was
$20.25 per share.
SEE "RISK FACTORS" ON PAGE 4 FOR CERTAIN INFORMATION THAT SHOULD BE
CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE SECURITIES OFFERED HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
____________________
THE DATE OF THIS PROSPECTUS IS DECEMBER___, 1996
<PAGE>
AVAILABLE INFORMATION
AccuStaff is subject to the reporting and informational requirements of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder (the "Exchange Act"), and, in accordance therewith, files reports,
proxy and information statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy and information
statements and other information filed by AccuStaff with the Commission may be
inspected and copied at the principal office of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and should be
available at the Commission's Regional Offices at 7 World Trade Center, New
York, New York 10048, and Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such material may also be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, the
Commission maintains a site on the World Wide Web at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. Reports,
proxy and information statements and other information concerning AccuStaff may
also be inspected at the offices of the NYSE, 20 Broad Street, New York, New
York 10005.
This Prospectus constitutes a part of a Registration Statement on Form S-3
(together with any amendments thereto, the "Registration Statement"), which has
been filed with the Commission under the Securities Act of 1933, as amended, and
the rules and regulations thereunder (the "Securities Act"). This Prospectus
omits certain information contained in the Registration Statement, and reference
is hereby made to the Registration Statement and to the exhibits thereto for
further information with respect to AccuStaff and Career and the securities to
which this Prospectus relates. Statements in this Prospectus concerning the
provisions of documents filed as exhibits to the Registration Statement are
necessarily brief descriptions thereof, and are not necessarily complete, and
each such statement is qualified in its entirety by reference to the full text
of such document.
No person has been authorized to give any information or to make any
representation other than those contained in this Prospectus and, if given or
made, such information or representation should not be relied upon as having
been authorized by AccuStaff. Neither the delivery of this Prospectus nor any
distribution of the securities to which this Prospectus relates shall, under any
circumstances, create any implication that there has been no change in the
affairs of AccuStaff or any of its respective subsidiaries since the date hereof
or that the information contained herein is correct as of any time subsequent to
its date. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to purchase, any securities other than the securities
to which it relates or an offer to sell or a solicitation of an offer to
purchase the securities offered by this Prospectus in any jurisdiction in which
such an offer or solicitation is not lawful.
AccuStaff will provide, without charge, to each person to whom a copy of
this Prospectus is delivered, including any beneficial owner, upon written or
oral request of such person, a copy of any or all of the documents incorporated
by reference herein (other than exhibits to such documents, unless such exhibits
are specifically incorporated by reference into the information that the
Prospectus incorporates). Requests should be directed to AccuStaff Incorporated,
6440 Atlantic Boulevard, Jacksonville, Florida 32211, Attn: Michael D. Abney,
Chief Financial Officer, (904) 725-5574.
Pursuant to the terms of the Indenture, so long as any of the Notes are
outstanding, AccuStaff is obligated to furnish the trustee and the holders of
the Notes all reports on Form 10-Q and 10-K filed by AccuStaff with the
Commission.
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by AccuStaff (Commission File No. 0-24484)
and Career (Commission File No. 001-14172) with the Commission are hereby
incorporated by reference in this Prospectus:
(i) AccuStaff's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;
(ii) AccuStaff's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1996, June 30, 1996 and September 30,
1996;
(iii) The following AccuStaff Current Reports on Form 8-K: Form 8-K/A
dated July 2, 1995; Form 8-K/A dated October 31, 1995; Form 8-
K/A dated December 13, 1995; Form 8-K dated January 2, 1996;
Form 8-K/A dated January 2, 1996; Form 8-K dated January 3,
1996; Form 8-K dated February 19, 1996; Form 8-K dated February
20, 1996; Form 8-K/A dated February 19, 1996; Form 8-K dated
June 19, 1996; Form 8-K/A dated June 19, 1996; Form 8-K dated
August 25, 1996; Form 8-K dated September 16, 1996; Form 8-K
dated September 16, 1996; and Form 8-K dated November 14, 1996;
and Form 8-K dated December 11, 1996;
(iv) The description of AccuStaff Common Stock set forth in
AccuStaff's registration statement filed pursuant to Section 12
of the Exchange Act, and any amendment or report filed for the
purpose of updating any such description;
(v) AccuStaff's registration statement on Form S-4, as amended
(Registration No. 333-12207) including the Joint Proxy
Statement/Prospectus of AccuStaff and Career contained therein;
(vi) Career's Annual Report on Form 10-K for the fiscal year ended
June 30, 1995;
(vii) Career's Transition Report on Form 10-K for the period from
July 1, 1995 to December 31, 1995;
(viii) Career's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 1996, June 30, 1996 and September 30, 1996; and
(iv) Career's Current Reports on Form 8-K, dated August 17, 1995;
October 4, 1995; October 26, 1995; December 20, 1995; January
11, 1996; January 17, 1996; January 18, 1996; February 8, 1996;
February 20, 1996; March 1, 1996; March 4, 1996; April 1, 1996;
April 24, 1996; April 30, 1996; May 1, 1996; May 21, 1996; June
24, 1996; July 24, 1996; August 25, 1996; August 28, 1996;
September 16, 1996; and November 14, 1996; and Amended Current
Reports on Form 8-K/A , dated December 20, 1995 and June 24,
1996.
All documents filed by AccuStaff pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of this offering shall be deemed to be incorporated by reference
into this Prospectus and to be a part hereof from the respective dates of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this prospectus to the extend that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified and superseded, to constitute a part of this Prospectus.
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<PAGE>
RISK FACTORS
In addition to the other information in this Prospectus, the following
factors should be considered carefully in evaluating an investment in the
Securities offered hereby. As used in this Prospectus, the terms "AccuStaff" and
"Career" refer to such corporations, respectively, and where the context
requires, such corporations and their respective subsidiaries and in the case of
AccuStaff, includes Career and all of Career's subsidiaries. This Prospectus
contains certain forward-looking statements which involve risks and
uncertainties. AccuStaff's actual results could differ materially from the
results anticipated in these forward-looking statements as a result of certain
of the factors set forth under "Risk Factors" and elsewhere in this Prospectus
as set forth in AccuStaff's reports on Form 8-K, 10-Q and 10-K and its
registration statement on Form S-4 incorporated by reference into this
Prospectus.
EFFECT OF THE MERGER; RISK OF INTEGRATION OF OPERATIONS
The success of the Merger will be determined by various factors, including
the financial performance of the combined company's operations after the Merger
and management's ability to effectively integrate the operations of AccuStaff
and Career. The integration of Career's and AccuStaff's operations may be
negatively affected if, among other things, customers do not react positively to
some of the planned changes intended to increase service or integrate the
businesses of the two companies, unanticipated offsetting costs are incurred, or
costs or difficulties related to the integration of the businesses of AccuStaff
and Career are greater than expected. There can be no assurance that the
anticipated benefits of the Merger will be realized or that the Merger will not
adversely affect the future operating results of the combined company.
ABILITY TO ACHIEVE AND MANAGE GROWTH; ACQUISITION RISKS
AccuStaff has experienced significant growth, principally through
acquisitions, internal growth and opening new offices. There can be no assurance
that AccuStaff will be able to expand its market presence in its current
locations or successfully enter other markets through acquisitions or the
opening of new offices. AccuStaff's ability to continue its growth and
profitability will depend on a number of factors, including the availability of
capital to fund acquisitions, existing and emerging competition, the ability to
maintain sufficient profit margins despite pricing pressures and the strength of
demand for temporary employees in AccuStaff's markets. AccuStaff must also
manage costs in a changing regulatory environment, adapt its infrastructure and
systems to accommodate growth and recruit and train additional qualified
personnel. Additionally, there can be no assurance that AccuStaff will be able
to successfully identify suitable acquisition candidates, complete acquisitions
or integrate acquired businesses into its operations. Once integrated,
acquisitions may not achieve comparable levels of revenue, profitability or
productivity as AccuStaff's existing locations or otherwise perform as expected.
Acquisitions also involve special risks, including risks associated with
unanticipated problems, liabilities and contingencies, diversion of management
attention and possible adverse effects on earnings resulting from increased
goodwill amortization, increased interest costs, the issuance of additional
securities and difficulties related to the integration of the acquired business.
AccuStaff is unable to predict whether or when any prospective acquisition
candidate will become available or the likelihood that any acquisition will be
completed.
EFFECT OF ECONOMIC FLUCTUATIONS
Demand for staffing services is significantly affected by the general level
of economic activity and unemployment in the United States. When economic
activity increases, temporary employees are often added before full-time
employees are hired. However, as economic activity slows, many companies reduce
their use of temporary employees before laying off full-time employees. In
addition, AccuStaff may experience more competitive pricing pressure during such
periods of economic downturn. Therefore, any significant economic downturn could
have a material adverse effect on AccuStaff's business.
COMPETITIVE MARKET
The temporary staffing industry is highly competitive with limited barriers
to entry. AccuStaff competes in national, regional and local markets with full-
service and specialized temporary staffing agencies. A significant number of
competitors have greater marketing, financial and other resources than AccuStaff
and could provide new or increased competition to AccuStaff. Price competition
in the staffing industry is intense, particularly for the provision of clerical
and light industrial personnel, and pricing pressures from competitors and
customers are
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<PAGE>
increasing. In addition, to the extent AccuStaff offers fixed price contracts to
clients in the future, AccuStaff may be responsible for cost overruns which
could an adversely impact earnings. AccuStaff expects that the level of
competition will remain high in the future. Competition, particularly from
companies with greater financial resources than AccuStaff, could have a material
adverse effect on AccuStaff's operations and profitability.
DEPENDENCE ON AVAILABILITY OF QUALIFIED TEMPORARY PERSONNEL
AccuStaff depends on its ability to attract, train and retain personnel who
possess the skills and experience necessary to meet the staffing requirements of
its clients. Competition for individuals with proven skills in certain areas,
particularly the information technology, legal, accounting and technical areas,
is intense. AccuStaff must continually evaluate, train and upgrade its base of
available personnel to keep pace with clients' needs. There can be no assurance
that qualified personnel will continue to be available to AccuStaff in
sufficient numbers and on economic terms acceptable to AccuStaff.
CLIENT CONCENTRATION
American Transtech, Inc., a subsidiary of AT&T ("ATI"), accounted for
approximately 24% and 31% of AccuStaff's revenue during fiscal 1994 and fiscal
1995, respectively, and 16% of AccuStaff's pro forma fiscal 1995 revenue and
6.9% of the pro forma combined AccuStaff revenue for fiscal 1995. AccuStaff's
agreement with ATI prohibits AccuStaff from providing similar services to any
direct competitor of ATI. No other client accounted for more than 5% of
AccuStaff's revenue during the same periods. The loss of or a material reduction
in the revenue from ATI could have a material adverse effect on AccuStaff's
business.
RELIANCE ON KEY PERSONNEL
AccuStaff is highly dependent on its management. AccuStaff believes that
its continued success will depend to a significant extent upon the efforts and
abilities of its Chairman, President and Chief Executive Officer, Derek E.
Dewan, and certain other key executives, including executives of its
subsidiaries. The loss of Mr. Dewan's services could have a material adverse
effect upon AccuStaff. Mr. Dewan and AccuStaff have entered into an employment
agreement which expires December 31, 2001, and AccuStaff maintains $1.0 million
in key man life insurance on Mr. Dewan.
INCREASED EMPLOYEE COSTS
AccuStaff is responsible for and pays unemployment insurance premiums and
workers' compensation for its temporary employees. Unemployment insurance
premiums may increase as a result of, among other things, increased levels of
unemployment and the lengthening of periods for which unemployment benefits are
available. Workers' compensation costs may increase as a result of changes in
AccuStaff's experience rating or applicable laws. Furthermore, annual workers'
compensation expenses and the related liability accrual are based on various
estimates, including the cost of estimated future benefits. Any material
variation from the estimate of future benefits could have a material adverse
effect on AccuStaff. There can be no assurance that AccuStaff will be able to
increase the fees charged to its clients in a timely manner and sufficient
amount to cover increased costs related to workers' compensation and
unemployment insurance or health benefits if such health benefits are extended
to temporary employees as proposed in certain recent federal and state
legislative proposals.
INDUSTRY RISKS
Temporary staffing services providers employ and place people generally in
the workplace of other businesses. An attendant risk of such activity includes
possible claims of discrimination and harassment, employment of illegal aliens,
violations of wage and hour requirements, errors and omissions of its temporary
employees, particularly for the actions of professionals (e.g., attorneys,
accountants and engineers), misuse of client proprietary information,
misappropriation of funds, other criminal activity or torts and other similar
claims. In some instances AccuStaff, pursuant to a written contract, has agreed
to indemnify clients against some or all of the foregoing matters. Moreover, in
certain circumstances, AccuStaff may be held responsible for the actions at a
workplace of persons not under AccuStaff's direct control. Although AccuStaff
historically has not had any significant problems with this area, there can be
no assurance that AccuStaff will not experience such problems in the future or
that
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<PAGE>
AccuStaff's insurance, if any, will be sufficient in amount or scope to cover
any such liability. Temporary staffing providers also are affected by
fluctuations and interruptions in the business of their clients. For example,
inclement weather or work stoppages, which may require clients to close or
reduce their hours of operation, can adversely affect AccuStaff's revenues.
PROFESSIONAL REGULATION OF TEMPORARY ATTORNEYS
There can be no assurance that an authority governing the practice of law
will not determine that the temporary attorney placement business as conducted
by AccuStaff violates such authority's regulations. AccuStaff has not requested
and does not intend to request an opinion on this matter from any authority
governing the practice of law.
FRANCHISING RISKS
In fiscal 1995 and the nine months ended September 30, 1996, 32% and 24%,
respectively, of Career's revenues were derived from franchised operations, ten
of which accounted for 17% and 11%, respectively, of Career's revenues in such
periods. While Career's agreements contain non-competition covenants, such
covenants may not prevent the termination of agreements by franchisees and the
resulting loss of royalty income. Career must also comply with federal and state
laws and regulations governing the sale of franchises. Compliance with such laws
and regulations could adversely impact the future operations of AccuStaff
POSSIBLE ADVERSE EFFECT OF NATIONAL AND STATE HEALTHCARE REFORM PROPOSALS
The extent and type of government support for healthcare services, as well
as the extent and type of health insurance benefits that employers are required
to provide employees, have been the subject of intense scrutiny and debate in
recent years at both the national and state levels. Changes in government
support of healthcare services or the regulations governing such services,
including regulations governing the methods by which services are delivered, the
prices for services or reimbursements of fees, all could have a material adverse
effect on Career. In particular, Career derives a significant portion of its
revenues from Medicaid programs in the New York metropolitan region. For the
twelve months ended December 31, 1995 and the six months ended June 30, 1996,
approximately 7% and 5%, respectively, of Career's revenues were derived from
these programs. Accordingly, the enactment of any proposals that would reduce
the funding of such programs could have a material adverse effect on this
business. In addition, as part of healthcare reform, recent federal and certain
state legislative proposals have included provisions extending health insurance
benefits to temporary employees who currently are not provided with such
benefits. If health insurance benefits are extended to temporary employees,
there can be no assurance that upon consummation of the Merger, AccuStaff will
be able to pass on any resulting increased costs to its clients.
GOVERNMENTAL REGULATION RELATING TO HEALTHCARE PROVIDERS
Career's Health Care division is subject to extensive federal, state and
local laws and governmental regulations, including licensing requirements,
periodic examinations by governmental agencies and federal and state anti-fraud,
abuse and kickback statutes and regulations. Although such regulations have not
had a material adverse effect on Career in the past, there can be no assurance
that AccuStaff will be able to continue to obtain or maintain required
government approvals or licenses or that in the future regulatory changes will
not have a material adverse effect on AccuStaff.
In many states in which the Health Care division operates, Career is
required to be licensed in order to establish and operate a home care service
agency. In approximately 21 states and the District of Columbia, home healthcare
providers must initially receive certificate of need ("CON") approval from the
state, in addition to complying with licensure requirements. In some states, the
process of obtaining a CON may be costly and time consuming, and several states
currently are not granting CONs. CON and licensure laws can restrict the types
of services that a company may provide. Additionally, such laws may limit a
company's ability to establish or expand its operations within a state. Failure
to obtain any such approvals may have an adverse effect on such operations.
-6-
<PAGE>
INTANGIBLE ASSETS
As of December 31, 1995, approximately $65.5 million, or 46.2%, of
AccuStaff's total assets were intangible assets. Pro forma for the Merger and
AccuStaff's and Career's other acquisitions, intangible assets as of September
30, 1996 were approximately $400.2 million, or 45.09%, of AccuStaff's pro forma
total assets. These intangible assets substantially represent amounts
attributable to goodwill recorded in connection with AccuStaff's and Career's
acquisitions. Any impairment in the value of such assets could have a material
adverse effect on AccuStaff's financial condition and results of operations.
RELIANCE ON INFORMATION PROCESSING SYSTEMS
AccuStaff's business depends upon its ability to store, retrieve, process
and manage significant amounts of information, and periodically expand and
upgrade its information processing capabilities. A significant percentage of
AccuStaff's computer equipment and software systems is maintained at or near its
Jacksonville, Florida headquarters. Interruption or loss of AccuStaff's
information processing capabilities through the loss of stored data, breakdown
or malfunction of computer equipment or software systems, telecommunications
failure, conversion difficulties or damage to AccuStaff's headquarters and
systems caused by fire, hurricane, lightning, electrical power outage or other
disruption could have a material adverse effect on AccuStaff.
SUBORDINATION
The Notes are senior unsecured obligations of Career ranking equally with
other senior unsecured obligations of Career. Payment of principal, premium (if
any) and interest on the Notes has been guaranteed by AccuStaff and by the
subsidiaries of Career. The guarantees are unsecured obligations of the
guarantors ranking equally with other unsecured obligations of the guarantors.
Each of AccuStaff and Career conducts its operations through its subsidiaries.
Accordingly, AccuStaff and Career's ability to meet their cash obligations is
dependent in part upon the ability of their subsidiaries to make cash
distributions to AccuStaff and Career. The ability of their subsidiaries to make
distributions to AccuStaff and Career is and will continue to be restricted
by, among other limitations, applicable provisions of law. The Indenture does
not limit the ability of AccuStaff, Career or any of their subsidiaries or
affiliates to incur indebtedness or to grant security interests or liens in
respect of their assets. The right of Career to participate in the assets of any
subsidiary (and thus the ability of holders of the Notes to benefit indirectly
from such assets) are generally subject to the prior claims of creditors,
including trade creditors, of subsidiaries of AccuStaff or Career with respect
to the assets of that subsidiary. The Notes and AccuStaff's guarantee,
therefore, are structurally subordinated to creditors, including trade
creditors, of subsidiaries of Career and AccuStaff with respect to the assets of
the subsidiaries against which such creditors have a claim. The incurrence of
additional indebtedness by AccuStaff, Career or their subsidiaries could
adversely affect Career's ability to pay its obligations on the Notes and of
AccuStaff's ability to pay its obligations under its guarantee.
FRAUDULENT CONVEYANCE CONSIDERATIONS
Career's payment obligations under the Notes have been unconditionally
guaranteed by AccuStaff and jointly and severally guaranteed by Career and each
of the present and future subsidiaries of Career (the "Guarantors"). See
"Description of Notes - Guarantees." Each Guarantor's guarantee of the
obligations of Career under the Notes may be subject to review under relevant
federal and state fraudulent conveyance statutes in a bankruptcy, reorganization
or rehabilitation case or similar proceeding or a lawsuit by or on behalf of
unpaid creditors of such Guarantor. If a court were to find under relevant
fraudulent conveyance statutes that, at the time the Notes were issued, (i) a
Guarantor guaranteed the Notes with the intent of hindering, delaying or
defrauding current or future creditors or (ii)(a) a Guarantor received less than
reasonably equivalent value or fair consideration for guaranteeing the Notes and
(b)(1) was insolvent or was rendered insolvent by reason of such guarantee, (2)
was engaged, or about to engage, in a business or transaction for which its
assets constituted unreasonably small capital or (3) intended to incur, or
believed that it would incur, obligations beyond its ability to pay as such
obligations matured (as all of the foregoing terms are defined in or interpreted
under such fraudulent conveyance statutes), such court could avoid or
subordinate such guarantee to presently existing and future indebtedness of such
Guarantor and take other action detrimental to the holders of the Notes,
including, under certain circumstances, invalidating such guarantee.
LIMITATIONS ON REPURCHASE OF NOTES
-7-
<PAGE>
Upon the occurrence of a Designated Event (as defined below), each holder
of Notes will have the right, at the holder's option, to require Career to
repurchase all or any part of such holder's Notes. If a Designated Event were to
occur, there can be no assurance that Career would have sufficient funds to pay
the purchase price for all Notes tendered by the holders thereof. In addition,
Career's repurchase of Notes as a result of the occurrence of a Designated Event
may be prohibited or limited by, or create an event of default under, the terms
of agreements related to borrowings which Career may enter into from time to
time. The Merger qualified as a Designated Event. See "Description of
Convertible Notes - Repurchase at the Option of Holders."
LIMITED PUBLIC MARKET FOR THE NOTES
There can be no assurance as to the liquidity of, or trading market for,
the Notes. In addition, various factors such as changes in prevailing interest
rates or changes in perceptions of creditworthiness could cause the market price
of the Notes to fluctuate significantly. The trading price of the Notes could
also be significantly affected by the market price of AccuStaff Common Stock,
which could be subject to wide fluctuations in response to a variety of factors,
including quarterly variations in operating results, announcements by AccuStaff
or its competitors, general conditions in the industry and general economic and
market conditions.
ANTI-TAKEOVER CONSIDERATIONS
AccuStaff's Articles of Incorporation, Bylaws and the Florida BCA contain
certain provisions that could have the effect of making it more difficult for a
party to acquire, or of discouraging a party from attempting to acquire control
of AccuStaff without approval of AccuStaff's Board of Directors.
DIVIDEND POLICY; RESTRICTIONS ON PAYMENT
AccuStaff anticipates that for the foreseeable future its earnings will be
retained for the operation and expansion of its business and that it will not
pay cash dividends. In addition, AccuStaff's credit facility prohibits the
payment of cash dividends without the lender's consent.
VOLATILITY OF STOCK PRICE
From time to time, there may be significant volatility in the market price
for AccuStaff Common Stock. Quarterly operating results of AccuStaff or of other
temporary staffing companies, changes in general conditions in the economy, the
financial markets or the staffing industry, natural disasters or other
developments could cause the market price of AccuStaff Common Stock to fluctuate
substantially. In addition, in recent years the stock market has experienced
extreme price and volume fluctuations. This volatility has had a significant
effect on the market prices of securities issued by many companies for reasons
unrelated to their operating performance.
-8-
<PAGE>
THE COMPANIES
In connection with the Merger, Career became a wholly owned subsidiary of
AccuStaff and each outstanding share of Career Common Stock (excluding shares
held by Career, AccuStaff or any of their respective subsidiaries) was converted
into 1.53 shares of AccuStaff Common Stock. In addition, AccuStaff assumed the
obligation to issue shares of AccuStaff Common Stock upon the conversion of the
Notes pursuant to the Merger Agreement and unconditionally guaranteed Career's
payment obligation under the Notes in accordance with the terms of the Third
Supplemental Indenture.
AccuStaff is a national provider of staffing and outsourcing services to
businesses, professional and service organizations and government agencies.
AccuStaff, is organized into three divisions: Professional Services, Commercial
and Telecommunications. The Professional Services division provides personnel
for information technology, technical, legal and accounting functions. The
Commercial division provides clerical and light industrial staffing services.
The Telecommunications division provides trained customer care and telemarketing
personnel to ATI.
AccuStaff was incorporated under the laws of the State of Florida. Career
was incorporated under the laws of the State of Delaware. The address and
telephone number of their principal executive offices are 6440 Atlantic
Boulevard, Jacksonville, Florida 32211, (904) 725-5574.
USE OF PROCEEDS
The Notes and the Conversion Shares are offered by the Selling
Securityholders and, accordingly, neither AccuStaff nor Career will receive any
of the proceeds from the sales thereof.
RATIO OF EARNINGS TO FIXED CHARGES
Career's consolidated ratio of earnings to fixed charges for each of the
periods indicated is as follows:
<TABLE>
<CAPTION>
Nine Months
Ended
Fiscal Years September 30,
------------
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
0.87x 1.07x 1.26x 1.85x 5.80x 6.40x
</TABLE>
Career's earnings were inadequate to cover fixed charges by $754,000 in
fiscal 1991.
AccuStaff's ratio of earnings to fixed charges for each of the periods
indicated is as follows:
<TABLE>
<CAPTION>
Nine Months
Ended
Fiscal Years September 30,
------------
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
0.93x 1.06x 1.42x 2.81x 8.51x 6.19x
</TABLE>
AccuStaff's earnings were inadequate to cover fixed charges by $370,000 in
fiscal year 1992.
For purposes of computing the ratio of earnings to fixed charges,
"earnings" consist of income before income taxes to which fixed charges have
been added. "Fixed charges" consist of interest expense (including amortization
of deferred financing costs) and one-third of rental expense, which Career and
AccuStaff, respectively, consider representative of the interest factor in the
rentals.
-9-
<PAGE>
SELLING SECURITYHOLDERS
The following table sets forth certain information as of December , 1996,
and as adjusted to reflect the sale of the Securities in the Offering as to the
security ownership of the Selling Securityholders. As of December 17, 1996, and
except as noted below, none of the Selling Securityholders has had a material
relationship with Career or AccuStaff or any of their predecessors or affiliates
within the past three years. The table has been prepared on the basis of
information furnished to the Company by the Trustee, Depository Trust Company
and by or on behalf of the Selling Securityholders and gives effect to the
Merger.
<TABLE>
<CAPTION>
Number of
Number of Shares of
Shares of AccuStaff
Principal Amount AccuStaff Common Stock
of Notes Principal Amount Common Stock Underlying
Beneficially Owned of Notes Beneficially Owned Notes
Name Prior to Offering Being Sold Prior to Offering (1) Being Sold
- ---- ----------------- ---------- --------------------- ----------
<S> <C> <C> <C> <C>
Bear Stearns Securities Corporation 40,230,000 40,230,000 3,544,493 3,544,493
Salmon Brothers Inc.-c/o ABB
Proxy Services 13,890,000 13,890,000 1,223,789 1,223,789
Scotia McLeod, Inc. 6,850,000 6,890,000 603,524 603,924
Guardian Life Insurance Company
of America 5,200,000 5,200,000 458,150 458,150
Morgan Stanley & Company, Inc. 4,290,000 4,290,000 377,974 377,974
AIM Charter Fund 4,000,000 4,000,000 352,423 352,423
Dillon Read & Co., Inc. 2,205,000 2,205,000 194,273 194,273
SunTrust Company Bank - c/o ABB
Proxy Services 1,858,000 1,858,000 163,700 163,700
Pacific Horizon Capital Income Fund 1,100,000 1,100,000 96,916 96,916
Equitable Separate Account-Convertibles 1,005,000 1,005,000 88,546 88,546
Boston Safe Deposit & Trust Company 1,000,000 1,000,000 88,106 88,106
RBC/Dominion Securities 900,000 900,000 79,295 79,295
Putnam Convertible Income Growth Trust 750,000 750,000 66,079 66,079
Hudson River Trust Balanced Portfolio 415,000 415,000 36,564 36,564
Memphis Light, Gas and Water Division
Retirement and Pension Fund 385,000 385,000 33,921 33,921
Equitable Separate Account - Equity
Pension Plus 305,000 305,000 26,872 26,872
Guardian Pension Trust 300,000 300,000 26,432 26,432
Columbia/HCA Healthcare Corporation 290,000 290,000 25,551 25,551
AIM Balanced Fund 250,000 250,000 22,026 22,026
AIM VI Growth and Income Fund 250,000 250,000 22,026 22,026
Hudson River Trust Growth and Income 220,000 220,000 19,383 19,383
Hotel Union and Industry of Hawaii 120,000 120,000 10,573 10,573
SouthTrust Estate and Trust Company
of Georgia 98,000 98,000 8,634 8,634
The HCA Foundation 95,000 95,000 8,370 8,370
Equitable Life Insurance Savings
Account Balanced 70,000 70,000 6,167 6,167
Bank of America Convertible Securities
</TABLE>
-10-
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Fund 50,000 50,000 4,405 4,405
The Hotel-ILWU Pension Trust 45,000 45,000 3,965 3,965
Alex. Brown & Sons 44,000 44,000 3,877 3,877
David Lipscomb University General
Endowment 35,000 35,000 3,084 3,084
</TABLE>
____________________
(1) Includes the number of shares of AccuStaff Common Stock underlying the
Notes being sold.
Information concerning the Selling Securityholders may change from time to
time and will be set forth in Supplements to this Prospectus. As of the date of
this Prospectus, the aggregate principal amount of Notes outstanding is
$86,250,000.
Because the Selling Securityholders may offer all of some of the Notes or
Conversion Shares, as the case may be, pursuant to the Offering contemplated by
this Prospectus, and because there are currently no agreements, arrangement or
understandings with respect to the sale of any of the Securities that will be
held by the Selling Securityholders after completion of this Offering, no
estimate can be given as to the principal amount of Notes or shares of AccuStaff
Common Stock that will be held by the Selling Securityholders after completion
of this Offering. See "Plan of Distribution." However, for purposes of the
foregoing table, it has been assumed that all Notes are sold in the Offering
and that no selling Securityholder beneficially owns any AccuStaff common stock
other than the Conversion Shares, the number of which appear in the table above.
-11-
<PAGE>
PLAN OF DISTRIBUTION
The Securities are being registered to permit public secondary trading of
the Notes and the Conversion Shares by the holders thereof from time to time
after the date of this Prospectus. AccuStaff has agreed, among other things, to
bear all expenses in connection with the registration of the Securities covered
by this Prospectus.
AccuStaff and Career will not receive any of the proceeds from this
Offering by the Selling Securityholders. AccuStaff has been advised by the
Selling Securityholders that the Selling Securityholders may sell all or a
portion of the Conversion Shares beneficially owned by them and offered hereby
from time to time on the NYSE on terms to be determined at the times of such
sales. The Selling Securityholders may also make private sales of the Securities
directly or through a broker or brokers. Alternatively, any of the Selling
Securityholders may from time to time offer any of the Securities beneficially
owned by them through underwriters, dealers or agents, who may receive
compensation in the form of underwriting discounts, commissions or concessions
from the Selling Securityholders and the purchasers of the Securities from whom
they may act as agent. Any sales pursuant to this Prospectus by holders of any
of the Securities offered hereby will require the delivery of a current
Prospectus to the purchaser.
The Securities may be sold from time to time in one or more transactions at
fixed offering prices, which may be changed, or at varying prices determined at
the time of sale or at negotiated prices. Such prices will be determined by the
holders of such securities or by agreement between such holders and underwriters
or dealers who may receive fees or commissions in connection therewith. The
aggregate proceeds to the Selling Securityholders from the sale of the
Securities offered hereby will be the purchase price of such Securities less
discounts and commissions if any. No underwriting arrangements exist as of the
date of this Prospectus for sales by any Selling Securityholders. Upon being
advised of any underwriting arrangements, AccuStaff will supplement this
Prospectus to disclose such arrangements.
AccuStaff may suspend the use of this Prospectus, at any time, for a period
not to exceed 30 days in any three month period or two periods not to exceed an
aggregate of 60 days in any 12-month period under certain circumstances relating
to pending corporate developments, public filings with the Commission and
similar events. See "Description of Career Convertible Notes - Registration
Rights."
In order to comply with the securities laws of certain states, if
applicable, the Securities will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Securities may not be sold unless they have been registered or qualified for
sale in the applicable state or an exemption from the registration or
qualification requirement is available and is complied with.
The Selling Securityholders and any broker-dealers, agents or underwriters
that participate with the Selling Securityholders in the distribution of the
Securities may be deemed to be "underwriters" within the meaning of the
Securities Act, in which event any commissions received by such broker-dealers,
agents or underwriters and any profit on the resale of the Securities purchased
by them may be deemed to be underwriting commissions or discounts under the
Securities Act.
DESCRIPTION OF NOTES
GENERAL
The Notes were issued pursuant to an Indenture dated as of October 19, 1995
between Career and the Trustee as amended by the First Supplemental Indenture
between Career and the Trustee dated as of October 19, 1996; the Second
Supplemental Indenture between Career and the Trustee dated as of November 13,
1996; and the Third Supplemental Indenture (collectively, the "Indenture"). The
following summary of certain provisions of the Indenture and the Registration
Agreement, dated as of October 14, 1995, between Career and Salomon Brothers
Inc, as the representative of the Initial Purchasers which pursuant to the Third
Supplemental Indenture the obligations under which were assumed by AccuStaff
(the "Registration Agreement"). This description does not purport to be complete
and is qualified in its entirety by reference to the Indenture and the
Registration Agreement, including the definitions in the Indenture of certain
terms used below. The definitions of certain terms used in the following summary
are set forth below under "- Certain Definitions."
-12-
<PAGE>
Career issued and sold $86,250,000 principal amount of the Notes to the
Initial Purchasers on October 19, 1995. The Initial Purchasers have advised
Career that they resold the Notes to qualified institutional buyers in reliance
on Rule 144A under the Securities Act and to a limited number of institutional
"accredited investors" (as defined in Rule 501 (a)(1), (2), (3) or (7) under the
Securities Act) that agreed in writing to comply with certain transfer
restrictions and other conditions. Career registered the Notes and Career Common
Stock issuable upon conversion of the Notes under the Registration Statement on
Form S-3 (File No. 33-99840). AccuStaff assumed the obligation to issue shares
of AccuStaff Common Stock upon the conversion of the Notes and AccuStaff
unconditionally guaranteed the payment obligations of the Notes pursuant to the
Third Supplemental Indenture.
RANKING OF NOTES
The Notes are senior unsecured general obligations of Career, ranking
equally with other senior unsecured obligations of Career. As of September 30,
1996, Career, on an unconsolidated basis, had approximately $ million of senior
unsecured debt and no senior secured debt. Career and its subsidiaries and
affiliates may incur additional debt from time to time. Career conducts its
operations through its subsidiaries. Accordingly, Career's ability to meet its
cash obligations is dependent in part upon the ability of its subsidiaries to
make cash distributions to Career. The ability of its subsidiaries to make
distributions to Career is and will continue to be restricted by, among other
limitations, applicable provisions of law. The Indenture does not limit the
ability of Career or any of its subsidiaries or affiliates to incur indebtedness
or to grant security interests or liens in respect of their assets or the
ability of Career's subsidiaries and affiliates to incur contractual
restrictions on their ability to make distributions to Career. The right of
Career to participate in the assets of any subsidiary (and thus the ability of
holders of the Notes to benefit indirectly from such assets) are generally
subject to the prior claims of creditors, including trade creditors, of that
subsidiary. The Notes, therefore, will be structurally subordinated to
creditors, including trade creditors, of subsidiaries of Career with respect
to the assets of the subsidiaries against which such creditors have a
claim.
GUARANTEES
Career's payment obligations under the Notes have been unconditionally
guaranteed by AccuStaff and joint and severally guaranteed by each of Career's
present and any future subsidiaries. The guarantee of AccuStaff and each
subsidiary of Career is a unsecured general obligation of AccuStaff and such
subsidiary, ranking equally with other unsecured obligations of AccuStaff such
subsidiary. The obligation of AccuStaff and each of Career's present and any
future subsidiaries under its guarantee is full and unconditional.
PRINCIPAL, MATURITY AND INTEREST
The Notes bear interest at the rate per annum set forth on the cover page
of this Prospectus and will mature on November 1, 2002.
Interest on the Notes is payable semiannually on May 1 and November 1 of
each year (each an "Interest Payment Date"), to holders of record at the close
of business on the April 15 or October 15 (each a "Regular Record Date")
immediately preceding such Interest Payment Date. Interest is computed on the
basis of a 360-day year comprised of twelve 30-day months. Interest on the Notes
accrues from the most recent date to which interest has been paid.
The Notes are payable both as to principal and interest at the office or
agency of Career maintained for such purpose within the City and State of New
York or, at the option of Career, payment of interest may be made by check
mailed to the holders of the Notes at their respective addresses set forth in
the register of holders of the Notes. Until otherwise designated by Career,
Career's office or agency is the office of the Trustee maintained for such
purpose.
OPTIONAL REDEMPTION
The Notes are not subject to redemption prior to November 1, 1998 and are
redeemable on such date and thereafter at the option of Career, in whole or in
part (in any integral multiple of $1,000), upon not less than 30 nor more than
60 days'
-13-
<PAGE>
prior notice by mail at the following redemption prices (expressed as
percentages of the principal amount), if redeemed during the 12-month period
beginning November 1 of the years indicated:
<TABLE>
<CAPTION>
Redemption
Year Price
---- ----------
<S> <C>
1998 104.0%
1999 103.0%
2000 102.0%
2001 101.0%
</TABLE>
and 100% at November 1, 2002, in each case together with accrued interest to the
redemption date (subject to the right of holders of record on the relevant
record date to receive interest due on an interest payment date). If less than
all the Notes are to be redeemed, the Trustee will select the Notes to be
redeemed by lot, pro rata or by such other method as the Trustee shall deem fair
and equitable. On or after the redemption date, interest will cease to accrue on
the Notes, or portion thereof, called for redemption.
MANDATORY REDEMPTION
Except as set forth below under "- Repurchase at the Option of Holders,"
Career is not required to make mandatory redemption or sinking fund payments
with respect to the Notes.
REPURCHASE AT THE OPTION OF HOLDERS
Upon the occurrence of a Designated Event, each Noteholder will have the
right, at the holder's option, to require Career to repurchase all or any part
(equal to $1,000 or an integral multiple thereof) of such holder's Notes
pursuant to the offer described below (the "Designated Event Offer") at a
purchase price equal to 101% of the principal amount thereof, together with
accrued and unpaid interest thereon to the Designated Event Payment Date (the
"Designated Event Payment"). Within 30 days following any Designated Event,
Career will mail a notice to each holder stating: (1) that the Designated Event
Offer is being made pursuant to the covenant in the Indenture entitled
"Designated Event" and that all Notes tendered will be accepted for payment; (2)
the purchase price and the purchase date, which shall be no earlier than 30 days
nor later than 40 days from the date such notice is mailed (the "Designated
Event Payment Date"); (3) that any Notes not tendered will continue to accrue
interest; (4) that, unless Career defaults in the payment of the Designated
Event Payment, all Notes accepted for payment pursuant to the Designed Event
Offer shall cease to accrue interest after the Designated Event Payment Date;
(5) that holders electing to have any Notes purchased pursuant to a Designated
Event Offer will be required to surrender the Notes, with the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Notes completed, to
the Paying Agent at the address specified in the notice prior to the close of
business on the third Business Day preceding the Designated Event Payment Date;
(6) that holders will be entitled to withdraw their election if the Paying Agent
receives, not later than the close of business on the second Business Day
preceding the Designated Event Payment Date, a telegram, telex, facsimile
transmission or letter setting forth the name of the holder, the principal
amount of Notes delivered for purchase, and a statement that such holder is
withdrawing his election to have such Notes purchased; and (7) that holders
whose Notes are being purchased only in part will be issued new Notes equal in
principal amount to the unpurchased portion of the Notes surrendered, which
unpurchased portion must be equal to $1,000 in principal amount or an integral
multiple thereof.
Career will comply with the requirements of Rules 13e-4 and l4e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of the Notes in connection with a Designated Event.
On the Designated Event Payment Date, Career will, to the extent lawful,
(1) accept for payment Notes or portions thereof tendered pursuant to the
Designated Event Offer, (2) deposit with the Paying Agent an amount equal to the
Designated Event Payment in respect of all Notes or portions thereof so tendered
and (3) deliver or cause to be delivered to the Trustee the Notes so accepted
together with an Officers' Certificate stating the Notes or portions thereof
tendered to Career. The Paying Agent shall promptly mail to each holder of Notes
so accepted payment in an amount equal to the
-14-
<PAGE>
purchase price for such Notes, and the Trustee shall promptly authenticate and
mail to each holder a new Note equal in principal amount to any unpurchased
portion of the Notes surrendered, if any; provided, that each such new Note
shall be in a principal amount of $1,000 or an integral multiple thereof. Career
will publicly announce the results of the Designated Event Offer on or as soon
as practicable after the Designated Event Payment Date. There can be no
assurance that Career will have the financial resources necessary to repurchase
the Notes in such circumstances.
Except as described above with respect to a Designated Event, the Indenture
does not contain any other provisions that permit the holders of the Notes to
require that Career repurchase or redeem the Notes in the event of a takeover,
recapitalization or similar restructuring.
The Designated Event purchase feature of the Notes may in certain
circumstances make more difficult or discourage a takeover of Career, and, thus,
the removal of incumbent management. The Designated Event purchase feature is a
result of negotiations between Career and the initial purchasers of the Notes
prior to the issuance of the Notes. Subject to the limitations on mergers,
consolidations and sales of assets described herein, Career could, in the
future, enter into certain transactions, including acquisitions, refinancing or
other recapitalizations, that would not constitute a Designated Event under the
Indenture, but that could "increase the amount" of Indebtedness outstanding at
such time or otherwise affect Career 's capital structure or credit ratings.
Any future credit agreements or other agreements relating to Indebtedness
of Career may contain prohibitions or restrictions on Career's ability to effect
a Designated Event Payment. If a Designated Event occurs when such prohibitions
or restrictions are in effect, Career could seek the consent of its lenders to
the purchase of Notes or could attempt to refinance the borrowings that contain
such prohibition. If Career does not obtain such a consent or repay such
borrowings, Career will be effectively prohibited from purchasing the Notes. In
such case, Career's failure to purchase tendered Notes would constitute an Event
of Default under the Indenture.
"Designated Event" means the occurrence of a Change of Control or a
Termination of Trading.
"Change of Control" means any event where: (i) any "person" or "group" (as
such terms are used in Section 13(d) and 14(d) of the Exchange Act) is or
becomes the "beneficial owner" (as defined in Rules l3d-3 and l3d-5 under the
Exchange Act) of shares representing more than 50% of the combined voting power
of the then-outstanding securities entitled to vote generally in elections of
directors of Career ("Voting Stock"), (ii) Career consolidates with or merges
into any other corporation, or any other person merges into Career, and, in the
case of any such transaction, the outstanding Career Common Stock is
reclassified into or exchanged for any other property or security, unless the
stockholders of Career immediately before such transaction own, directly or
indirectly immediately following such transaction, at least a majority of the
combined voting power of the outstanding voting securities of the corporation
resulting from such transaction in substantially the same proportion as their
ownership of the Voting Stock immediately before such transaction, (iii) Career
conveys, transfers or leases all or substantially all of its assets to any
person (other than to a wholly-owned subsidiary of Career) or (iv) any time the
Continuing Directors do not constitute a majority of the Board of Directors of
Career (or, if applicable, a successor corporation to Career).
The definition of Change of Control includes a phrase relating to the
lease, transfer or conveyance of "all or substantially all" of the assets of
Career. Although there is a developing body of case law interpreting the phrase
"substantially all," there is no precise established definition of the phrase
under applicable law. Accordingly, the ability of a holder of Notes to require
Career to repurchase such Notes as a result of a lease, transfer or conveyance
of less than all of the assets of Career to another person or group may be
uncertain.
"Continuing Director" means, as of any date of determination, any member of
the Board of Directors of Career who (i) was a member of such Board of Directors
on the date of the Indenture or (ii) was nominated for election or elected to
such Board of Directors with the approval of a majority of the Continuing
Directors who were members of such Board at the time of such nomination or
election.
"Termination of Trading" means an event where the Common Stock of Career
(or other securities into which the Notes are then convertible) is neither
listed for trading on a United States national securities exchange nor approved
for trading on an established automated over-the-counter market in the United
States.
The Merger was a Charge in Control, within the meaning of the Indenture,
and, as a result Career has become obligated under the foregoing provisions to
deliver the Designated Event Notice on or before December 14, 1996 and will be
required to repurchase the Notes from any holder who exercises their repurchase
right. Failure by Career to repurchase the Notes, or failure by AccuStaff on its
Guarantee of Career's obligations to repurchase the Notes, from any holder who
exercises the repurchase right in connection with the Merger will result in an
Event of Default under the Indenture.
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SELECTION AND NOTICE
If less than all of the Notes are to be redeemed at any time, selection of
Notes for redemption will be made by the Trustee in compliance with the
requirements of the principal national securities exchange, if any, on which the
Notes are listed, or, if the Notes are not so listed, on a pro rata basis, by
lot or by such method as the Trustee deems fair and appropriate, provided that
no Notes of $1,000 or less shall be redeemed in part. Notice of redemption will
be mailed by first class mail at least 30 but not more than 60 days before the
redemption date to each holder of Notes to be redeemed at its registered
address. If any Note is to be redeemed in part only, the notice of redemption
that relates to such Note shall state the portion of the principal amount
thereof to be redeemed. A new Note in principal amount equal to the unredeemed
portion thereof will be issued in the name of the holder thereof upon
cancellation of the original Note. Unless Career defaults in making such
redemption payment, or the Paying Agent is prohibited from making such payment
pursuant to the Indenture, interest ceases to accrue on the Notes or portions of
them called for redemption on and after the redemption date.
REGISTRATION RIGHTS
Pursuant to the Third Supplemental Indenture, AccuStaff jointly and
severally assumed Career's obligations under the Registration Agreement. In
accordance with such assumption, AccuStaff has filed a Registration Statement on
Form S-3 (the "Registration Statement"), of which this Prospectus is a part,
with the Commission to cover resales of the Notes and the Conversion Shares. The
Registration Agreement provides, among other things, that AccuStaff will use its
best efforts to keep such Registration Statement continuously effective under
the Securities Act until the third anniversary date from Issuance Date or such
earlier date on which the Notes or the Conversion Shares conversion thereof may
be sold pursuant to paragraph (k) of Rule 144 (or any successor provision)
promulgated by the Commission under the Securities Act or such earlier date as
of which all the Notes or Conversion Shares have been sold pursuant to this
Registration Statement (the "Registration Period"). If AccuStaff fails to keep
the Registration Statement continuously effective for the period specified
above, then at such time as the Registration Statement is no longer effective
and on each date thereafter that is the successive 30th day subsequent to such
time and until the earlier of (x) the date that the Registration Statement is
again deemed effective or (y) the termination of the Registration Period, the
per annum interest rate on the Notes will increase by an additional 25 basis
points; provided, however, that the interest rate will not increase by more than
50 basis points pursuant to this sentence. AccuStaff shall have the right,
however, to suspend the use of the Prospectus, which is a part of the
Registration Statement, as more fully described below.
AccuStaff will be permitted to suspend the use of the Prospectus, which is
a part of the Registration Statement, for a period not to exceed 30 days in any
three-month period or two periods not to exceed an aggregate of 60 days in any
12-month period under certain circumstances relating to pending corporate
developments, public filings with the Commission and similar events. The holders
of Notes will not be entitled to additional interest as set forth in the
discussion above solely because of such suspension.
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CONVERSION
The holder of any Note has the right, prior to the close of business on the
Business Day immediately preceding the maturity date of the Note, to convert the
principal amount thereof (or any portion thereof that is an integral multiple of
$1,000) into shares of AccuStaff Common Stock at the Conversion Price except
that if a Note is called for redemption, the conversion right will terminate at
the close of business on the Business Day immediately preceding the date fixed
for redemption. Except as described below, no adjustment will be made on
conversion of any Notes for interest accrued thereon or for dividends on any
AccuStaff Common Stock issued. If Notes not called for redemption are converted
after a record date for the payment of interest and prior to the next succeeding
interest payment date, such Notes must be accompanied by funds equal to the
interest payable on such succeeding interest payment date on the principal
amount so converted. No fractional shares will be issued upon conversion but a
cash adjustment will be made for any fractional interest.
The Conversion Price is subject to adjustment upon the occurrence of
certain events, including: (i) the issuance of shares of AccuStaff Common Stock
as a dividend or distribution on the AccuStaff Common Stock; (ii) the
subdivision or combination of the outstanding AccuStaff Common Stock; (iii) the
issuance to substantially all holders of AccuStaff Common Stock of rights or
warrants to subscribe for or purchase AccuStaff Common Stock (or securities
convertible into AccuStaff Common Stock) at a price per share less than the then
Current Market Price per share, as defined below; (iv) the distribution of
shares of Capital Stock of AccuStaff (other than common stock), evidences of
indebtedness or other assets (excluding dividends in cash, except as described
in clause (v) below) to all holders of AccuStaff Common Stock; (v) the
distribution, by dividend or otherwise, of cash to all holders of AccuStaff
Common Stock in an aggregate amount that, together with the aggregate of any
other distributions of cash that did not trigger a Conversion Price adjustment
to all holders of its AccuStaff Common Stock within the 12 months preceding the
date fixed for determining the stockholders entitled to such distribution and
all Excess Payments (as defined below) in respect of each tender offer or other
negotiated transaction by AccuStaff or any of its Subsidiaries for AccuStaff
Common Stock concluded within the preceding 12 months not triggering a
Conversion Price adjustment, exceeds 15% of the product of the Current Market
Price per share (determined as set forth below) on the date fixed for the
determination of stockholders entitled to receive such distribution times the
number of shares of AccuStaff Common Stock outstanding on such date; (vi)
payment of an Excess Payment in respect of a tender offer or other negotiated
transaction by AccuStaff or any of its Subsidiaries or affiliates for AccuStaff
Common Stock, if the aggregate amount of such Excess Payment, together with the
aggregate amount of cash distributions made within the preceding 12 months not
triggering a Conversion Price adjustment and all Excess Payments in respect of
each tender offer or other negotiated transaction by AccuStaff or any of its
Subsidiaries or affiliates for AccuStaff Common Stock concluded within the
preceding 12 months not triggering a Conversion Price adjustment, exceeds 15% of
the product of the Current Market Price per share (determined as set forth
below) on the expiration of such current tender offer or the date of payment of
such current negotiated transaction consideration times the number of shares of
AccuStaff Common Stock outstanding on such date; and (vii) the distribution to
substantially all holders of AccuStaff Common Stock of rights or warrants to
subscribe for securities (other than those referred to in clause (iii) above).
If a distribution to substantially all holders of Common Stock of rights to
subscribe for additional shares of Career's Capital stock (other than those
referred to in clause (iii) above), AccuStaff may, instead of making any
adjustment in the Conversion Price, make proper provision so that each holder of
a Note who converts such Note after the record date for such distribution and
prior to the expiration or redemption of such rights shall be entitled to
receive upon such conversion, in addition to shares of AccuStaff Common Stock,
an appropriate number of such rights. No adjustment of the Conversion Price will
be made until cumulative adjustments amount to one percent or more of the
Conversion Price as last adjusted.
If AccuStaff reclassifies or changes its outstanding common stock, or
consolidates with or merges into any person or transfers or leases all or
substantially all its assets, or is a party to a merger that reclassifies or
changes its outstanding AccuStaff Common Stock, the Notes will become
convertible into the kind and amount of securities, cash or other assets which
the holders of the Notes would have owned immediately after the transaction if
the holders had converted the Notes immediately before the effective date of the
transaction.
The Indenture also provides that if rights, warrants or options expire
unexercised the Conversion Price shall be readjusted to take into account the
actual number of such warrants, rights or options which were exercised.
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In the Indenture, the "Current Market Price" per share of Common Stock on
any date shall be deemed to be the average of the Daily Market Prices for the
shorter of (i) 30 consecutive Business Days ending on the last full Trading Day
on the exchange or market referred to in determining such Daily Market Prices
prior to the time of determination (as defined in the Indenture) or (ii) the
period commencing on the date next succeeding the first public announcement of
the issuance of such rights or warrants or such distribution through such last
full trading day prior to the time of determination.
"Excess Payment" means the excess of (A) the aggregate of the cash and fair
market value of other consideration paid by AccuStaff or any of its Subsidiaries
with respect to the shares acquired in a tender offer or other negotiated
transaction over (B) the Daily Market Price on the Trading Day immediately
following the completion of such tender offer or other negotiated transaction
multiplied by the number of acquired shares.
AccuStaff from time to time may to the extent permitted by law reduce the
Conversion Price by any amount for any period of at least 20 days (each such
reduction, an "Induced Conversion Adjustment"), in which case AccuStaff shall
give at least 15 days' notice of such reduction, if the Board of Directors has
made a determination that such reduction would be in the best interests of
AccuStaff, which determination shall be conclusive. AccuStaff may, at its
option, make such reductions in the Conversion Price, in addition to those set
forth above, as the Board of Directors deems advisable to avoid or diminish any
income tax to holders of Common Stock resulting from any dividend or
distribution of stock (or rights to acquire stock) or from any event treated as
such for income tax purposes. See "Certain Federal Income Tax Considerations."
MERGER, CONSOLIDATION OR SALE OF ASSETS
The Indenture provides that Career may not consolidate or merge with or
into any person (whether or not Career is the surviving corporation), or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all
of its properties or assets unless (i) (a) Career is the surviving or continuing
corporation or (b) the corporation formed by or surviving any such consolidation
or merger (if other than Career) or the corporation which acquires by sale,
assignment, transfer, lease, conveyance or other disposition the properties and
assets of Career is a corporation organized or existing under the laws of the
United States, any state thereof or the District of Columbia; (ii) the
corporation or person formed by or surviving any such consolidation or merger
(if other than Career) or the corporation to which such sale, assignment,
transfer, lease, conveyance or other disposition will have been made assumes all
the Obligations of Career, pursuant to a supplemental indenture in a form
reasonably satisfactory to the Trustee, under the Career Convertible Notes and
the Indenture; (iii) any such sale, assignment, transfer, lease, conveyance or
other disposition of all or substantially all of Career's properties or assets
shall be as an entirety or virtually as an entirety to one corporation; (iv)
immediately after such transaction no Default or Event of Default exists; and
(v) Career or such person shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such transaction and
the supplemental indenture comply with the Indenture and that all conditions
precedent in the Indenture relating to such transaction have been satisfied.
PAYMENTS FOR CONSENT
Neither Career nor any of its Subsidiaries or affiliates will, directly or
indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any holder of any Notes for or as an inducement
to any consent, waiver or amendment of any of the terms or provisions of the
Indenture or the Notes unless such consideration is offered to be paid or agreed
to be paid to all holders of the Notes that consent, waive or agree to amend in
the time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.
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REPORTS
Whether or not required by the rules and regulations of the Commission, so
long as any Notes are outstanding, AccuStaff will file with the Commission and
furnish to the holders of Notes all quarterly and annual financial information
required to be contained in a filing with the Commission on Forms 10-Q and 10-K,
including a "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and, with respect to the annual consolidated financial
statements only, a report thereon by AccuStaff's independent auditors.
EVENTS OF DEFAULT AND REMEDIES
The Indenture provides that each of the following constitutes an Event of
Default: (i) default for 30 days in the payment when due of interest on the
Notes; (ii) default in payment when due of principal on the Notes; (iii) failure
by Career to comply with the provisions described under "-Designated Event";
(iv) failure by Career for 60 days after the receipt of written notice to comply
with certain other covenants and agreements contained in the Indenture or the
Notes; (v) default under any mortgage, indenture or instrument under which there
may be issued or by which there may be secured or evidenced any Indebtedness for
money borrowed by Career or any of its Subsidiaries (or the payment of which is
guaranteed by Career or any of its Subsidiaries), whether such Indebtedness or
guarantee now exists, or is created after the date on which the Notes are first
authenticated and issued, which default (a) is caused by a failure to pay when
due principal or interest on such Indebtedness within the grace period provided
in such Indebtedness (which failure continues beyond any applicable grace
period) (a "Payment Default") or (b) results in the acceleration of such
Indebtedness prior to its express maturity (without such acceleration being
rescinded or annulled) and, in each case, the principal amount of any such
Indebtedness, together with the principal amount of any other such Indebtedness
under which there has been a Payment Default or the maturity of which has been
so accelerated, aggregates $10 million or more; (vi) failure by Career or any
Subsidiary of Career to pay final non-appealable judgments (other than any
judgment as to which a reputable insurance company has accepted full liability)
aggregating in excess of $10 million, which judgments are not stayed within 60
days after their entry; and (vii) certain events of bankruptcy or insolvency
with respect to Career or any of its Material Subsidiaries.
If any Event of Default occurs and is continuing, the Trustee or the
holders of at least 25 % in principal amount of the then-outstanding Notes may
declare all the Notes to be due and payable immediately. Notwithstanding the
foregoing, in the case of an Event of Default arising from certain events of
bankruptcy or insolvency, with respect to Career or any Material Subsidiary, all
outstanding Notes will become due and payable without further action or notice.
Holders of the Notes may not enforce the Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, holders of a majority
in principal amount of the then-outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from holders of the
Notes notice of any continuing Default or Event of Default (except a Default or
Event of Default relating to the payment of principal or interest) if it
determines that withholding notice is in their interest.
The holders of a majority in aggregate principal amount of the Notes then
outstanding by notice to the Trustee may on behalf of the holders of all of the
Notes waive any existing Default or Event of Default and its consequences under
the Indenture except a continuing Default or Event of Default in the payment of
the Designated Event Payment or interest on, or the principal of, the Notes.
Career is required to deliver to the Trustee annually a statement regarding
compliance with the Indenture, and Career is required, upon becoming aware of
any Default or Event of Default, to deliver to the Trustee a statement
specifying such Default or Event of Default.
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TRANSFER AND EXCHANGE
A holder may transfer or exchange Notes in accordance with the Indenture.
The Registrar and the Trustee may require a holder, among other things, to
furnish appropriate endorsements and transfer documents and Career may require a
holder to pay any taxes and fees required by law or permitted by the Indenture.
Career is not required to exchange or register the transfer of any Note selected
for redemption. Also, Career is not required to transfer or exchange any Note
for a period of 15 days before a selection of Notes to be redeemed.
The registered holder of a Note will be treated as the owner of it for all
purposes.
AMENDMENT, SUPPLEMENT AND WAIVER
Except as provided in the next succeeding paragraph, the Indenture or the
Notes may be amended or supplemented with the consent of the holders of at least
a majority in principal amount of the then-outstanding Notes (including consents
obtained in connection with a tender offer or exchange offer for Notes), and any
existing default or compliance with any provision of the Indenture or the Notes
may be waived with the consent of the holders of a majority in principal amount
of the then-outstanding Notes (including consents obtained in connection with a
tender offer or exchange offer for Notes).
Without the consent of each holder affected, an amendment or waiver may not
(with respect to any Notes held by a nonconsenting holder of Notes) (i) reduce
the amount of Notes whose holders must consent to an amendment, supplement or
waiver, (ii) reduce the principal of or change the fixed maturity of any Note or
alter the provisions with respect to the redemption of the Notes, (iii) reduce
the rate of or change the time for payment of interest on any Note, (iv) waive a
default in the payment of the Designated Event Payment or principal of, or
interest on, any Notes (except a rescission of acceleration of the Notes by the
holders of at least a majority in aggregate principal amount of the Notes and a
waiver of the payment default that resulted from such acceleration), (v) make
any Note payable in money other than that stated in the Notes, (vi) make any
change in the provisions of the Indenture relating to waivers of past Defaults
or the rights of holders of Notes to receive payments of principal of or
interest on the Notes, (vii) waive a redemption payment with respect to any
Note, (viii) impair the right to convert the Notes into AccuStaff Common Stock,
(ix) make any change in the foregoing amendment and waiver provisions.
Notwithstanding the foregoing, without the consent of any holder of Notes,
Career and the Trustee may amend or supplement the Indenture or the Notes to cum
any ambiguity, defect or inconsistency, to provide for uncertificated Notes in
addition to or in place of certificated Notes, to provide for the assumption of
Career's obligations to holders of the Notes in the case of a merger or
consolidation, to make any change that would provide any additional rights or
benefits to the holders of the Notes or that does not adversely affect the legal
rights under the Indenture of any such holder, or to comply with requirements of
the Commission in order to qualify, or maintain the qualification of, the
Indenture under the Trust Indenture Act.
CONCERNING THE TRUSTEE
The Indenture contains certain limitations on the rights of the Trustee,
should it become a creditor of Career, to obtain payment of claims in certain
cases, or to realize on certain property received in respect of any such claim
as security or otherwise. The Trustee will be permitted to engage in other
transactions; however, if it acquires any conflicting interest it must eliminate
such conflict within 90 days, apply to the Commission for permission to continue
or resign.
The holders of a majority in principal amount of the then-outstanding Notes
will have the right to direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee, subject to
certain exceptions. The Indenture provides that, in case an Event of Default
occurs (which is not cured), the Trustee will be required, in the exercise of
its power, to use the degree of care of a prudent man in the conduct of his own
affairs. Subject to such provisions, the Trustee will be under no obligation to
exercise any of its rights or powers under the Indenture at
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the request of any holder of Notes, unless such holder has offered to the
Trustee security and indemnity satisfactory to it against any loss, liability or
expense.
ADDITIONAL INFORMATION
AccuStaff will provide, without charge, to each person to whom a copy of
this Prospectus is delivered, including any beneficial owner, upon written or
oral request of such person, a copy of the Indenture and Registration Agreement.
Requests should be directed to AccuStaff Incorporated, 6440 Atlantic Boulevard,
Jacksonville, Florida 32211, Attn: Michael D. Abney, Chief Financial Officer,
(904) 725-5574.
CERTAIN DEFINITIONS
Set forth below are certain defined terms used in the Indenture. Reference
is made to the Indenture for a full disclosure of all such terms, as well as any
other capitalized terms used herein for which no definition is provided.
"Capital Stock" means any and all shares, interests, participations, rights
or other equivalents (however designated) of equity interests in any entity,
including, without limitation, corporate stock and partnership interests.
"Default" means any event that is or, with the passage of time or the
giving of notice or both, would be an Event of Default.
"GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as may be approved by a significant segment of the accounting
profession of the United States, which are in effect from time to time.
"Guarantee" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including, without limitation, letters of credit and
reimbursement agreements in respect thereof), of all or any part of any
indebtedness.
"Indebtedness" means, with respect to any person, all obligations, whether
or not contingent, of such person (i)(a) for borrowed money (including, but not
limited to, any indebtedness secured by a security interest, mortgage or other
lien on the assets of such person which is (1) given to secure all or part of
the purchase price of property ]subject thereto, whether given to the vendor of
such property or to another, or (2) existing on property at the time of
acquisition thereof), (b) evidenced by a note, debenture, bond or written
instrument, (c) under a lease required to be capitalized on the balance sheet of
the lessee under GAAP or under any lease or related document (including a
purchase agreement) which provides that such person is contractually obligated
to purchase or to cause a third party to purchase such leased property, (d) in
respect of letters of credit, bank guarantees or bankers' acceptances (including
reimbursement obligations with respect to any of the foregoing), (e) with
respect to Indebtedness secured by a mortgage, pledge, lien, encumbrance, charge
or adverse claim affecting title or resulting in an encumbrance to which the
property or assets of such person are subject, whether or not the obligation
secured thereby shall have been assumed or Guaranteed by or shall otherwise be
such person's legal liability, (f) in respect of the balance of deferred and
unpaid purchase price of any property or assets, and (g) under interest rate or
currency swap agreements, cap, floor and collar agreements, spot and forward
contracts and similar agreements and arrangements; (ii) with respect to any
obligation of others of the type described in the preceding clause (i) or under
clause (iii) below assumed by or guaranteed in any manner by such person or in
effect guaranteed by such person through an agreement to purchase (including,
without limitation, "take or pay" and similar arrangements), contingent or
otherwise (and the obligations of such person under any such assumptions,
guarantees or other such arrangements); and (iii) any and all deferrals,
renewals, extensions, refinancings and refundings of, or amendments,
modifications or supplements to, any of the foregoing.
"Issuance Date'' means the date on which the Notes are first authenticated
and issued.
"Material Subsidiary" means any Subsidiary of Career which is a
"significant subsidiary" as defined in Rule 1-02(w) of Regulation S-X under the
Securities Act and the Exchange Act (as such Regulation is in effect on the date
hereof).
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"Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.
"Subsidiary" means any corporation, association or other business entity of
which more than 50% of the total voting power of shares of Capital Stock
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by any person or one or more of the other
Subsidiaries of that person or a combination thereof.
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
The following is a general discussion of certain United States federal
income tax considerations relevant to holders of the Notes who purchase such
Notes pursuant to this Offering. This discussion is based upon the Internal
Revenue Code of 1986, as amended (the "Code"), existing, temporary and proposed
Treasury Regulations, Internal Revenue Service ("IRS") rulings and judicial
decisions now in effect, all of which are subject to change (possibly with
retroactive effect) or different interpretations. This discussion does not
purport to deal with all aspects of federal income taxation that may be relevant
to a particular investor's decision to purchase the Notes, and it is not
intended to be wholly applicable to all categories of investors, some of which,
such as dealers in securities, banks, insurance companies, tax-exempt
organizations and non-United States persons, may be subject to special rules. In
addition, this discussion is limited to persons that purchase the Notes in the
Offering and hold the Notes as a "capital asset" within the meaning of Section
1221 of the Code and not as part of a "straddle" or a "conversion transaction"
as those terms are defined in the Code. This summary discusses the tax
considerations applicable to the initial purchasers of the Notes who purchase
the Notes at their "issue price" as defined in Section 1273 of the Code and does
not discuss the tax considerations applicable to subsequent purchasers of the
Notes. AccuStaff has not sought any ruling from the IRS with respect to the
statements made and the conclusions reached in the following summary, and there
can be no assurance that the IRS will agree with such statements and
conclusions.
ALL PROSPECTIVE PURCHASERS OF THE NOTES ARE ADVISED TO CONSULT THEIR OWN
TAX ADVISORS REGARDING THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF
THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE NOTES AND THE COMMON STOCK
ISSUABLE UPON CONVERSION THEREOF.
PAYMENT OF INTEREST
Interest on a Note generally will be includable in the income of a holder
as ordinary income at the time such interest is received or accrued, in
accordance with such holder's method of accounting for United States federal
income tax purposes.
SALE, EXCHANGE OR REDEMPTION OF THE NOTES
Upon the sale, exchange or redemption of a Note, a holder generally will
recognize capital gain or loss equal to the difference between (i) the amount of
cash proceeds and the fair market value of any property received on the sale,
exchange or redemption (except to the extent such amount is attributable to
accrued interest income not previously included in income which is taxable as
ordinary income) and (ii) such holder's adjusted tax basis in the Note. A
holder's adjusted tax basis in a Note generally will equal the cost of the Note
to such holder. Such capital gain or loss will be long-term capital gain or loss
if the holder's holding period in the Note is more than one year at the time of
sale, exchange or redemption.
CONVERSION OF THE NOTES
In general, a holder of a convertible note generally will not recognize
gain or loss upon the conversion of the note into stock of the issuer of the
note, but will recognize gain or loss upon the conversion of the note into stock
of a different corporation unless that corporation is also an obligor on the
note.
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AccuStaff has unconditionally guaranteed the payment and conversion
obligations of the Notes. It is unclear whether the terms of the guarantee are
sufficient to characterize AccuStaff as an obligor of the Notes. Therefore, no
assurance can be given that holders of the Notes will not be required to
recognize gain or loss upon the conversion of Notes into AccuStaff Common Stock.
HOLDERS OF CONVERTIBLE NOTES SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO
THE TAX CONSEQUENCES OF THE CONVERSION OF NOTES INTO ACCUSTAFF COMMON STOCK.
IF ACCUSTAFF IS NOT DEEMED TO BE AN OBLIGOR OF THE NOTES, THEN A HOLDER
WILL RECOGNIZE GAIN OR LOSS UPON CONVERSION, MEASURED BY THE DIFFERENCE BETWEEN
THE HOLDER'S TAX BASIS IN THE NOTES AND FAIR MARKET VALUE OF THE ACCUSTAFF
COMMON STOCK RECEIVED IN EXCHANGE THEREFOR.
If AccuStaff is deemed to be an obligor of the Notes, then a holder
generally will not recognize gain or loss upon conversion, except to the extent
the AccuStaff Common Stock issued upon conversion is attributable to accrued
interest on the Notes. If AccuStaff is deemed to be an obligor of the Notes, the
basis of the AccuStaff Common Stock received upon conversion will be the same as
the basis of the Notes exchanged therefore (less any portion thereof allocable
to cash received in lieu of a fractional share), and the holding period of the
AccuStaff Common Stock received upon conversion will include the holding period
of the Notes exchanged therefor.
Cash received in lieu of a fractional share of AccuStaff Common Stock
should be treated as payment in exchange for such fractional share. Gain or loss
recognized on the receipt of cash paid in lieu of a fractional share generally
will equal the difference between the amount of cash received and the amount of
tax basis allocable to the fractional share.
DIVIDENDS
Distributions paid on shares of AccuStaff Common Stock will constitute
dividends for United States federal income tax purposes to the extent of
AccuStaff's current or accumulated earnings and profits and will be includable
in the income of a holder as ordinary income. Dividends paid to holders that are
United States corporations may qualify for the dividends-received-deduction.
To the extent, if any, that a holder receives a distribution on shares of
common stock that would otherwise constitute a dividend for United States
federal income tax purposes but that exceeds current and accumulated earnings
and profits of AccuStaff, such distribution will be treated first as a non-
taxable return of capital reducing the holder's basis in the shares of Common
Stock. Any such distribution in excess of the holder's basis in the shares of
Common Stock will be treated as capital gain.
CONSTRUCTIVE DISTRIBUTION
If at any time (i) AccuStaff makes a distribution of cash or property to
its stockholders or purchases AccuStaff Common Stock and such distribution or
purchase would be a taxable distribution to such stockholders for United States
federal income tax purposes (e.g., distributions of evidences of indebtedness or
assets of AccuStaff, but generally not stock dividends or rights to subscribe
for Common Stock) and, pursuant to the anti dilution provision of the Indenture,
the conversion rate of the Notes is increased, or (ii), the conversion rate of
the Notes is increased at the discretion of AccuStaff, such increase in
conversion rate may be deemed to be the payment of a taxable distribution to
holders of Notes (pursuant to Section 305 of the Code). Such a deemed
distribution will be taxable as a dividend, return of capital, or capital gain
in accordance with the earnings and profits rules discussed under " -
Dividends." Holders of Notes could therefore have taxable income as a result of
an event pursuant to which they received no cash or property.
-23-
<PAGE>
SALE OF COMMON STOCK
Upon the sale or exchange of AccuStaff Common Stock, a holder generally
will recognize capital gain or loss equal to the difference between (i) the
amount of cash and the fair market value of any property received upon the sale
or exchange and (ii) such holder's adjusted tax basis in the AccuStaff Common
Stock. Such capital gain or loss will be long-term if the holder's holding
period in AccuStaff Common Stock is more than one year at the time of the sale
or exchange. A holder's basis and holding period in AccuStaff Common Stock
received upon conversion of a Career Note are determined as discussed above
under " - Conversion of the Notes."
INFORMATION REPORTING AND BACKUP WITHHOLDING TAX
In general, information reporting requirements will apply to payments of
principal, premium, if any, and interest on a Note, payments of dividends on
AccuStaff Common Stock, payments of the proceeds of the sale of a Note and
payments of the proceeds of the sale of AccuStaff Common Stock to certain
noncorporate holders, and a 31% backup withholding tax may apply to such
payments if the holder (i) fails to furnish or certify his correct taxpayer
identification number to the payor in the manner required, (ii) is notified by
the Internal Revenue Service (the "IRS") that he has failed to report payments
of interest and dividends properly, or (iii) under certain circumstances, fails
to certify that he has not been notified by the IRS that he is subject to backup
withholding for failure to report interest and dividend payments. Any amounts
withheld under the backup withholding rules from a payment to a holder will be
allowed as a credit against such holder's United States federal income tax and
may entitle the holder to a refund, provided that the required minimum
information is furnished to the IRS.
LEGAL MATTERS
The legality of the Conversion Shares and certain federal income tax
consequences have been passed upon for AccuStaff by Alston & Bird, Atlanta,
Georgia. The legality of the Notes has been passed upon by Reid & Priest, LLP,
New York, New York.
EXPERTS
The following financial statements incorporated by reference in this
Prospectus have been so incorporated in reliance on the reports of Coopers &
Lybrand L.L.P. independent accountants, given on the authority of that firm as
experts in accounting and auditing:
. The consolidated balance sheets of AccuStaff as of December 31,
1995 and January 1, 1995 and the related consolidated statements
of income, stockholders' equity and cash flows for each of the
three fiscal years in the period ended December 31, 1995.
. The supplemental consolidated balance sheets of AccuStaff
Incorporated and subsidiaries as of December 31, 1995 and January
1, 1995, and the related supplemental consolidated statements of
income, stockholders' equity and cash flows for each of the three
years in the period ended December 31, 1995.
. The consolidated financial statements of Career Horizons, Inc.
and subsidiaries as of June 30, 1995 and 1994, and for each of
the three years in the period ended June 30, 1995 and as of
December 31, 1995 and for the six months ended December 31, 1995.
. The combined balance sheet of Excel Temporary Services, Inc. and
affiliated companies as of December 31, 1995 and the related
statement of income, stockholders' equity and cash flows for the
year then ended.
-24-
<PAGE>
. The balance sheets of Perma Temps as of December 31, 1995 and
1994 and the related statements of income, stockholders' equity
and cash flows for each of the two years in the period ended
December 31, 1995.
. The combined balance sheets of Special Counsel International,
Inc. and its affiliates as of December 31, 1994 and 1993, and the
related combined statements of income, stockholders' equity and
cash flows for each of the two years in the period ended December
31, 1994.
. The balance sheet of Bogard Temps, Inc. as of December 31, 1994,
and the related statements of income, retained earnings and cash
flows for the year then ended.
. The balance sheets of Matthews Professional Employment
Specialists, Inc. as of December 31, 1994 and 1993 and the
related statements of income (loss), stockholders' equity and
cash flows for each of the three years in the period ended
December 31, 1994.
. The balance sheet of HNS Software, Inc. as of December 31, 1995
and related statement of income, stockholders' equity and cash
flows for the year then ended.
. The balance sheet of Staffware, Inc. as of December 31, 1995, and
the related statement of income, stockholders' equity and cash
flows for the year then ended.
. The balance sheet of DataCorp Business Systems, Inc. as of
December 31, 1995 and the related statements of income,
stockholders' equity and cash flows for the year then ended.
. The balance sheet of Openware Technologies, Inc. as of December
31, 1995 and the related statements of income, stockholders'
equity and cash flows for the year then ended.
. The balance sheets of McKinley as of September 30, 1995 and 1994
and the related statements of income, stockholders' equity and
cash flows for the years then ended.
The balance sheets of Computer Professionals, Inc. as of December 31, 1994
and 1993 and the related statements of income, stockholders' equity and cash
flows for each of the years in the two year period ended December 31, 1994
incorporated by reference in this Prospectus have been audited by McGladrey &
Pullen, LLP, independent auditors, as stated in their report incorporated by
reference herein and are so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
The balance sheets of Advance/Possis Technical Services, Inc. as of
September 30, 1995 and 1994 and related statements of income, retained earnings
and cash flows for each of the two years in the period ended September 30, 1995
incorporated by reference into this Prospectus have been audited by Bertram,
Vallez, Kaplan and Talbot, LTD, independent auditors, as stated in their report
incorporated by reference herein and are so incorporated in reliance upon the
report of such firm given upon their authority as experts in accounting and
auditing.
The balance sheets of GW Temporaries, Inc. and Goldfarb-Wasson Associates,
Inc. as of December 31, 1995 and March 31, 1995 and 1994 and the related
statements of income, expense and retained earnings and cash flows for the nine
months ended December 31, 1995 and each of the two years in the period ended
March 31, 1995. incorporated by reference in this Prospectus, have been audited
by Stadler, Rosenblum & Saris, independent auditors, as stated in their reports
incorporated by reference herein and are so incorporated in reliance upon the
reports of such firm given upon their authority as experts in accounting and
auditing.
The combined balance sheets of Additional Technical Support, Inc. and
affiliated companies as of July 31, 1995 and 1994 and the related statements of
income, stockholders' equity and cash flows for each of the two years in the
period ended July 31, 1995, incorporated by reference in this Prospectus have
been audited by Nyhan & Mazza, P.C., independent auditors, as stated in their
report incorporated by reference herein and are so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
-25-
<PAGE>
The balance sheet of Career Enhancement International, Inc. as of December
31, 1995 and the related statements of income, stockholders' equity and cash
flows for the year then ended, incorporated by reference in this Prospectus have
been audited by Dennis I. Berner, C.P.A., independent auditor, as stated in his
report incorporated by reference herein and are so incorporated in reliance upon
the report of such individual given upon his authority as an expert in
accounting and auditing.
The balance sheet of Perspective Technology Corporation as of December 31,
1995 and the related statements of income, stockholder's equity and cash flows
for the year then ended, incorporated by reference in this Prospectus have been
audited by Beers & Cutler PLLC, independent auditors, as stated in their report
incorporated by reference herein and are so incorporated in reliance upon the
report of such firm given upon their authority as experts in accounting and
auditing.
The financial statements of Programming Enterprises, Inc. dba Mini-Systems
Associates as of December 23, 1994 and for the 52 weeks ended December 23, 1994,
appearing in Career Horizons, Inc.'s Amended Current Report on Form 8-K/A dated
December 20, 1995, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated herein by
reference. Such financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
The balance sheet of Programming Enterprises, Inc. as of December 24, 1993,
and the related statements of income and retained earnings and cash flows for
the 52-week period ended December 24, 1993 included in Career's Amended Current
Report on Form 8-K/A dated December 20, 1995, have been audited by BDO Seidman,
LLP, independent auditors, as set forth in their report thereon incorporated
herein by reference in reliance upon such report given on authority of such firm
as experts in accounting and auditing.
The balance sheets of Zeitech, Inc. as of December 31, 1994 and 1993, and
the related statements of income, changes in stockholders' equity and cash flows
for the years then ended appearing in Career's Amended Current Report on Form 8-
K/A dated December 20, 1995, have been audited by Dorfman, Abrams, Music & Co.,
independent auditors, as set forth in their report thereon incorporated herein
by reference in reliance upon such report given on the authority of such firm as
experts in accounting and auditing.
The combined balance sheets of Management Search, Inc. and Subsidiary and
Affiliate as of March 31, 1995 and 1994, and the related combined statements of
operations, stockholder's deficit and cash flows for the years then ended
appearing in Career's Current Report on Form 8-K, dated May 1, 1996, have been
audited by KPMG Peat Marwick LLP, independent auditors, as set forth in their
report thereon incorporated herein by reference in reliance upon such report
given on the authority of such firm as experts in accounting and auditing.
The combined financial statements of Century Temporary Services, Inc.
and Grant Management Company at December 31, 1995 and 1994, and for the years
then ended, appearing in Career's Current Report on Form 8-K dated May 1, 1996
have been audited by Ernst & Young, LLP, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference. The
combined financial statements referred to above audited by Ernst & Young, LLP
are incorporated herein by reference in reliance on their report given their
authority as experts in accounting and auditing.
The combined balance sheet of Daedalian Group, Inc. and Subsidiaries as of
January 31, 1996 and 1995, and the related consolidated statements of income,
stockholders' equity and cash flows for the years then ended appearing in
Career's Current Report on Form 8-K, dated August 28, 1996, have been audited by
Levine, Hughes & Mithuen, Inc., independent auditors, as set forth in their
report thereon incorporated herein by reference in reliance upon such report
given on the authority of such firm as experts in accounting and auditing.
The balance sheet of TSG Professional Services, Inc. as of December 31,
1995 and January 1, 1995 and the related statements of income, stockholders'
equity and cash flows for the years then ended appearing in Career's Current
Report on Form 8-K, dated September 16, 1996, have been audited by Dubois &
Bornstein, P.C., independent auditors, as set
-26-
<PAGE>
forth in their report thereon incorporated herein by reference in reliance upon
such report given on the authority of such firm as experts in accounting and
auditing.
-27-
<PAGE>
================================================================================
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY ACCUSTAFF OR THE SELLING
STOCKHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH
OFFER TO SELL OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING
SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM
IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
___________________
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
AVAILABLE INFORMATION...........................................
INCORPORATION OF CERTAIN
INFORMATION
BY REFERENCE..................................................
SUMMARY.........................................................
RISK FACTORS....................................................
THE COMPANY.....................................................
USE OF PROCEEDS.................................................
RATIO OF EARNINGS TO FIXED CHARGES..............................
SELLING SECURITYHOLDERS.........................................
PLAN OF DISTRIBUTION............................................
DESCRIPTION OF NOTES............................................
CERTAIN FEDERAL INCOME TAX
CONSEQUENCES....................................................
LEGAL MATTERS...................................................
EXPERTS.........................................................
</TABLE>
CAREER HORIZONS, INC.
$86,250,000 OF 7% CAREER CONVERTIBLE SENIOR
NOTES DUE 2002
_____
ACCUSTAFF
INCORPORATED
7,599,077 SHARES OF COMMON STOCK
___________________
P R O S P E C T U S
___________________
DECEMBER __, 1996
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Registration Fee $26,136.36
Accounting Fees and Expenses 45,000.00
Legal Fees and Expenses 10,000.00
Miscellaneous Expenses 5,000.00
----------
Total $86,136.00
</TABLE>
The foregoing items, except for the registration fee to the Securities and
Exchange Commission, are estimated. AccuStaff has agreed to bear all expenses in
connection with the registration of the Securities being offered hereby.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 10 of AccuStaff's Bylaws requires AccuStaff to indemnify a present
or former director of the Registrant for liabilities, including legal expenses,
arising by reason of service in such capacity if such person shall have acted in
good faith and in a manner be reasonably believed to be in or not opposed to the
best interests of the corporation, and in any criminal proceeding if such person
had no reasonable cause to believe his conduct was unlawful. However, under the
Florida Business Corporation Act no indemnification may be made with respect to
any matter as to which the actions of such director shall have been adjudged to
constitute (i) a violation of criminal law unless the individual had reasonable
cause to believe his conduct was lawful or had no reason to believe his conduct
was unlawful; (ii) a transaction from which the individual derived an improper
personal benefit; (iii) a circumstance under which the liability provisions of
Section 607.0834 of the Florida Business Corporation Act, which related to
unlawful distribution of company assets, as presently or hereinafter enacted,
are applicable; or (iv) willful misconduct or conscious disregard of the best
interests of the corporation in certain proceedings. Moreover, in the case of
actions brought by or in the right of the corporation, indemnification may be
made if the person acted in good faith, and in a manner that such person
reasonably believed to be in, or not opposed to, the best interests of the
corporation; provided, however, that no indemnification may be made for any
claim, issue or matter as to which such person shall have been adjudged to be
liable, unless, and only to the extent that, the court in which the judgment was
made or another court of competent jurisdiction determines that such person is
entitled to indemnification.
AccuStaff has also entered into agreements with each of its current
directors and executive officers pursuant to which it is obligated to indemnify
those persons to the fullest extent authorized by law and to advance payments to
cover defense costs against an unsecured obligation to repay such advances if it
is ultimately determined that the recipient of the advance is not entitled to
indemnification. The indemnification agreements provide that no indemnification
or advancement of expenses shall be made (a) if a final adjudication establishes
that the indemnification actions or omissions were material to the cause of
certain adjudicated and constitute (i) a violation of criminal law (unless the
indemnitee had reasonable cause to believe that his actions were lawful), (ii) a
transaction from which the indemnitee derived an improper personal benefit,
(iii) an unlawful distribution or dividend when the Florida Business Corporation
Act, or (iv) willful misconduct or a conscious disregard for the joint interests
of AccuStaff in a derivative or shareholder action, (b) for liability under
Section 16(b) of the Securities Exchange Act of 1934, as amended, or (c) if a
final decision by a court having jurisdiction in the matter determines that
indemnification is not lawful.
II-2
<PAGE>
In addition, pursuant to the authority of Florida law, the Articles of
Incorporation of AccuStaff also eliminates the monetary liability of directors
to the fullest extent permitted under Florida law.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions, the Registrant
has been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
ITEM 16 EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
2.1 Agreement and Plan of Merger, dated as of August 25, 1996, by and
among AccuStaff, Career and Sunrise Merger Corporation,
incorporated by reference to Exhibit 2.1 to AccuStaff's Form 8-K
dated August 25, 1996. (File No. 0-24484).
3.1 Certificate of Incorporation, as amended, incorporated by
reference to AccuStaff's Annual Report on Form 10-K for the year
ended December 31, 1995 (File No. 0-24484).
3.2 Bylaws, as amended, incorporated by reference to AccuStaff's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1996
(File No. 0-24484).
4.1 See Exhibits 3.1 and 3.2 for provisions of the Certificate of
Incorporation and Bylaws of AccuStaff defining rights of holders
of Common Stock of AccuStaff.
4.2 Indenture, dated as of October 19, 1995 between Career Horizons,
Inc. and Chemical Bank, as Trustee. (1)
4.3 First Supplemental Indenture, dated October 19, 1996 among
Career, each of the subsidiaries of Career and the Trustee. (1)
4.4 Second Supplemental Indenture, dated November 13, 1996, by and
among Career, each of the subsidiaries of Career and the Trustee.
4.5 Third Supplemental Indenture dated November 14, 1996, by and
among Career, each of the subsidiaries of Career and the Trustee.
4.6 Form of Convertible Note (1).
4.7 Registration Agreement, dated October 16, 1995, between Career
Horizon, Inc. and Salomon Brothers Inc, as Representative of the
Initial Purchasers named in Schedule I thereto. (1)
5.1 Opinion of Alston & Bird as to the legality of the Conversion
Shares being offered by the Selling Securityholders.*
5.2 Opinion of Reid & Priest LLP as to the legality of the Notes
being offered by the Selling Securityholders. (1)
8.1 Opinion of Alston & Bird as to certain federal income tax
matters.*
12.1 Computation of Ratio of Earnings to Fixed Charges.
II-3
<PAGE>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
23.1 Consent of Alston & Bird (included in their opinions filed as
Exhibits 5.1 and 8.1).*
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of McGladrey & Pullen, LLP.
23.4 Consent of Bertram, Vallez, Kaplan & Talbot, LTD.
23.5 Consent of Stadtler, Roseblum & Saris.
23.6 Consent of Nyhan & Mazza, P.C.
23.7 Consent of Dennis I. Berner, C.P.A.
23.8 Consent of Beers & Cutler PLLC.
23.9 Consent of Ernst & Young, LLP.*
23.10 Consent of KPMG Peat Marwick LLP.
23.11 Consent of BDO Seidman, L.L.P.
23.12 Consent of Dorfman, Abrams, Music & Co.
23.13 Consent of Levine, Hughes & Mithuen, Inc.
23.14 Consent of Reid & Priest LLP.*
23.15 Consent of Dubois & Bornstein, P.C.
24.1 Power of Attorney (included as part of the signature pages
hereto).
25.1 Statement of Eligibility of Trustee on Form T-1.(1)
______________
(1) Previously filed as an exhibit to Career's registration statement on
Form S-3 (Reg. No. 33-99840) and incorporated by reference herein.
* To be filed by amendment
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrants hereby undertake:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any required by section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in the
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus
filed with the
II-4
<PAGE>
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20% change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the Effective
Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
Section do not apply if the Registration Statement is on Form S-3,
Form S-8 or Form F-3 and the information required to be included in
a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefor, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment for the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Jacksonville, State of Florida, on December 23,
1996.
ACCUSTAFF INCORPORATED
By: /s/ Derek E. Dewan
------------------------------
Derek E. Dewan
Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Derek E. Dewan and Michael D. Abney, and
each of them, as true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution for him or her and in his name or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully and to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all which said
attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, may lawfully do, or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
/s/ Derek E. Dewan Chairman of the Board, President and December 23, 1996
____________________________
Derek E. Dewan Chief Executive Officer
(principal executive, financial
and accounting officer)
/s/ Michael D. Abney Senior Vice President, Chief Financial December 23, 1996
____________________________
Michael D. Abney Officer and Assistant Secretary
(principal financial officer)
/s/ Sean D. Mann Controller December 23, 1996
____________________________
Sean D. Mann (principal accounting officer)
/s/ John K. Anderson, Jr. Director December 23, 1996
____________________________
John K. Anderson, Jr.
</TABLE>
II-6
<PAGE>
<TABLE>
<S> <C> <C>
/s/ T. Wayne Davis Director December 23, 1996
- ---------------------------
T. Wayne Davis
Director
- ---------------------------
Stephen A. Hoffmann.
/s/ Delores P. Kesler Director December 23, 1996
- ---------------------------
Delores P. Kesler
/s/ Walter W. Macauley Director December 23, 1996
- ---------------------------
Walter W. Macauley
/s/ William H. Thumel, Jr Director December 23, 1996
- ---------------------------
William H. Thumel, Jr.
</TABLE>
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Jacksonville, State of Florida, on the 23rd day of
December, 1996.
CAREER HORIZONS, INC.
By: /s/ Derek E. Dewan
------------------------------
Derek E. Dewan
Chairman of the Board, President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Derek E. Dewan and Michael D. Abney and
each of them (with full power to each of them to act alone) his true and lawful
attorney-in-fact and agent, with full capacities, to sign any or all amendments
including post-effective amendments to this Registration Statement and to file
the same with all exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission granting unto said attorneys-in-fact
and agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Derek E. Dewan Chairman of the Board, President and December 23, 1996
- ---------------------------
Derek E. Dewan Chief Executive Officer (principal executive,
financial and accounting officer)
/s/ Stephen A. Hoffmann Treasurer, Secretary and Director December 23, 1996
- ---------------------------
Stephen A. Hoffmann
</TABLE>
II-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Woodbury, State of New York, on the 23rd day of
December, 1996.
CAREER HORIZONS GOVERNMENT SERVICES, INC.
By: /s/ Walter W. Macauley
---------------------------------------
Walter W. Macauley
Chairman of the Board of Directors,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Derek E. Dewan and Michael D. Abney and
each of them (with full power to each of them to act alone) his true and lawful
attorney-in-fact and agent, with full capacities, to sign any or all amendments
including post-effective amendments to this Registration Statement and to file
the same with all exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission granting unto said attorneys-in-fact
and agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Walter W. Macauley Chairman of the Board of Directors, December 23, 1996
- -----------------------------------
Walter W. Macauley President and Chief Executive Officer
(principal executive officer)
/s/ Michael T. Druckman Senior Vice President, Chief Financial Officer, December 23, 1996
- -----------------------------------
Michael T. Druckman Treasurer and Director
(principal financial and accounting officer)
/s/ Mike G. Reinecke Vice President, Secretary, General Counsel December 23, 1996
- -----------------------------------
Mike G. Reinecke and Director
</TABLE>
II-9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Woodbury, State of New York, on the 23rd day of
December, 1996.
CH PAYROLL SERVICES, INC.
By: /s/ Walter W. Macauley
------------------------------------
Walter W. Macauley
Chairman of the Board of Directors,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Derek E. Dewan and Michael D. Abney and
each of them (with full power to each of them to act alone) his true and lawful
attorney-in-fact and agent, with full capacities, to sign any or all amendments
including post-effective amendments to this Registration Statement and to file
the same with all exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission granting unto said attorneys-in-fact
and agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Walter W. Macauley Chairman of the Board of Directors, December 23, 1996
- -----------------------------------
Walter W. Macauley President and Chief Executive Officer
(principal executive officer)
/s/ Michael T. Druckman Senior Vice President, Chief Financial Officer, December 23, 1996
- -----------------------------------
Michael T. Druckman Treasurer and Director
(principal financial and accounting officer)
/s/ Mike G. Reinecke Vice President, Secretary, General Counsel December 23, 1996
- -----------------------------------
Mike G. Reinecke and Director
</TABLE>
II-10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Woodbury, State of New York, on the 23rd day of
December, 1996.
CHI FINANCIAL SERVICES, INC.
By: /s/ Walter W. Macauley
------------------------------------
Walter W. Macauley
Chairman of the Board of Directors
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Derek E. Dewan and Michael D. Abney and
each of them (with full power to each of them to act alone) his true and lawful
attorney-in-fact and agent, with full capacities, to sign any or all amendments
including post-effective amendments to this Registration Statement and to file
the same with all exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission granting unto said attorneys-in-fact
and agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Walter W. Macauley Chairman of the Board of Directors, December 23, 1996
- ----------------------------
Walter W. Macauley President and Chief Executive Officer
(principal executive officer)
/s/ Michael T. Druckman Senior Vice President, Chief December 23, 1996
- --------------------------- Financial Officer,
Michael T. Druckman Treasurer and Director
(principal financial and accounting officer)
Senior Vice President and Director
___________________________
Arnold Rind
</TABLE>
II-11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Woodbury, State of New York, on the 23rd day of
December, 1996.
CHI SERVICES, INC.
By: /s/ Walter W. Macauley
------------------------------------
Walter W. Macauley
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Derek E. Dewan and Michael D. Abney and
each of them (with full power to each of them to act alone) his true and lawful
attorney-in-fact and agent, with full capacities, to sign any or all amendments
including post-effective amendments to this Registration Statement and to file
the same with all exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission granting unto said attorneys-in-fact
and agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Walter W. Macauley Chairman of the Board of Directors December 23, 1996
- ----------------------
Walter W. Macauley (principal executive officer)
/s/ Michael T. Druckman Senior Vice President, Chief December 23, 1996
- -----------------------
Michael T. Druckman Financial Officer,
Treasurer and Director
(principal financial and accounting officer)
President, Chief Executive
_______________________
Allen J. Gershlak Officer and Director
</TABLE>
II-12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Woodbury, State of New York, on the 23rd day of
December, 1996.
CHI TEMPORARY SERVICES, INC.
By: /s/ Walter W. Macauley
----------------------------------
Walter W. Macauley
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Derek E. Dewan and Michael D. Abney and
each of them (with full power to each of them to act alone) his true and lawful
attorney-in-fact and agent, with full capacities, to sign any or all amendments
including post-effective amendments to this Registration Statement and to file
the same with all exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission granting unto said attorneys-in-fact
and agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Walter W. Macauley Chairman of the Board of Directors December 23, 1996
- -----------------------------------
Walter W. Macauley (principal executive officer)
/s/ Michael T. Druckman President, Chief Executive Officer and December 23, 1996
- -----------------------------------
Michael T. Druckman Director
(principal financial and accounting officer)
/s/ Mike G. Reinecke Vice President, Secretary, General Counsel December 23, 1996
- -----------------------------------
Mike G. Reinecke and Director
</TABLE>
II-13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Woodbury, State of New York, on the 23rd day of
December, 1996.
CONTEMPORARY GRAPHICS GROUP, INC.
By: /s/ Walter W. Macauley
----------------------
Walter W. Macauley
Chairman of the Board of Directors,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Derek E. Dewan and Michael D. Abney and
each of them (with full power to each of them to act alone) his true and lawful
attorney-in-fact and agent, with full capacities, to sign any or all amendments
including post-effective amendments to this Registration Statement and to file
the same with all exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission granting unto said attorneys-in-fact
and agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Walter W. Macauley Chairman of the Board of Directors, December 23, 1996
- ------------------------------
Walter W. Macauley President and Chief Executive Officer
(principal executive officer)
/s/ Michael T. Druckman Senior Vice President, Chief December 23, 1996
- ------------------------------
Michael T. Druckman Financial Officer,
Treasurer and Director
(principal financial and accounting officer)
Vice President and Director
______________________________
Catherine Camera
</TABLE>
II-14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Woodbury, State of New York, on the 23rd day of
December, 1996.
CONTRACT STAFFING GROUP, INC.
By: /s/ Walter W. Macauley
---------------------------------
Walter W. Macauley
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Derek E. Dewan and Michael D. Abney and
each of them (with full power to each of them to act alone) his true and lawful
attorney-in-fact and agent, with full capacities, to sign any or all amendments
including post-effective amendments to this Registration Statement and to file
the same with all exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission granting unto said attorneys-in-fact
and agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Walter W. Macauley Chairman of the Board of Directors December 23, 1996
- -----------------------------------
Walter W. Macauley (principal executive officer)
/s/ Michael T. Druckman Senior Vice President, Chief Financial Officer, December 23, 1996
- -----------------------------------
Michael T. Druckman Treasurer and Director
(principal financial and accounting officer)
/s/ Mike G. Reinecke Vice President, General Counsel, Secretary December 23, 1996
- -----------------------------------
Mike G. Reinecke and Director
</TABLE>
II-15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Woodbury, State of New York, on the 23rd day of
December, 1996.
EIM ASSOCIATES, INC.
By: /s/ Walter W. Macauley
--------------------------------------
Walter W. Macauley
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Derek E. Dewan and Michael D. Abney and
each of them (with full power to each of them to act alone) his true and lawful
attorney-in-fact and agent, with full capacities, to sign any or all amendments
including post-effective amendments to this Registration Statement and to file
the same with all exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission granting unto said attorneys-in-fact
and agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Walter W. Macauley Chairman of the Board of Directors December 23, 1996
- -----------------------------------
Walter W. Macauley (principal executive officer)
/s/ Michael T. Druckman Senior Vice President, Chief Financial Officer, December 23, 1996
- -----------------------------------
Michael T. Druckman Treasurer and Director
(principal financial and accounting officer)
President and Director
___________________________________
Ellen Morris
/s/ Catherine A. Camera Director December 23, 1996
- -----------------------------------
Catherine Camera
</TABLE>
II-16
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Woodbury, State of New York, on the 23rd day of
December, 1996.
HEALTH FORCE, INC.
By: /s/ Walter W. Macauley
---------------------------------------
Walter W. Macauley
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Derek E. Dewan and Michael D. Abney and
each of them (with full power to each of them to act alone) his true and lawful
attorney-in-fact and agent, with full capacities, to sign any or all amendments
including post-effective amendments to this Registration Statement and to file
the same with all exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission granting unto said attorneys-in-fact
and agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Walter W. Macauley Chairman of the Board of Directors December 23, 1996
- ----------------------------------
Walter W. Macauley (principal executive officer)
/s/ Michael T. Druckman Senior Vice President, Chief December 23, 1996
- ------------------------------------
Michael T. Druckman Financial Officer,
Treasurer and Director
(principal financial and accounting officer)
President and Director
___________________________________
Gary J. Spirgel
</TABLE>
II-17
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Woodbury, State of New York, on the 23rd day of
December, 1996.
HEALTH FORCE OPERATING CORP.
By: /s/ Walter W. Macauley
------------------------------------
Walter W. Macauley
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Derek E. Dewan and Michael D. Abney and
each of them (with full power to each of them to act alone) his true and lawful
attorney-in-fact and agent, with full capacities, to sign any or all amendments
including post-effective amendments to this Registration Statement and to file
the same with all exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission granting unto said attorneys-in-fact
and agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Walter W. Macauley Chairman of the Board of Directors December 23, 1996
- ----------------------------------
Walter W. Macauley (principal executive officer)
/s/ Michael T. Druckman Senior Vice President, Chief December 23, 1996
- -----------------------------------
Michael T. Druckman Financial Officer,
Treasurer and Director
(principal financial and accounting officer)
President and Director
________________________________
Gary J. Spirgel
</TABLE>
II-18
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Woodbury, State of New York, on the 23rd day of
December, 1996.
MEDI-FORCE, INC.
By: /s/ Walter W. Macauley
------------------------------------
Walter W. Macauley
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Derek E. Dewan and Michael D. Abney and
each of them (with full power to each of them to act alone) his true and lawful
attorney-in-fact and agent, with full capacities, to sign any or all amendments
including post-effective amendments to this Registration Statement and to file
the same with all exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission granting unto said attorneys-in-fact
and agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Walter W. Macauley Chairman of the Board of Directors December 23, 1996
- ----------------------------------
Walter W. Macauley (principal executive officer)
/s/ Michael T. Druckman Senior Vice President, Chief December 23, 1996
- -----------------------------------
Michael T. Druckman Financial Officer,
Treasurer and Director (principal financial and
accounting officer)
President, Chief Executive
___________________________________
Gary J. Spirgel Officer and Director
</TABLE>
II-19
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Woodbury, State of New York, on the 23rd day of
December, 1996.
PL SERVICES, INC.
By: /s/ Walter W. Macauley
----------------------------------
Walter W. Macauley
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Derek E. Dewan and Michael D. Abney and
each of them (with full power to each of them to act alone) his true and lawful
attorney-in-fact and agent, with full capacities, to sign any or all amendments
including post-effective amendments to this Registration Statement and to file
the same with all exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission granting unto said attorneys-in-fact
and agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Walter W. Macauley Chairman of the Board of Directors December 23, 1996
- -----------------------------------
Walter W. Macauley (principal executive officer)
/s/ Michael T. Druckman Senior Vice President, Chief December 23, 1996
- -----------------------------------
Michael T. Druckman Financial Officer,
Treasurer and Director
(principal financial and accounting officer)
</TABLE>
II-20
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Woodbury, State of New York, on the 23rd day of
December, 1996.
POTOMAC PERSONNEL SERVICES, INC.
By: /s/ Walter W. Macauley
-------------------------------------
Walter W. Macauley
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Derek E. Dewan and Michael D. Abney and
each of them (with full power to each of them to act alone) his true and lawful
attorney-in-fact and agent, with full capacities, to sign any or all amendments
including post-effective amendments to this Registration Statement and to file
the same with all exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission granting unto said attorneys-in-fact
and agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Walter W. Macauley Chairman of the Board of Directors December 23, 1996
- ----------------------------------
Walter W. Macauley (principal executive officer)
/s/ Michael T. Druckman Senior Vice President, Chief December 23, 1996
- ---------------------------------
Michael T. Druckman Financial Officer,
Treasurer and Director
(principal financial and accounting officer)
Director
_________________________________
Allen J. Gershlak
</TABLE>
II-21
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Woodbury, State of New York, on the 23rd day of
December, 1996.
PROFESSIONALS FOR COMPUTING, INC.
By: /s/ Walter W. Macauley
-----------------------------------
Walter W. Macauley
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Derek E. Dewan and Michael D. Abney and
each of them (with full power to each of them to act alone) his true and lawful
attorney-in-fact and agent, with full capacities, to sign any or all amendments
including post-effective amendments to this Registration Statement and to file
the same with all exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission granting unto said attorneys-in-fact
and agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Walter W. Macauley Chairman of the Board of Directors December 23, 1996
- --------------------------------
Walter W. Macauley (principal executive officer)
/s/ Michael T. Druckman Senior Vice President, Chief
- --------------------------------
Michael T. Druckman Financial Officer, December 23, 1996
Treasurer and Director
(principal financial and accounting officer)
Director
_________________________________
Robert Graven
</TABLE>
II-22
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Woodbury, State of New York, on the 23rd day of
December, 1996.
STAFF-ADDITIONS INC.
By: /s/ Walter W. Macauley
-------------------------------------
Walter W. Macauley
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Derek E. Dewan and Michael D. Abney and
each of them (with full power to each of them to act alone) his true and lawful
attorney-in-fact and agent, with full capacities, to sign any or all amendments
including post-effective amendments to this Registration Statement and to file
the same with all exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission granting unto said attorneys-in-fact
and agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Walter W. Macauley Chairman of the Board of Directors December 23, 1996
- -----------------------------------
Walter W. Macauley (principal executive officer)
/s/ Michael T. Druckman Senior Vice President, Chief Financial Officer, December 23, 1996
- -----------------------------------
Michael T. Druckman Treasurer and Assistant Secretary
(principal financial and accounting officer)
/s/ Mike G. Reinecke Vice President, General Counsel, Secretary December 23, 1996
- -----------------------------------
Mike G. Reinecke and Director
Director
___________________________________
Allen J. Gershlak
</TABLE>
II-23
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Woodbury, State of New York, on the 23rd day of
December, 1996.
STAFFING RESOURCES (SC), INC.
By: /s/ Walter W. Macauley
--------------------------------------
Walter W. Macauley
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Derek E. Dewan and Michael D. Abney and
each of them (with full power to each of them to act alone) his true and lawful
attorney-in-fact and agent, with full capacities, to sign any or all amendments
including post-effective amendments to this Registration Statement and to file
the same with all exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission granting unto said attorneys-in-fact
and agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Walter W. Macauley Chairman of the Board of Directors December 23, 1996
- --------------------------------
Walter W. Macauley (principal executive officer)
/s/ Michael T. Druckman Senior Vice President, Chief
- --------------------------------
Michael T. Druckman Financial Officer, December 23, 1996
Treasurer and Director
(principal financial and accounting officer)
Director
________________________________
Allen J. Gershlak
</TABLE>
II-24
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Woodbury, State of New York, on the 23rd day of
December, 1996.
TEMP FORCE, INC.
By: /s/ Walter W. Macauley
--------------------------------------
Walter W. Macauley
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Derek E. Dewan and Michael D. Abney and
each of them (with full power to each of them to act alone) his true and lawful
attorney-in-fact and agent, with full capacities, to sign any or all amendments
including post-effective amendments to this Registration Statement and to file
the same with all exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission granting unto said attorneys-in-fact
and agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Walter W. Macauley Chairman of the Board of Directors December 23, 1996
- -------------------------------
Walter W. Macauley (principal executive officer)
/s/ Michael T. Druckman Senior Vice President, Chief
- -------------------------------
Michael T. Druckman Financial Officer, December 23, 1996
Treasurer and Director
(principal financial and accounting officer)
Director
_______________________________
Allen J. Gershlak
</TABLE>
II-25
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Woodbury, State of New York, on the 23rd day of
December, 1996.
TEMPORARIES INCORPORATED
By: /s/ Walter W. Macauley
---------------------------------------
Walter W. Macauley
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Derek E. Dewan and Michael D. Abney and
each of them (with full power to each of them to act alone) his true and lawful
attorney-in-fact and agent, with full capacities, to sign any or all amendments
including post-effective amendments to this Registration Statement and to file
the same with all exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission granting unto said attorneys-in-fact
and agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Walter W. Macauley Chairman of the Board of Directors December 23, 1996
- ---------------------------------
Walter W. Macauley (principal executive officer)
/s/ Michael T. Druckman Senior Vice President, Chief
- ---------------------------------
Michael T. Druckman Financial Officer, December 23, 1996
Treasurer and Director
(principal financial and accounting officer)
Director
_________________________________
Allen J. Gershlak
</TABLE>
II-26
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Woodbury, State of New York, on the 23rd day of
December, 1996.
THE ORIGINAL TEMPO HEALTHPOWER, INC.
By: /s/ Walter W. Macauley
---------------------------------------
Walter W. Macauley
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Derek E. Dewan and Michael D. Abney and
each of them (with full power to each of them to act alone) his true and lawful
attorney-in-fact and agent, with full capacities, to sign any or all amendments
including post-effective amendments to this Registration Statement and to file
the same with all exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission granting unto said attorneys-in-fact
and agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Walter W. Macauley Chairman of the Board of Directors December 23, 1996
- -----------------------------------
Walter W. Macauley (principal executive officer)
/s/ Michael T. Druckman Senior Vice President, Chief
- -----------------------------------
Michael T. Druckman Financial Officer, December 23, 1996
Treasurer and Director
(principal financial and accounting officer)
Director
___________________________________
Allen J. Gershlak
</TABLE>
II-27
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Woodbury, State of New York, on the 23rd day of
December, 1996.
PROGRAMMING ENTERPRISES, INC.
D/B/A MINISYSTEMS ASSOCIATES
By: /s/ Walter W. Macauley
---------------------------------------
Walter W. Macauley
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Derek E. Dewan and Michael D. Abney and
each of them (with full power to each of them to act alone) his true and lawful
attorney-in-fact and agent, with full capacities, to sign any or all amendments
including post-effective amendments to this Registration Statement and to file
the same with all exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission granting unto said attorneys-in-fact
and agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Walter W. Macauley Chairman of the Board of Directors December 23, 1996
- -----------------------------------
Walter W. Macauley (principal executive officer)
/s/ Michael T. Druckman Senior Vice President, Chief Financial Officer, December 23, 1996
- -----------------------------------
Michael T. Druckman Treasurer and Director
(principal financial and accounting officer)
/s/ Mike G. Reinecke Vice President, Secretary, General Counsel December 23, 1996
- -----------------------------------
Mike G. Reinecke and Director
</TABLE>
II-28
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Woodbury, State of New York, on the 23rd day of
December, 1996.
ZEITECH INC.
By: /s/ Walter W. Macauley
---------------------------------
Walter W. Macauley
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Derek E. Dewan and Michael D. Abney and
each of them (with full power to each of them to act alone) his true and lawful
attorney-in-fact and agent, with full capacities, to sign any or all amendments
including post-effective amendments to this Registration Statement and to file
the same with all exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission granting unto said attorneys-in-fact
and agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Walter W. Macauley Chairman of the Board of Directors December 23, 1996
- -----------------------------------
Walter W. Macauley (principal executive officer)
/s/ Michael T. Druckman Senior Vice President, Treasurer December 23, 1996
- -----------------------------------
Michael T. Druckman and Director
(principal financial and accounting officer)
/s/ Mike G. Reinecke Vice President, Secretary, General Counsel December 23, 1996
- -----------------------------------
Mike G. Reinecke and Director
</TABLE>
II-29
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Woodbury, State of New York, on the 23rd day of
December, 1996.
TEMPS & CO. SERVICES, INC.
By: /s/Walter W. Macauley
---------------------
Walter W. Macauley
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Derek E. Dewan and Michael D. Abney and
each of them (with full power to each of them to act alone) his true and lawful
attorney-in-fact and agent, with full capacities, to sign any or all amendments
including post-effective amendments to this Registration Statement and to file
the same with all exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission granting unto said attorneys-in-fact
and agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Walter W. Macauley Chairman of the Board of Directors December 23, 1996
- -----------------------------------
Walter W. Macauley (principal executive officer)
/s/ Michael T. Druckman Senior Vice President, Chief Financial Officer, December 23, 1996
- -----------------------------------
Michael T. Druckman Treasurer and Director
(principal financial and accounting officer)
/s/ Mike G. Reinecke Vice President, Secretary, General Counsel December 23, 1996
- -----------------------------------
Mike G. Reinecke and Director
</TABLE>
II-30
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Woodbury, State of New York, on the 23rd day of
December, 1996.
TEMPS & CO. FRANCHISING, INC.
By: /s/ Walter W. Macauley
----------------------------------
Walter W. Macauley
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Derek E. Dewan and Michael D. Abney and
each of them (with full power to each of them to act alone) his true and lawful
attorney-in-fact and agent, with full capacities, to sign any or all amendments
including post-effective amendments to this Registration Statement and to file
the same with all exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission granting unto said attorneys-in-fact
and agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Walter W. Macauley Chairman of the Board of Directors December 23, 1996
- -----------------------------------
Walter W. Macauley (principal executive officer)
/s/ Michael T. Druckman Senior Vice President, Chief Financial Officer, December 23, 1996
- -----------------------------------
Michael T. Druckman Treasurer and Director
(principal financial and accounting officer)
/s/ Mike G. Reinecke Vice President, Secretary, General Counsel December 23, 1996
- -----------------------------------
Mike G. Reinecke and Director
</TABLE>
II-31
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Woodbury, State of New York, on the 23rd day of
December, 1996.
AMERICAN COMPUTER PROFESSIONALS, INC.
By: /s/ Walter W. Macauley
----------------------------------
Walter W. Macauley
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Derek E. Dewan and Michael D. Abney and
each of them (with full power to each of them to act alone) his true and lawful
attorney-in-fact and agent, with full capacities, to sign any or all amendments
including post-effective amendments to this Registration Statement and to file
the same with all exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission granting unto said attorneys-in-fact
and agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Walter W. Macauley Chairman of the Board of Directors December 23, 1996
- -----------------------------------
Walter W. Macauley (principal executive officer)
/s/ Michael T. Druckman Senior Vice President, Chief Financial Officer, December 23, 1996
- -----------------------------------
Michael T. Druckman Treasurer and Director
(principal financial and accounting officer)
/s/ Mike G. Reinecke Vice President, Secretary, General Counsel December 23, 1996
- -----------------------------------
Mike G. Reinecke and Director
</TABLE>
II-32
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Woodbury, State of New York, on the 23rd day of
December, 1996.
CENTURY TEMPORARY SERVICES, INC.
By: /s/ Walter W. Macauley
----------------------------------
Walter W. Macauley
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Derek E. Dewan and Michael D. Abney and
each of them (with full power to each of them to act alone) his true and lawful
attorney-in-fact and agent, with full capacities, to sign any or all amendments
including post-effective amendments to this Registration Statement and to file
the same with all exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission granting unto said attorneys-in-fact
and agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Walter W. Macauley Chairman of the Board of Directors December 23, 1996
- -----------------------------------
Walter W. Macauley (principal executive officer)
/s/ Michael T. Druckman Senior Vice President, Chief Financial Officer, December 23, 1996
- -----------------------------------
Michael T. Druckman Treasurer and Director
(principal financial and accounting officer)
/s/ Mike G. Reinecke Vice President, Secretary, General Counsel December 23, 1996
- -----------------------------------
Mike G. Reinecke and Director
</TABLE>
II-33
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Woodbury, State of New York, on the 23rd day of
December, 1996.
THE RICHARD MICHAEL GROUP, INC.
By: /s/ Walter W. Macauley
----------------------------------
Walter W. Macauley
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Derek E. Dewan and Michael D. Abney and
each of them (with full power to each of them to act alone) his true and lawful
attorney-in-fact and agent, with full capacities, to sign any or all amendments
including post-effective amendments to this Registration Statement and to file
the same with all exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission granting unto said attorneys-in-fact
and agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Walter W. Macauley Chairman of the Board of Directors December 23, 1996
- -----------------------------------
Walter W. Macauley (principal executive officer)
/s/ Michael T. Druckman Senior Vice President, Chief Financial Officer, December 23, 1996
- -----------------------------------
Michael T. Druckman Treasurer and Director
(principal financial and accounting officer)
/s/ Mike G. Reinecke Vice President, Secretary, General Counsel December 23, 1996
- -----------------------------------
Mike G. Reinecke and Director
</TABLE>
II-34
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Woodbury, State of New York, on the 23rd day of
December, 1996.
DIAL A TEMPORARY, INC.
By: /s/ Walter W. Macauley
----------------------------------
Walter W. Macauley
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Derek E. Dewan and Michael D. Abney and
each of them (with full power to each of them to act alone) his true and lawful
attorney-in-fact and agent, with full capacities, to sign any or all amendments
including post-effective amendments to this Registration Statement and to file
the same with all exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission granting unto said attorneys-in-fact
and agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Walter W. Macauley Chairman of the Board of Directors December 23, 1996
- -----------------------------------
Walter W. Macauley (principal executive officer)
/s/ Michael T. Druckman Senior Vice President, Chief Financial Officer, December 23, 1996
- -----------------------------------
Michael T. Druckman Treasurer and Director
(principal financial and accounting officer)
/s/ Mike G. Reinecke Vice President, Secretary, General Counsel December 23, 1996
- -----------------------------------
Mike G. Reinecke and Director
</TABLE>
II-35
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Woodbury, State of New York, on the 23rd day of
December, 1996.
BERGER IT CO.
By: /s/ Walter W. Macauley
----------------------------------
Walter W. Macauley
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Derek E. Dewan and Michael D. Abney and
each of them (with full power to each of them to act alone) his true and lawful
attorney-in-fact and agent, with full capacities, to sign any or all amendments
including post-effective amendments to this Registration Statement and to file
the same with all exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission granting unto said attorneys-in-fact
and agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Walter W. Macauley Chairman of the Board of Directors December 23, 1996
- -----------------------------------
Walter W. Macauley (principal executive officer)
/s/ Michael T. Druckman Senior Vice President, Chief Financial Officer, December 23, 1996
- -----------------------------------
Michael T. Druckman Treasurer and Director
(principal financial and accounting officer)
/s/ Mike G. Reinecke Vice President, Secretary, General Counsel December 23, 1996
- -----------------------------------
Mike G. Reinecke and Director
Chief Executive Officer and Director
___________________________________
Wayne Berger
President and Director
___________________________________
Juan Solano, III
</TABLE>
II-36
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Woodbury, State of New York, on the 23rd day of
December, 1996.
TSG PROFESSIONAL SERVICES, INC.
By: /s/ Walter W. Macauley
----------------------------------
Walter W. Macauley
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Derek E. Dewan and Michael D. Abney and
each of them (with full power to each of them to act alone) his true and lawful
attorney-in-fact and agent, with full capacities, to sign any or all amendments
including post-effective amendments to this Registration Statement and to file
the same with all exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission granting unto said attorneys-in-fact
and agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Walter W. Macauley Chairman of the Board of Directors December 23, 1996
- -----------------------------------
Walter W. Macauley (principal executive officer)
/s/ Michael T. Druckman Senior Vice President, Chief Financial Officer, December 23, 1996
- -----------------------------------
Michael T. Druckman Treasurer and Director
(principal financial and accounting officer)
/s/ Mike G. Reinecke Vice President, Secretary, General Counsel December 23, 1996
- -----------------------------------
Mike G. Reinecke and Director
</TABLE>
II-37
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Woodbury, State of New York, on the 23rd day of
December, 1996.
LEGAL SUPPORT PERSONNEL, INC.
By: /s/ Derek E. Dewan
----------------------------------
Derek E. Dewan
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Derek E. Dewan and Michael D. Abney and
each of them (with full power to each of them to act alone) his true and lawful
attorney-in-fact and agent, with full capacities, to sign any or all amendments
including post-effective amendments to this Registration Statement and to file
the same with all exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission granting unto said attorneys-in-fact
and agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Derek E. Dewan Chairman of the Board of Directors December 23, 1996
- -----------------------------------
Derek E. Dewan (principal executive officer)
/s/ Michael T. Druckman Senior Vice President, Chief Financial Officer, December 23, 1996
- -----------------------------------
Michael T. Druckman Treasurer and Director
(principal financial and accounting officer)
/s/ Mike G. Reinecke Vice President, Secretary, General Counsel December 23, 1996
- -----------------------------------
Mike G. Reinecke and Director
President and Director
___________________________________
Daniel Court
Vice President and Director
__________________________________
Brenda Pace
</TABLE>
II-38
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
2.1 Agreement and Plan of Merger, dated as of August 25, 1996, by and
among AccuStaff, Career and Sunrise Merger Corporation,
incorporated by reference to Exhibit 2.1 to AccuStaff's Form 8-K
dated August 25, 1996. (File No. 0-24484).
3.1 Certificate of Incorporation, as amended, incorporated by
reference to AccuStaff's Annual Report on Form 10-K for the year
ended December 31, 1995 (File No. 0-24484).
3.2 Bylaws, as amended, incorporated by reference to AccuStaff's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1996
(File No. 0-24484).
4.1 See Exhibits 3.1 and 3.2 for provisions of the Certificate of
Incorporation and Bylaws of AccuStaff defining rights of holders
of Common Stock of AccuStaff.
4.2 Indenture, dated as of October 19, 1995 between Career Horizons,
Inc. and Chemical Bank, as Trustee. (1)
4.3 First Supplemental Indenture, dated October 19, 1996 among
Career, each of the subsidiaries of Career and the Trustee. (1)
4.4 Second Supplemental Indenture dated November 13, 1996 and among
Career, each of the subsidiaries of Career and the Trustee.
4.5 Third Supplemental Indenture dated November 14, 1996 by and among
Career, each of the subsidiaries of Career and the Trustee.
4.6 Form of Convertible Note. (1)
4.7 Registration Agreement, dated October 16, 1995, between Career
Horizon, Inc. and Salomon Brothers Inc, as Representative of the
Initial Purchasers named in Schedule I thereto. (1)
5.1 Opinion of Alston & Bird as to the legality of the Conversion
Shares being offered by the Selling Securityholders.*
5.2 Opinion of Reid & Priest LLP as to the legality of the Note being
offered hereby by the Selling Securityholders. (1)
8.1 Opinion of Alston & Bird as to certain federal income tax
matters.*
12.1 Computation of Ratio of Earnings to Fixed Charges.
23.1 Consent of Alston & Bird (included in their opinions filed as
Exhibits 5.1 and 8.1).*
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of McGladrey & Pullen, LLP.
23.4 Consent of Bertram, Vallez, Kaplan & Talbot, LTD.
23.5 Consent of Stadtler, Roseblum & Saris.
II-39
<PAGE>
23.6 Consent of Nyhan & Mazza, P.C.
23.7 Consent of Dennis I. Berner, C.P.A.
23.8 Consent of Beers & Cutler PLLC.
23.9 Consent of Ernst & Young, LLP.*
23.10 Consent of KPMG Peat Marwick LLP.
23.11 Consent of BDO Seidman, L.L.P.
23.12 Consent of Dorfman, Abrams, Music & Co.
23.13 Consent of Levine, Hughes & Mithuen, Inc.
23.14 Consent of Reid & Priest LLP.*
23.15 Consent of Dubois & Bernstein, P.C.
24.1 Power of Attorney (included as part of the signature pages
hereto).
25.1 Statement of Eligibility of Trustee on Form T-1. (1)
______________
(1) Previously filed as an exhibit to Career's registration statement on
Form S-3 (Reg. No. 33-99840) and incorporated by reference herein.
* To be filed by amendment
II-40
<PAGE>
Exhibit 4.4
SECOND SUPPLEMENTAL INDENTURE
-----------------------------
SECOND SUPPLEMENTAL INDENTURE, dated as of November 13, 1996 (the
"Second Supplemental Indenture"), to the INDENTURE (as defined below), among
Career Horizons, Inc., a Delaware corporation (the "Company"), the Guarantors
(as defined in the Indenture), each of the Subsidiaries of the Company listed on
Schedule A annexed hereto (collectively, the "Additional Guarantors") and The
Chase Manhattan Bank (formerly known as Chemical Bank), a New York banking
corporation, as Trustee (together with any successor trustee appointed in
accordance with the terms of the Indenture, the "Trustee").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Company has issued 7% Convertible Senior Notes due 2002
(the "Securities") in the aggregate principal amount of $86,250,000 under and
pursuant to the Indenture, dated as of October 19, 1995, as amended and
supplemented by the First Supplemental Indenture dated as of October 19, 1995
(as so amended and supplemented, the "Indenture"), between the Company and the
Trustee;
WHEREAS, Section 10.01 (f) of the Indenture provides that the Company
and the Trustee may amend and supplement the Indenture without the consent of
any Noteholder to make any change that provides any additional rights or
benefits to the holders of Securities;
WHEREAS, the Company and the Trustee have determined to enter into
this Second Supplemental Indenture for the purpose of providing for the
guarantee of the Securities by newly acquired Subsidiaries of the Company;
WHEREAS, all consents and notices required to be obtained and given as
conditions to the execution of this Second Supplemental Indenture pursuant to
the Indenture and all other documents relating to the Securities have been
obtained and given;
NOW, THEREFORE, for and in consideration of the premises and the
mutual covenants and agreements hereinafter set forth, the parties hereto agree
as follows:
<PAGE>
ARTICLE I.
AUTHORIZATION; DEFINITIONS
Section 1.01. Second Supplemental Indenture. This Second
-----------------------------
Supplemental Indenture is supplemental to, and is entered into in accordance
with Section 10.01 of, the Indenture, and except as modified, amended and
supplemented by this Second Supplemental Indenture, the provisions of the
Indenture are in all respects ratified and confirmed and shall remain in full
force and effect.
Section 1.02. Definitions. Unless the context shall otherwise
-----------
require, all terms which are defined in Section 1.01 of the Indenture shall have
the same meanings, respectively, in this Second Supplemental Indenture as such
terms are given in said Section 1.01 of the Indenture.
ARTICLE II.
ADDITIONAL GUARANTORS
Section 2.01. Additional Guarantors. Pursuant to Section 12.02 of
---------------------
the Indenture, each of the Additional Guarantors (as defined in the Preamble of
this Second Supplemental Indenture) hereby expressly assumes the obligations of,
and otherwise agrees to perform all of the duties of, a Guarantor under the
Indenture, subject to the terms and conditions thereof, as of the date set forth
opposite the name of such Subsidiary on Schedule A hereto.
ARTICLE III.
MISCELLANEOUS
Section 3.01. Effective Date. This Second Supplemental Indenture
--------------
shall become effective upon execution and delivery hereof.
Section 3.02. Counterparts. This Second Supplemental Indenture may
------------
be executed in several counterparts, each of which shall be an original and all
of which shall constitute but one and the same instrument.
Section 3.03. Acceptance. The Trustee accepts the Indenture, as
----------
supplemented by this Second Supplemental Indenture, and agrees to perform the
same upon the terms and conditions set forth therein as so supplemented. The
Trustee shall not be responsible in any manner whatsoever for or in respect of
the validity or sufficiency of this Second Supplemental Indenture or the due
execution by the Company or for or in respect of
- 2 -
<PAGE>
the recitals contained herein, all of which are made by the Company solely.
Section 3.04. Successors and Assigns. All covenants and agreements
----------------------
in this Second Supplemental Indenture by the Company or the Trustee shall bind
its respective successors and assigns, whether so expressed or not.
Section 3.05. Severability. In case any provision in this Second
------------
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
Section 3.06. Governing Law. This Second Supplemental Indenture
-------------
shall be governed by and construed in accordance with the internal laws of the
State of New York, without regard to conflicts of laws provisions thereof.
Sections 3.07. Incorporation into Indenture. All provisions of this
----------------------------
Second Supplemental Indenture shall be deemed to be incorporated in, and made a
part of, the Indenture; and the Indenture, as amended and supplemented by this
Second Supplemental Indenture, shall be read, taken and construed as one and the
same instrument.
IN WITNESS WHEREOF, the parties have caused this Second Supplemental
Indenture to be duly executed, all as of the date first above written.
CAREER HORIZONS, INC.
/s/ Michael T. Druckman
---------------------------------------
By: Michael T. Druckman
Title: Senior Vice President, Chief
Financial Officer and Treasurer
THE GUARANTORS:
CAREER HORIZONS GOVERNMENT SERVICES,
INC.
CH PAYROLL SERVICES, INC.
CHI FINANCIAL SERVICES, INC.
CHI SERVICES, INC.
CHI TEMPORARY SERVICES, INC.
CONTEMPORARY GRAPHICS GROUP, INC.
CONTRACT STAFFING GROUP, INC.
EIM ASSOCIATES, INC.
HEALTH FORCE, INC.
HEALTH FORCE OPERATION CORP.
MEDI-FORCE, INC.
- 3 -
<PAGE>
PL SERVICES, INC.
POTOMAC PERSONNEL SERVICES, INC.
PROFESSIONALS FOR COMPUTING,INC.
STAFF-ADDITIONS INC.
STAFFING RESOURCES (SC), INC.
TEMP FORCE, INC.
TEMPORARIES INCORPORATED
THE ORIGINAL TEMPO HEALTHPOWER, INC.
/s/ Michael T. Druckman
-------------------------------------
All By: Michael T. Druckman
Title: Senior Vice President
THE ADDITIONAL GUARANTORS:
PROGRAMMING ENTERPRISES, INC.
ZEITECH INC.
TEMPS & CO. SERVICES, INC.
TEMPS & CO. FRANCHISING, INC.
AMERICAN COMPUTER PROFESSIONALS, INC.
CENTURY TEMPORARY SERVICES, INC.
THE RICHARD MICHAEL GROUP, INC.
DIAL A TEMPORARY, INC.
BERGER IT CO.
TSG PROFESSIONAL SERVICES, INC.
LEGAL SUPPORT PERSONNEL, INC.
/s/ Michael T. Druckman
-------------------------------------
All By: Michael T. Druckman
Title: Senior Vice President
THE CHASE MANHATTAN BANK, AS TRUSTEE
/s/ Andrew M. Deck
________________________________________
By:
Title:
- 4 -
<PAGE>
Exhibit 4.5
THIRD SUPPLEMENTAL INDENTURE
----------------------------
THIRD SUPPLEMENTAL INDENTURE, dated as of November 14, 1996 (the
"Third Supplemental Indenture"), to the INDENTURE (as defined below), among
Career Horizons, Inc., a Delaware corporation (the "Company"), AccuStaff
Incorporated, a Florida corporation ("AccuStaff"), the Guarantors (as defined in
the Indenture) and The Chase Manhattan Bank (formerly known as Chemical Bank), a
New York banking corporation, as Trustee (the "Trustee").
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, the Company has issued 7% Convertible Senior Notes Due 2002
(the "Securities") in the aggregate principal amount of $86,250,000 under and
pursuant to the Indenture, dated as of October 19, 1995, between the Company and
the Trustee, as amended and supplemented by all Supplemental Indentures thereto
as of the date hereof (the "Indenture"); and
WHEREAS, the Company, AccuStaff and Sunrise Merger Corporation, a
Delaware corporation and wholly owned subsidiary of AccuStaff ("Newco"), have
entered into an Agreement and Plan of Merger, dated as of August 25, 1996,
pursuant to which, at the close of business on the date hereof, (a) Newco will
merge with and into the Company and (b) the shares of common stock, par value
$.01 per share, of the Company ("Company Common Stock") will be converted into
the right to receive shares of common stock, par value $.01 per share, of
AccuStaff ("AccuStaff Common Stock") at the rate of 1.53 shares of AccuStaff
Common Stock per share of Company Common Stock (the "Merger"); and
WHEREAS, Section 5.13 of the Indenture provides that, among other
things, if there shall occur any consolidation or merger to which the Company is
a party (other than a merger in which the Company is the continuing corporation
and which does not result in any reclassification of, or change in, outstanding
shares of Company Common Stock), then the Company and the corporation whose
securities are receivable by a holder of Company Common Stock pursuant to the
consolidation or merger shall, as a condition precedent to such consolidation or
merger, execute and deliver to the Trustee a supplemental indenture in form
satisfactory to the Trustee providing that the holder of each Security then
outstanding shall have the right to convert such Security into the kind and
amount of shares of stock and other securities and property (including cash)
receivable upon such consolidation or merger by a holder of the number of shares
of Company Common Stock deliverable upon conversion of such Security immediately
prior to such consolidation or merger; and
<PAGE>
WHEREAS, Section 10.01(b) of the Indenture provides that the Company
and the Trustee may amend and supplement the Indenture without the consent of
any holder of Securities to comply with Section 5.13 of the Indenture; and
WHEREAS, the Company has entered into a Registration Agreement, dated
October 16, 1995 (the "Registration Agreement"), between the Company and Salomon
Brothers Inc as Representative of the Initial Purchasers (as defined in the
Registration Agreement) with respect to registration of the Securities and the
shares of Company Common Stock issuable upon conversion of the Securities; and
WHEREAS, AccuStaff desires to provide for the guarantee by it of the
Securities; and
WHEREAS, Section 10.01(f) of the Indenture provides that the Company
and the Trustee may amend and supplement the Indenture without the consent of
any Noteholder (as defined in the Indenture) to make any change that provides
any additional rights or benefits to the holders of Securities; and
WHEREAS, as required by Section 6.1(d) of the Indenture, no Default or
Event of Default (as such terms are defined in the Indenture) exists; and
WHEREAS, the Company has delivered to the Trustee, pursuant to Section
6.1 of the Indenture, an Officers' Certificate, substantially in the form
annexed hereto as Exhibit A and an Opinion of Counsel, substantially in the form
---------
annexed hereto as Exhibit B, each stating that the Merger and this Third
---------
Supplemental Indenture comply with the Indenture and that all conditions
precedent in the Indenture relating to the Merger have been satisfied; and
WHEREAS, AccuStaff has delivered to the Trustee an Opinion of
Counsel, substantially in the form annexed hereto as Exhibit C, with respect to
---------
the execution and delivery by AccuStaff of this Third Supplemental Indenture;
and
WHEREAS, AccuStaff, pursuant to Section 5.11 of the Indenture, shall
mail promptly to holders of the Securities a notice of the adjustment in
Conversion Price (as defined in the Indenture), substantially in the form
attached hereto as Exhibit D, and shall file with the Trustee an Officers'
---------
Certificate briefly stating the facts requiring the adjustment in Conversion
Price and the manner of computing such adjustment, substantially in the form
annexed hereto as Exhibit E.
---------
NOW, THEREFORE, in consideration of the premises set forth herein, the
parties hereto do hereby mutually convenant and agree as follows:
2
<PAGE>
ARTICLE I.
AUTHORIZATION; DEFINITIONS
Section 1.01. Third Supplemental Indenture. This Third Supplemental
----------------------------
Indenture is supplemental to, and is entered into in accordance with, Sections
5.13, 10.01(b) and 10.01(f) of the Indenture, and except as modified, amended
and supplemented by the Supplemental Indentures thereto and this Third
Supplemental Indenture, the provisions of the Indenture are in all respects
ratified and confirmed and shall remain in full force and effect.
Section 1.02. Definitions. Except as expressly provided in Section
-----------
2.01 of this Third Supplemental Indenture below and unless the context shall
otherwise require, all terms which are defined in Section 1.01 of the Indenture
shall have the same meanings, respectively, in this Third Supplemental Indenture
as such terms are given in said Section 1.01 of the Indenture.
ARTICLE II.
AMENDMENTS TO THE INDENTURE
Section 2.01. Amendments to Section 1.01 of the Indenture. (a) Section
-------------------------------------------
1.01 of the Indenture is hereby amended by inserting the following definitions:
"AccuStaff" means AccuStaff Incorporated, a Florida corporation, or
---------
its successors.
"Parent" means AccuStaff.
------
(b) Section 1.01 of the Indenture is hereby amended by replacing the
definition of "Common Stock" with the following definition:
"Common Stock" or "Common Stock of the Company" means the common stock
------------ ---------------------------
of the Company as the same exists at the date of the execution of this
Indenture or as such stock may be constituted from time to time;
provided, however, that, for purposes of Article V and Sections 3.03,
-------- -------
3.05 and 10.02(h) of the Indenture, "Common Stock" or "Common Stock of
------------ ---------------
the Company" means the common stock, par value $.01 per share, of
-----------
AccuStaff as the same exists at the date of the execution of this
Third Supplemental Indenture or as such stock may be constituted from
time to time.
(c) Section 1.01 of the Indenture is hereby amended by replacing the
definition of "Company" with the following definition:
3
<PAGE>
"Company" means the party named as such above until a successor
-------
replaces it in accordance with Article VI and thereafter means the
successor; provided, however, that, for purposes of Article V of the
-------- -------
Indenture and terms defined in Section 1.01 of the Indenture when used
in Article V, "Company" means AccuStaff; provided, further, however,
------- -------- ------- -------
that for purposes of line 8 of Section 5.01 of the Indenture,
"Company" shall mean the party named as such above until a successor
replaces it in accordance with Article VI and thereafter means the
successor.
Section 2.02. Amendment to Section 4.02 of the Indenture. Section 4.02
------------------------------------------
of the Indenture is hereby amended by deleting the period at the end of the last
sentence of such section and replacing it with the following:
; provided, however, that the quarterly and annual financial
-------- -------
information of AccuStaff, or any successor to AccuStaff, required to
be contained in a filing with the SEC on Forms 10-Q and 10-K may be
provided to the Trustee and to the holders of Securities pursuant to
this Section 4.02, and such provision will satisfy the requirements of
this Section 4.02.
Section 2.03. Amendment to Section 11.10 of the Indenture. Section
-------------------------------------------
11.10 of the Indenture is hereby amended by replacing the last two paragraphs of
such section with the following:
The Company's address for purposes of the Indenture is:
Career Horizons, Inc.
177 Crossways Park Drive
Woodbury, New York 11797
Tel: (516) 682-1400
The address for any of the Guarantors for purposes of the Indenture
is:
c/o Career Horizons, Inc.
177 Crossways Park Drive
Woodbury, New York 11797
Tel: (516) 682-1400
The address for AccuStaff for purposes of the Indenture is:
AccuStaff Incorporated
6440 Atlantic Boulevard
Jacksonville, Florida 32211
Tel: (904) 725-5574
4
<PAGE>
The address for the Trustee for purposes of the Indenture is:
450 West 33rd Street, 15th Floor
New York, New York 10001
Attention: Corporate Trustee Administration Department
Tel: (212) 946-3348
Any of the Company, the Guarantors, AccuStaff or the Trustee may
change its address for purposes of this Indenture by written notice to
the other.
Section 2.04. New Article XIII to the Indenture. the Indenture is
---------------------------------
hereby amended to include a new Article XIII as follows:
ARTICLE THIRTEEN
PARENT GUARANTEE
Section 13.01. Parent Guarantee.
----------------
(a) For good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Parent hereby unconditionally
guarantees (such guarantee being a "Parent Guarantee") to each holder of a
Security authenticated and delivered by the Trustee and to the Trustee,
irrespective of the validity and enforceability of this Indenture, the
Securities or the obligations of the Company under this Indenture or the
Securities, that: (i) the principal of, premium, if any, and interest on the
Securities will be paid when due, whether at the maturity or interest payment
date, by acceleration, call for redemption, upon the occurrence of a Designated
Event, purchase or otherwise, and interest on the overdue principal and
interest, if any, of the Securities, if lawful, and all other obligations of the
Company to the Noteholders or the Trustee under this Indenture or the Securities
will be promptly paid or performed, all in accordance with the terms of this
Indenture and the Securities; and (ii) in case of any extension of time of
payment or renewal of any Securities or any of such other obligations, they will
be paid when due or performed in accordance with the terms of the extension or
renewal, whether at maturity, by acceleration, call for redemption, upon the
occurrence of a Designated Event, purchase or otherwise. Failing payment when
due of any amount so guaranteed for whatever reason, Parent shall be obligated
to pay the same before failure to so pay becomes an Event of Default.
(b) Parent agrees that (i) its obligations with regard to
this Parent Guarantee shall be unconditional, irrespective of the validity,
regularity or enforceability of the Securities or this Indenture, the absence of
any action to enforce the same, any delays in obtaining or realizing upon (or
failures to obtain or realize upon) collateral, the recovery of any judgment
against the Company or any Guarantor, any action to enforce the same or any
other circumstances that might otherwise constitute a legal or
5
<PAGE>
equitable discharge or defense of a guarantor and (ii) this Parent Guarantee
will not be discharged except by complete performance of the obligations
contained in the Securities and this Indenture. Parent hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company or any Guarantor, any right to require a
proceeding first against the Company or any Guarantor or right to require the
prior disposition of the assets of the Company or any Guarantor to meet its
obligations, protest, notice and all demands whatsoever and covenants that this
Parent Guarantee will not be discharged except by complete performance of the
obligations contained in the Securities and this Indenture.
(c) If any Noteholder or the Trustee is required by any
court or otherwise to return to any of the Company, any Guarantor, Parent, or
Trustee, or similar official acting to any of the Company, any Guarantor or
Parent, any amount paid by any of the Company, any Guarantor or Parent to the
Trustee or such Noteholder, this Parent Guarantee, to the extent theretofore
discharged, shall be reinstated in full force and effect. Parent agrees that it
will not be entitled to any right of subrogation in relation to the Noteholders
in respect of any obligations guaranteed hereby.
(d) Parent agrees that (i) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Section 7.02
notwithstanding any stay, injunction or other prohibition preventing such
acceleration as to the Company or any Guarantor of the obligations guaranteed
hereby, and (ii) in the event of any declaration of acceleration of those
obligations as provided in Section 7.02, those obligations (whether or not due
and payable) will forthwith become due and payable by Parent for the purpose of
this Parent Guarantee.
ARTICLE III.
OTHER AGREEMENTS
Section 3.01. Assumption of Obligations Under Registration Agreement.
------------------------------------------------------
AccuStaff hereby assumes, and covenants and agrees, jointly and severally with
the Company, to perform or cause to be performed each and every obligation of
the Company under the Registration Agreement as if it were an original party
thereto.
ARTICLE IV.
MISCELLANEOUS
Section 4.01. Effective Date. This Third Supplemental Indenture shall
--------------
become effective upon execution and delivery hereof.
6
<PAGE>
Section 4.02. Counterparts. This Third Supplemental Indenture may be
------------
executed in several counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.
Section 4.03. Acceptance. The Trustee accepts the Indenture, as
----------
supplemented by this Third Supplemental Indenture, and agrees to perform the
same upon the terms and conditions set forth therein as so supplemented. The
Trustee shall not be responsible in any manner whatsoever for or in respect of
the validity or sufficiency of this Third Supplemental Indenture or the due
execution hereof by the Company, and Guarantor or AccuStaff or for or in respect
of the recitals contained herein, all of which are made by the Company and
AccuStaff solely.
Section 4.04. Successors and Assigns. All covenants and agreements in
----------------------
this Third Supplemental Indenture by the Company, the Guarantors, AccuStaff or
the Trustee shall bind its respective successors and assigns, whether so
expressed or not.
Section 4.05. Severability. In case any provision in this Third
------------
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
Section 4.06. Governing Law. This Third Supplemental Indenture shall
-------------
be governed by and construed in accordance with the internal laws of the State
of New York, without regard to conflicts of laws provisions thereof.
Section 4.07. Incorporation into Indenture. All provisions of this
----------------------------
Third Supplemental Indenture shall be deemed to be incorporated in, and made a
part of, the Indenture; and the Indenture, as amended and supplemented by the
Supplemental Indentures thereto prior to the date hereof and this Third
Supplemental Indenture, shall be read, taken and construed as one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be signed and executed as of the day and year first
written above.
CAREER HORIZONS, INC.
/s/ Michael T. Druckman
---------------------------
By: Michael T. Druckman
Title: Senior Vice President, Chief
Financial Officer and
Treasurer
(signature continued on next page)
7
<PAGE>
ACCUSTAFF INCORPORATED
/s/ Derek E. Dewan
----------------------
By:
Title:
THE GUARANTORS:
AMERICAN COMPUTER PROFESSIONALS, INC.
BERGER IT CO.
CAREER HORIZONS GOVERNMENT SERVICES, INC.
CENTURY TEMPORARY SERVICES, INC.
CH PAYROLL SERVICES, INC.
CHI FINANCIAL SERVICES, INC.
CHI SERVICES, INC.
CHI TEMPORARY SERVICES, INC.
CONTEMPORARY GRAPHICS GROUP, INC.
CONTRACT STAFFING GROUP, INC.
DIAL A TEMPORARY, INC.
EIM ASSOCIATES, INC.
HEALTH FORCE, INC.
HEALTH FORCE OPERATING CORP.
LEGAL SUPPORT PERSONNEL, INC.
MEDI-FORCE, INC.
PL SERVICES, INC.
POTOMAC PERSONNEL SERVICES, INC.
PROFESSIONALS FOR COMPUTING, INC.
PROGRAMMING ENTERPRISES, INC.
STAFF-ADDITIONS INC.
STAFFING RESOURCES (SC), INC.
TEMP FORCE, INC.
TEMPORARIES INCORPORATED
TEMPS & CO. SERVICES, INC.
TEMPS & CO. FRANCHISING, INC.
THE ORIGINAL TEMPO HEALTHPOWER, INC.
THE RICHARD MICHAEL GROUP, INC.
TSG PROFESSIONAL SERVICES, INC.
ZEITECH INC.
/s/ Michael T. Druckman
______________________________
All By: Michael T. Druckman
Title: Senior Vice President
(signatures continue on next page)
8
<PAGE>
THE CHASE MANHATTAN BANK, AS TRUSTEE
/s/ Andrew M. Deck
----------------------------
By: ANDREW M. DECK
Title: Senior Trust Officer
9
<PAGE>
EXHIBIT 12.1
AccuStaff Incorporated
Ratio of earnings to fixed charges
For the five years ended December 31, 1996
and the nine months ended September 30, 1996
($ in thousands, except ratios)
<TABLE>
<CAPTION>
Fiscal Year ended
--------------------------------------------------------------- Nine Months
December 29, January 3, January 2, January 1, December 31, Ended
1991 1993 1994 1995 1995 9/30/96
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Income (loss) from continuing
operations A $ (370) $ 377 $ 3,170 $ 11,833 $ 32,458 $ 42,566
Interest expense B 5,171 5,665 6,357 5,221 2,665 4,938
Interest portion of rent expense C 183 983 1,125 1,333 1,658 3,270
Preferred Stock Dividend Req. of
Sub. 440 -- -- -- -- --
Effective tax rate -116.3% --
Pre-tax Inc, req'd for Sub.'s
Pfd Stock Dividend D 203 -- -- -- -- --
Fixed Charges (B+C+D) E 5,354 6,648 7,482 6,554 4,323 8,206
Adjusted earnings (A+E) F 4,984 7,025 10,652 18,387 36,781 50,772
- ------------------------------------------------------------------------------------------------------------------
Ratio of earnings to fixed
charges (F/E) 0.93* 1.06 1.42 2.81 8.51 6.19
==================================================================================================================
</TABLE>
* Indicates earnings are inadequate to cover
fixed charges. Coverage deficiency = $370.000.
<PAGE>
[LETTERHEAD OF COOPERS & LYBRAND L.L.P. APPEARS HERE]
EXHIBIT 23.2
CONSENT OF COOPERS & LYBRAND, L.L.P.
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of AccuStaff Incorporated on Form S-3 of:
. our report dated March 15, 1996, except for the last paragraph of Note 6
and the last paragraph of Note 11, as to which the date is March 27, 1996
and, except for the basis of presentation section of Note 2 and the
resulting effects on the consolidated financial statements and notes
thereto as to which the date is September 16, 1996, on our audits of the
consolidated financial statements of AccuStaff Incorporated and
Subsidiaries as of December 31, 1995 and January 1, 1995 and for each of
the three years in the period ended December 31, 1995, which report is
included in Form 8-K, dated September 16, 1996;
. our report dated December 9, 1996 on our audits of the supplemental
consolidated financial statements of AccuStaff Incorporated and
Subsidiaries as of December 31, 1995 and January 1, 1995, and for each of
the three years in the period ended December 31, 1995, which report is
included in Form 8-K dated December 11, 1996.
. our report dated February 16, 1996 on our audits of the consolidated
financial statements of Career Horizons, Inc. and Subsidiaries as of
December 31, 1995 and June 30, 1995 and 1994, and for the six months ended
December 31, 1995 and for each of the three years in the period ended June
30, 1995.
. our report dated August 17, 1996, on our audits of the consolidated
financial statements of Career Horizons, Inc. and Subsidiaries as of June
30, 1995 and 1994, and for each of the three years in the period ended June
30, 1995.
. our report dated August 1, 1995, on our audits of the financial statements
of Matthews Professional Employment Specialists, Inc., as of December 31,
1994 and 1993 and for each of the three years in the period ended December
31, 1994, which report is included in Form 8-K/A, dated July 2, 1995;
. our report dated August 8, 1995, on our audit of the financial statements
of Bogard Temps, Inc. as of December 31, 1994 and for the year then ended,
which report is included in Form 8-K/A, dated July 2, 1995;
. our report dated August 16, 1995, on our audits of the combined financial
statements of Special Assistants, Inc., Special Counsel, Inc. and Special
Counsel International, Inc. (collectively, "Special Counsel International")
as of December 31, 1994 and 1993 and for each of the two years in the
period ended December 31, 1994, which report is included in Form 8-K/A,
dated July 2, 1995;
. our report dated December 7, 1995, on our audits of the combined financial
statements of The McKinley Group as of September 30, 1995 and 1995 and for
the years then ended, which report is included in Form 8-K, dated June 19,
1996;
. our report dated January 19, 1996, on our audits of the financial
statements of PTA International, Inc. as of December 31, 1995 and 1994 and
for each of the two years in the period ended December 31, 1995, which
report is included in Form 8-K/A, dated January 2, 1996;
. our report dated March 27, 1996, on our audit of the combined financial
statements of Excel Temporary Services as of December 31, 1995 and for the
year then ended; which report is included in Form 8-K/A, dated February 19,
1996,
. our report dated April 12, 1996 on our audit of the financial statements of
HNS Software, Inc. as of December 31, 1995 ad for the year then ended,
which report is included in Form 8-K, dated September 16, 1996.
. our report dated June 19, 1996 on our audit of the financial statements of
Openware Technologies, Inc. as of December 31, 1995 and for the year then
ended, which report is included in Form 8-K, dated September 16, 1996; and
. our report dated September 12, 1996 on our audit of the financial
statements of DataCorp Business Systems, Inc. as of December 31, 1995 and
for the year then ended, which report is included in Form 8-K, dated
September 16, 1996;
. our report dated September 13, 1996 on our audit of the financial
statements of Staffware, Inc. as of December 31, 1995 and for the year
ended, which report is included in Form 8-K, dated September 16, 1996.
We also consent to the reference to our firm under the caption "Experts."
COOPERS & LYBRAND, L.L.P.
Jacksonville, Florida
December 23, 1996
<PAGE>
[LETTERHEAD OF McGLADREY & PULLEN LLP APPEARS HERE]
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITOR
We consent to the incorporation by reference in this Registration Statement of
AccuStaff Incorporated on Form S-3 and related Prospectus of our report dated
November 29, 1995 (relating to the financial statements of Computer
Professionals, Inc.), included in the Current Report on Form 8-K/A of AccuStaff
Incorporated dated October 31, 1995. We also consent to reference to our Firm
under the caption "Experts."
/s/ McGladrey & Pullen LLP
Charlotte, North Carolina
December 9, 1996
<PAGE>
EXHIBIT 23.4
[LETTERHEAD OF BERTRAM, VALLEZ, KAPLAN & TALBOT, LTD. APPEARS HERE]
CONSENT OF BERTRAM, VALLEZ, KAPLAN & TALBOT, LTD.
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion of our report dated November 28, 1995 (relating
to the Advance/Possis Technical Services, Inc. Financial Statements for the
years ended September 30, 1995 and 1994), included in the Current Report on Form
8-K of AccuStaff Incorporated dated December 13, 1995 in the Registration
Statement and related Prospectus of AccuStaff Incorporated on Form S-3.
We also consent to the reference to our firm under the caption "Experts."
/s/ Bertram Vallez Kaplan & Talbot, Ltd
---------------------------------------
BERTRAM, VALLEZ, KAPLAN & TALBOT, LTD.
Minneapolis, Minnesota
December 9, 1996
<PAGE>
[LETTERHEAD OF STADTLER, ROSENBLUM & SARIS APPEARS HERE]
EXHIBIT 23.5
CONSENT OF STADTLER, ROSENBLUM & SARIS
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion of our reports dated March 1, 1996 and December
15, 1995 (relating to the combined financial statement of Goldfarb-Wasson
Associates, Inc. & GW Temporaries, Inc. dba GW Consulting, as of December 31,
1995 and for the nine months in the period ended December 31, 1995 and March 31,
1995 and 1994 and for each of the two years in the period ended March 31, 1995),
included in the Current Report on Form 8-K of AccuStaff Incorporated dated
January 2, 1996 in the Registration Statement and related Prospectus of
AccuStaff Incorporated on Form S-3.
We also consent to the reference to our firm under the caption "Experts."
/s/ Stadtler Rosenblum & Saris
Stadtler, Rosenblum & Saris
December 6, 1996
<PAGE>
[LETTERHEAD OF NYHAN & MAZZA, P.C. APPEARS HERE]
Exhibit 23.6
Consent of Independent Accountants
We consent to the inclusion of our report dated March 27, 1996 relating to
Additional Technical Support, Inc. and Affiliates for the years ended July 31,
1995 and July 31, 1994, included in the Current Report on Form 8-K of AccuStaff
Incorporated dated February 20, 1996 in the Registration Statement and related
Prospectus of AccuStaff Incorporated on Form S-3.
We also consent to the reference to our firm under the caption "Experts".
/s/ Nyhan & Mazza, P.C.
Nyhan & Mazza, P.C
December 9, 1996
<PAGE>
EXHIBIT 23.7
[DENNIS I. BERNER LETTERHEAD APPEARS HERE]
Consent of Independent Accountant
- ---------------------------------
I consent to the incorporation by reference in the registration statement of
AccuStaff Incorporated on Form S-3 of my report dated January 26, 1996, on my
audit of the financial statements of Career Enhancement International, Inc. as
of December 31, 1995 and for the year then ended, included in the Current Report
on Form 8-K of AccuStaff Incorporated dated September 16, 1996.
I also consent to the reference to my name under the caption "Experts."
/s/ Dennis I. Berner, CPA
Winter Park, Florida
December 9, 1996
<PAGE>
[LETTERHEAD OF BEERS & CUTLER PLLC APPEARS HERE]
EXHIBIT 23.8
CONSENT OF BEERS & CUTLER PLLC
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
AccuStaff Incorporated on Form S-3 of our report dated Febuary 20, 1996, on our
audit of the financial statements of Perspective Technology Corporation as
of December 31, 1995 and for the year then ended included in the Current Report
on Form 8-K of AccuStaff Incorporated dated September 16, 1996.
We also consent to the reference to our firm under the caption "Experts."
/s/ Beers & Cutler PLLC
Washington, D.C.
December 5, 1996
<PAGE>
Exhibit 23.10
CONSENT OF KPMG PEAT MARWICK LLP
We consent to the incorporation by reference in the Registration Statement (Form
S-3 No. 333- ) of AccuStaff Incorporated, Career Horizons, Inc. and the other
registrants named therein of our report dated June 16, 1995 relating to the
financial statements of Management Search, Inc. which are in the Current Report
on Form 8K, dated May 5, 1996, of Career Horizons, Inc.
We also consent to the reference to our firm under the caption "Experts" in the
Prospectus.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Atlanta, Georgia
December 23, 1996
<PAGE>
EXHIBIT 23.11
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Programming Enterprises. Inc.
dba Mini-Systems Associates
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 of AccuStaff Incorporated of our report dated July 29,
1994, relating to the financial statements of Programming Enterprises. Inc. dba
Mini-Systems Associates (balance sheet as of December 24, 1993, and the related
statements of income and retained earnings, and cash flows for the 52 week
period ended December 24, 1993) appearing in the Amended Current Report on Form
8-K/A of Career Horizons, Inc. dated December 20, 1995.
We also consent to the reference to us under the caption "Experts" in the
Registration Statement.
/s/ BDO SEIDMAN, LLP
BDO SEIDMAN, LLP
Los Angeles, California
December 23, 1996
<PAGE>
EXHIBIT 23.12
CONSENT OF DORFMAN, ABRAMS, MUSIC & CO.
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement of AccuStaff Incorporated, Career Horizons, Inc. and other registrants
named therein on Form S-3 of our report dated March 10, 1995, with respect to
the financial statements Zeitech, Inc. as of December 31, 1993 and 1994 and for
the years ended December 31, 1993 and 1994 appearing in the registration
statement of AccuStaff Incorporated, Career Horizons, Inc. and the other
registrants named therein, which is contained in the Amended Current Report on
Form 8-K/A dated December 20, 1995 of Career Horizons, Inc. and to the reference
to our firm under the heading "Experts" in such Prospectus.
/s/ Dorfman, Abrams, Music & Co.
DORFMAN, ABRAMS, MUSIC & CO.
Glen Rock, New Jersey
December 23, 1996
<PAGE>
EXHIBIT 23.13
CONSENT OF LEVINE, HUGHES & MITHUEN, INC.
Consent of Independent Auditors
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 and related Prospectus of AccuStaff Incorporated of our
report dated April 18, 1996 relating to the consolidated financial statements of
Daedalian Group, Inc. and Subsidiaries, which are contained in the Current
Report on Form 8-K dated August 28, 1996, of Career Horizons, Inc.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
/s/ Levine Hughes & Mithuen, Inc.
--------------------------------
Levine Hughes & Mithuen, Inc.
Englewood, Colorado
December 23, 1996
<PAGE>
EXHIBIT 23.15
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the Registration
Statement (Form S-3 No. 333- ) of Accustaff Incorporated, Career Horizons,
Inc. and other registrants named therin of our report dated February 5, 1996
relating to the financial statements of TSG Professional Services, Inc., which
are contained in the Current Report on Form 8-K dated September 16, 1996 of
Career Horizons, Inc.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
/s/ Dubois & Bernstein, P.C.
Professional Corporation
Manchester, New Hampshire
December 23, 1996
