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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (ss.)240.14a-11(c) or (ss.)240.14a-12
ACCUSTAFF INCORPORATED
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Filing Fee Required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(4) Date Filed:
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ACCUSTAFF INCORPORATED
ONE INDEPENDENT DRIVE
JACKSONVILLE, FLORIDA 32202
JULY 14, 1998
Dear AccuStaff Incorporated Shareholder:
On behalf of the Board of Directors and management of AccuStaff
Incorporated, I cordially invite you to attend the special meeting of
shareholders (the "Special Meeting") to be held in the Auditorium in the
AccuStaff Building, One Independent Drive, Jacksonville, Florida on August 14,
1998 at 10:00 a.m. local time. The attached Notice of Special Meeting and
Proxy Statement describe the formal business to be transacted at the Special
Meeting.
It is important that your shares be represented at the Special Meeting.
Regardless of whether you plan to attend, you are requested to mark, sign,
date and promptly return the enclosed proxy in the envelope provided. If you
attend the Special Meeting, which we hope you will do, you may vote in person
even if you have previously mailed a proxy card.
Sincerely,
/s/ Derek E. Dewan
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Derek E. Dewan,
Chairman of the Board of Directors,
President and Chief Executive
Officer
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ACCUSTAFF INCORPORATED
ONE INDEPENDENT DRIVE
JACKSONVILLE, FLORIDA 32202
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON FRIDAY, AUGUST 14, 1998
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of AccuStaff
Incorporated, a Florida corporation (the "Company"), will be held on Friday,
August 14, 1998 at 10:00 a.m. local time, in the Auditorium at the Company's
offices at One Independent Drive, Jacksonville, Florida for the following
purposes:
1. To amend the Company's Articles of Incorporation to change the name of
the Company from AccuStaff Incorporated to Modis Professional Services,
Inc.;
2. To amend the Company's Articles of Incorporation to increase the
number of shares of common stock, par value $0.01 per share, which the
Company is authorized to issue from one hundred and fifty million
(150,000,000) shares to four hundred million (400,000,000) shares;
3. To amend the Company's Articles of Incorporation to limit the
liability of directors and officers and to provide indemnification of the
Company's directors and officers;
4. To amend the Company's 1995 Stock Option Plan to increase the number
of shares underlying options or restricted stock that may be granted
pursuant to such plan; and
5. To transact such other business as may properly come before the
Special Meeting or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
All shareholders are cordially invited to attend the Special Meeting in
person; however, only shareholders of record at the close of business on July
7, 1998, are entitled to notice of and to vote at the Special Meeting.
Sincerely,
/s/ Marc M. Mayo
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Marc M. Mayo
Senior Vice President,
General Counsel and Secretary
Jacksonville, Florida
July 14, 1998
REGARDLESS OF WHETHER YOU PLAN TO ATTEND, YOU ARE
REQUESTED TO MARK, SIGN, DATE, AND PROMPTLY RETURN
THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED.
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ACCUSTAFF INCORPORATED
ONE INDEPENDENT DRIVE
JACKSONVILLE, FLORIDA 32202
PROXY STATEMENT
GENERAL
This Proxy Statement and the enclosed form of proxy are first being sent to
shareholders of AccuStaff Incorporated, a Florida corporation (the "Company"),
on or about July 14, 1998 in connection with the solicitation of proxies by
the Board of Directors of the Company for use at a Special Meeting of
Shareholders to be held Friday, August 14, 1998, at 10:00 a.m., local time
(the "Special Meeting"), or at any adjournment thereof. The Special Meeting
will be held in the Auditorium at the Company's offices at One Independent
Drive, Jacksonville, Florida. The Company's telephone number is (904) 360-
2000.
At the Special Meeting, the shareholders of the Company will be asked: to
amend the Company's Articles of Incorporation as amended to date (the
"Articles") to (1) change the name of the Company to Modis Professional
Services, Inc., (2) increase the number of authorized shares of common stock,
(3) limit the liability of directors and officers and provide for
indemnification of the Company's directors and officers, (4) increase the
number of shares that may be granted under the Company's 1995 Stock Option
Plan and (5) transact such other business as may properly come before the
meeting. All proxies which are properly completed, signed and returned to the
Company prior to the Special Meeting will be voted.
RECORD DATE; OUTSTANDING SHARES
Shareholders of record at the close of business on July 7, 1998 (the "Record
Date"), are entitled to notice of and to vote at the Special Meeting. At June
1, 1998, 110,448,334 shares of the Company's common stock, par value $0.01 per
share (the "Common Stock"), were issued and outstanding. No shares of the
Company's preferred stock (the "Preferred Stock") are outstanding.
VOTING PROCEDURES
The Board of Directors has designated Derek E. Dewan and Michael D. Abney,
and each or either of them, as proxies to vote the shares of Common Stock
solicited on its behalf. If the enclosed form of proxy is executed and
returned, it may nevertheless be revoked at any time before it has been
exercised, by: (i) giving written notice to the Secretary of the Company; (ii)
delivering a later dated proxy; or (iii) attending the Special Meeting and
voting in person. The shares represented by the proxy will be voted in
accordance with the directions given unless the proxy is mutilated or
otherwise received in such form as to render it illegible. If sufficient votes
in favor of the proposals described herein are not received by the date of the
Special Meeting, the persons named as proxies may propose one or more
adjournments of the Special Meeting to permit further solicitation of proxies.
The Company's Bylaws provide that a majority of shares entitled to vote and
represented in person or by proxy at a meeting of the shareholders constitutes
a quorum. The Company's Bylaws further provide that a matter is approved if
affirmative votes cast by the holders of the shares represented at a meeting
at which a quorum is present and entitled to vote on the matter exceed the
votes opposing the action, unless a greater number of affirmative votes or
voting by classes is required by the Florida Business Corporation Act or the
Company's Articles of Incorporation. Therefore, except as provided below,
abstentions and broker non-votes generally will have no effect on the matters
to be acted upon at the Special Meeting. Pursuant to the rules of the New York
Stock Exchange, abstentions will have the effect of a vote against Proposal
Two (increasing the number of authorized shares of common stock) and Proposal
Four (increasing the number of shares that may be granted under the 1995 Stock
Option Plan). A broker non-vote occurs when a broker who holds shares in a
street name for a customer does not have the authority to vote on certain
nonroutine matters under the rules of the New York Stock Exchange because its
customer has not provided any voting instructions on the matter.
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Shareholders should specify their choices on the enclosed form of proxy. If
no specific instructions are given with respect to the matters to be acted
upon, the shares represented by a signed proxy will be voted "FOR" such
matters.
OVERVIEW
On June 8, 1998, the Company announced that, subject to certain conditions,
it intends to separate into two publicly-held companies. The Company will
retain its Information Technology division and its Professional Services
division and will contribute to a newly-formed subsidiary, Strategix
Solutions, Inc., a Delaware corporation ("Strategix"), its Commercial division
which consists of all of the Company's assets that are engaged in commercial
services, teleservices, health care services and private label services. On
June 8, 1998, Strategix filed a registration statement on Form S-1 for an
initial public offering of certain of the shares of Strategix's common stock
(the "Offering"). After consummation of the Offering, the Company will own at
least 80% of Strategix's outstanding shares of common stock. The Company
intends to distribute to the Company's shareholders in 1999, subject to
certain conditions, all of the Company's shares of Strategix in a tax-free
spin-off transaction (the "Spin-off").
Completion of the Spin-off will be subject to the satisfaction, or waiver by
the Board of Directors of the Company (the "Board"), in its sole discretion,
of the following conditions: (i) a Letter Ruling shall have been obtained from
the Internal Revenue Service that will provide that, among other things, the
Spin-off will qualify as a tax-free spin-off for federal income tax purposes,
and will not result in recognition of any income, gain or loss for federal
income tax purposes to the Company, or the Company's shareholders, and such
ruling shall be in form and substance satisfactory to the Company; (ii) any
material governmental approvals and third party consents necessary to
consummate the Spin-off shall have been obtained and be in full force and
effect; (iii) no order, injunction or decree issued by any court or agency of
competent jurisdiction or other legal restraint or prohibition preventing the
consummation of the Spin-off shall be in effect; and (iv) no other events or
developments shall have occurred subsequent to the closing of the Offering
that, in the judgment of the Board, would result in the Spin-off having a
material adverse effect on the Company or on the Company's shareholders.
The Company has applied for the Letter Ruling and intends to take all
necessary steps to complete the Spin-off in 1999. The Company does not plan to
distribute its shares of stock of Strategix to the Company's shareholders
without a satisfactory Letter Ruling. There is no assurance that the Company
will receive a satisfactory Letter Ruling or that all other conditions to the
completion of the Spin-off will occur.
The Company believes the Commercial division and the Company's Information
Technology and Professional Services divisions serve different segments of the
business service market. The Company believes that the separation of these
businesses will allow more focus on each unit's operating performance, organic
growth and efficiency, and the optimal capital structure. The separation will
cause management of each group to be rewarded more directly for performance
based upon their unit's results. The Company believes that the reorganization
will address each business unit's needs more effectively. This includes
expanding value-added service offerings to clients. The Company believes that
each division's ability to attract and retain intellectual capital, obtain new
business and make acquisitions will benefit from these changes.
In light of the Company's proposed separation into two publicly-held
companies, the Company's Board of Directors believes the Special Meeting is
necessary so that certain actions may receive shareholder approval. The
proposed separation does not require shareholder approval and no such approval
is being sought. The Company's Board of Directors believes that Proposal One
is necessary to minimize any confusion resulting from the contribution of the
Company's commercial division to Strategix. The Company's Board of Directors
believes that Proposal Two is necessary to provide a reserve of shares
available for issuances in connection with possible future actions. The
Company's Board of Directors believes that Proposal Three is necessary to
clarify the limitations on liability of directors and officers. The Company's
Board of Directors further believes that Proposal Four is necessary to provide
a reserve of shares available for future issuances under the 1995 Stock Option
Plan. The Company's Board of Directors has authorized the restating of the
Company's Articles of Incorporation as
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such articles are amended by the shareholders at the Special Meeting. A copy
of the proposed Amended and Restated Articles of Incorporation is attached as
Exhibit A.
This Proxy Statement contains certain forward-looking statements which
involve known and unknown risks, uncertainties, or other factors not under the
control of the Company which may cause the actual results, performance, or
achievements of the Company or Strategix to be materially different from the
results, performance, or other expectations implied by these forward-looking
statements. Such forward-looking statements include, among other things,
discussions of the Company's and Strategix's plans for the Offering and the
Spin-off. Although the Company believes that the expectations reflected in the
forward-looking statements are reasonable, the Company can give no assurance
that such expectations will prove to be correct and there are risks that the
expectations will not be achieved. Some of these risk factors include, but are
not limited to, those disclosed in the Registration Statement filed with the
Securities and Exchange Commission by Strategix in connection with the
Offering. The Company assumes no duty to update any forward-looking
statements.
A registration statement relating to the offering of Strategix's common
stock has been filed with the Securities and Exchange Commission but has not
yet become effective. These securities may not be sold nor may offers to buy
be accepted prior to the time such registration statement becomes effective.
This Proxy Statement shall not constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of these securities in any
State in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such State. Any
person who wishes to receive a copy of the prospectus related to the offering
of Strategix's common stock may contact the Company and arrange for the
delivery of such prospectus once it has been completed.
PROPOSAL ONE
PROPOSED AMENDMENT OF THE COMPANY'S
ARTICLES OF INCORPORATION TO CHANGE NAME
TO MODIS PROFESSIONAL SERVICES, INC.
The Company's Board of Directors has adopted a resolution approving and
recommending to the Company's shareholders for their approval an amendment to
the Company's Articles of Incorporation to change the name of the Company from
AccuStaff Incorporated to Modis Professional Services, Inc.
REASONS FOR THE PROPOSED AMENDMENT
As part of the contribution of its Commercial division to Strategix, the
Company is including the right to use the "AccuStaff" name since the
"AccuStaff" brand is a large component of the Company's Commercial division.
Therefore, to minimize confusion, the Company believes it is appropriate to
change its name. The Company believes that the name Modis Professional
Services, Inc. will convey the Company's focus on its Information Technology
division, known as modis, and its Professional Services division.
The text of the proposed amendment is found in Article I of the proposed
Amended and Restated Articles of Incorporation which is set forth in Exhibit A
to this Proxy Statement. If Proposal One is adopted, it will become effective
upon filing the Amended and Restated Articles of Incorporation with the
Florida Department of State.
THE COMPANY'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR"
PROPOSAL ONE.
PROPOSAL TWO
PROPOSED AMENDMENT OF THE COMPANY'S
ARTICLES OF INCORPORATION TO INCREASE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK
The Company's Board of Directors has adopted a resolution approving and
recommending to the Company's shareholders for their approval an amendment to
the Company's Articles of Incorporation to increase
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the number of shares of Common Stock, par value $0.01 per share ("Common
Stock"), which the Company is authorized to issue from one hundred and fifty
million (150,000,000) shares to four hundred million (400,000,000) shares. As
of June 1, 1998, 110,448,334 shares of Common Stock, were issued and
outstanding, 7,599,119 shares of Common Stock were reserved for issuance under
the Company's Convertible Senior Debentures and 9,867,248 shares of Common
Stock were reserved for issuance under the Company's stock options plans
leaving 22,085,299 shares of Common Stock available for future issuance.
REASONS FOR THE PROPOSED AMENDMENT
The Company has no immediate plans to use the additional authorized shares of
Common Stock. Nonetheless, the Company's Board of Directors believes that it
is prudent to increase the number of authorized shares of Common Stock to the
proposed level in order to provide a reserve of shares available for issuances
in connection with possible future actions. The Company's Board of Directors
believes that the increased number of shares will provide the flexibility to
effect other possible actions such as financings, corporate mergers,
acquisitions of other companies, funding employee benefit plans and for
general corporate purposes. Having such additional authorized Common Stock
available for issuance in the future would allow the Board of Directors to
issue shares of Common Stock without the delay and expense associated with
seeking shareholder approval.
DESCRIPTION OF COMMON STOCK
Holders of the Company's Common Stock are entitled to receive such dividends
as may be legally declared by the Board of Directors. Each shareholder is
entitled to one vote per share on all matters to be voted upon and is not
entitled to cumulate votes for the election of directors. Holders of the
Company's Common Stock do not have preemptive, redemption or conversion rights
and, upon liquidation, dissolution or winding up of the Company, are entitled
to share ratably in the net assets of the Company available for distribution
to common shareholders. All outstanding shares are validly issued, fully paid
and non-assessable. The additional Common Stock to be authorized by adoption
of the Amendment proposed herein would have rights identical to the currently
outstanding Common Stock of the Company. Adoption of the Amendment proposed
herein and issuance of the Common Stock would not affect the rights of the
holders of currently outstanding Common Stock of the Company, except for
effects incidental to increasing the number of shares of the Company's Common
Stock outstanding.
POSSIBLE EFFECTS OF THE AMENDMENT
If the Amendment proposed herein is approved, the Board of Directors may
cause the issuance of additional shares of Common Stock without further vote
of shareholders of the Company, except as provided under Florida law or under
the rules of the New York Stock Exchange or any securities exchange on which
shares of Common Stock of the Company are then listed. Current holders of
Common Stock have no preemptive or like rights, which means that current
shareholders do not have a prior right to purchase any new issue of capital
stock of the Company in order to maintain their proportionate ownership
thereof. The effects of the authorization of additional shares of Common Stock
may also include dilution of the voting power of currently outstanding shares
and reduction of the portion of future dividends, if any, and of future
liquidation proceeds, if any, payable to the holders of currently outstanding
Common Stock.
Although the increase in the number of authorized shares of Common Stock is
not intended for anti-takeover purposes, the rules of the Securities and
Exchange Commission require disclosure of provisions in the Company's Articles
of Incorporation and Bylaws that could have an anti-takeover effect. The Board
of Directors could use authorized but unissued shares to create impediments to
a takeover or a transfer of control of the Company. Accordingly, the increase
in the number of authorized shares of Common Stock may deter a future takeover
attempt that holders of Common Stock may deem to be in their best interest or
in which holders of Common Stock may be offered a premium for their shares
over the market price. The Board of Director's ability to deter a future
takeover attempt may be further enhanced by the Company's ability to issue its
currently authorized but unissued preferred stock. The Company has ten million
(10,000,000) shares of preferred stock authorized that could be used for a
number of purposes, including to fend off unsolicited takeover attempts.
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The text of the proposed amendment is found in Article III of the proposed
Amended and Restated Articles of Incorporation which is set forth in Exhibit A
to this Proxy Statement. If Proposal Two is adopted, it will become effective
upon filing the Amended and Restated Articles of Incorporation with the
Florida Department of State.
THE COMPANY'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR"
PROPOSAL TWO.
PROPOSAL THREE
PROPOSED AMENDMENT OF THE COMPANY'S
ARTICLES OF INCORPORATION TO LIMIT THE LIABILITY OF DIRECTORS AND OFFICERS
AND PROVIDE FOR INDEMNIFICATION OF THE COMPANY'S DIRECTORS AND OFFICERS
The Company's Board of Directors has adopted a resolution approving and
recommending to the Company's shareholders for their approval an amendment to
the Company's Articles of Incorporation to limit the liability of directors
and officers to the extent provided by law and to provide for indemnification
of the Company's directors and officers. The proposed amendment also provides
that in the event there is a change in the composition of a majority of the
Board of Directors after the date of an alleged act or omission with respect
to which indemnification is claimed, any determination as to indemnification
and advancement of expenses with respect to such claim for indemnification
will be made by special legal counsel agreed upon by the Board of Directors
and the proposed indemnitee. The proposed amendment further provides that the
provisions of this proposed amendment may be altered, amended or repealed only
by the affirmative vote of 75% or more of the voting power of all the then
outstanding shares of the Company entitled to vote on the election of
directors, voting together as a single class. In addition, the proposed
amendment provides that no amendment, modification or repeal of this proposed
amendment shall diminish the rights provided thereunder or diminish the right
to indemnification with respect to any claim, issue or matter in any then
pending or subsequent proceeding that is based in any material respect on any
alleged action or failure to act prior to such amendment, modification or
repeal.
REASONS FOR THE PROPOSED AMENDMENT
Florida law allows a Florida corporation to indemnify any person who was or
is a party to any proceeding by reason of the fact that such person is or was
a director, officer, employee or agent of the corporation. Such
indemnification is conditioned upon such person having acted in good faith and
in a manner such person reasonably believed to be in, or not opposed to, the
best interests of the corporation and, with respect to any criminal action or
proceeding, such person having had no reasonable cause to believe his or her
conduct was unlawful. Florida law further provides that a corporation may
purchase liability insurance on behalf of any director, officer, employee or
agent of the corporation. The Company's bylaws currently provide that its
directors, officers, employees and agents will be indemnified to the fullest
extent permitted under Florida law and that the Company may purchase liability
insurance for its directors, officers, employees and agents. The proposed
amendment will make it more difficult for a person seeking to cause a takeover
or to gain control of the Company to amend the indemnification rights of the
Company's directors and officers.
The text of the proposed amendment is found in Article IV of the proposed
Articles of Incorporation which is set forth in Exhibit A to this Proxy
Statement. If Proposal Three is adopted, it will become effective upon filing
the Amended and Restated Articles of Incorporation with the Florida Department
of State.
THE COMPANY'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR"
PROPOSAL THREE.
PROPOSAL FOUR
AMENDMENT TO 1995 STOCK OPTION PLAN
The Board has adopted a resolution approving and recommending to the
Company's shareholders for their approval of an amendment to the 1995 Plan
(the "1995 Plan Amendment") to increase the total number of shares underlying
options or restricted stock that may be granted pursuant to the 1995 Plan.
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A summary of the principal features of the 1995 Plan is provided below, but
is qualified in its entirety by reference to the full text of the 1995 Plan.
Copies of the 1995 Plan and the 1995 Plan Amendment are available upon request
directed to Michael D. Abney, Senior Vice President and Chief Financial
Officer, AccuStaff Incorporated, One Independent Drive, Jacksonville, Florida
32202.
THE 1995 PLAN AMENDMENT; SHARES SUBJECT TO THE 1995 PLAN
The 1995 Plan currently provides a limit of 12,000,000 as the number of
shares that can be issued under the plan. Through June 24, 1998, 3,071,879
options had been exercised, leaving 8,928,121 available for currently
outstanding or future awards. As of June 24, 1998, no shares remained
available to be granted under the 1995 Plan. As the Company continues to grow,
the Company needs to attract and retain highly qualified directors, employees,
consultants and advisors, including the retention of management personnel of
potential acquisition candidates, and the Company believes it is important to
provide such employees and personnel a significant equity interest in the
Company in order to align the interests of such individuals with the
stockholders. In addition, the Board of Directors believes that by providing
the grantees of options and restricted stock with additional incentive to
achieve the Company's objectives and to participate in its success and growth
will encourage their continued association with or service to the Company and
its subsidiaries, in an effort to increase the growth and profitability of the
Company. The Board of Directors therefore recommends amending the 1995 Plan to
increase the total number of shares that can be issued thereunder by 8,000,000
to 20,000,000, but after considering previously exercised options, only
16,928,121 would be available for currently outstanding and future awards.
In the event of a change in the outstanding shares of the Company's Common
Stock by reason of a stock dividend, stock split, recapitalization, merger,
consolidation, reorganization or other change in corporate structure, the
number and/or type of shares to be awarded under the 1995 Plan shall be
adjusted appropriately by the Compensation Committee to prevent an unfavorable
effect upon the value of the options to be granted under the 1995 Plan. In
connection with the Spin-off, the shares subject to options granted under the
1995 Plan and any other shares available for issuance under the 1995 Plan,
including the 8,000,000 shares that shareholders are being asked to authorize
for issuance under the 1995 Plan, if this Proposal Four is adopted, will have
an appropriate antidilution adjustment that will result in the number of
shares authorized for the 1995 Plan exceeding 20,000,000, and exceeding the
16,928,121 currently available for outstanding and future awards.
The 1995 Plan has a limitation on the number of options and restricted stock
grants which may be issued to any one participant in a fiscal year in order to
comply with Section 162(m) of the Code. This limitation is set at 2,000,000 as
the maximum annual limit in fiscal 1995 and 1996, and 500,000 as the maximum
annual limit in all fiscal years thereafter.
The Board of Directors has amended the 1995 Plan to eliminate the Company's
ability to issue SARs (stock appreciation rights) under the 1995 Plan and has
further amended the 1995 Plan to change the definition of directors who serve
on the Plan Committee to comply with definitions set forth in Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and under Section 162(m) of the Internal Revenue Code of 1986,
as amended (the "Code"). These amendments do not require shareholder approval
and such approval is not being sought.
ADMINISTRATION
The 1995 Plan is administered by a committee of the Board of Directors which
is vested with responsibility for administering the 1995 Plan (the "Plan
Committee"). The Plan Committee consists of at least two directors appointed
from time to time by the Board of Directors who satisfy the definition of
"non-employee directors" as set forth in Rule 16b-3 and the definition of
"outside director" under Section 162(m). Decisions of the Plan Committee
regarding the interpretation and administration of the 1995 Plan are to be
binding on all persons.
AMENDMENT OF STOCK OPTION PLAN
The 1995 Plan may be amended at any time and from time to time by the Board
of Directors. The Board of Directors may not, however, amend the 1995 Plan
without the approval of the shareholders of the Company if
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such amendment would: (i) increase the total number of shares of Common Stock
issuable under the Stock Option Plan; (ii) materially change the class of
person that may participate in the 1995 Plan; or (iii) materially increase the
benefits accruing to participants under the 1995 Plan.
ELIGIBILITY
The class of persons eligible to participate in the 1995 Plan shall include,
but not be limited to, all directors, employees, consultants and advisors to
the Company or its subsidiaries; provided, however, that only employees of the
Company or its subsidiaries shall be eligible to receive incentive stock
options. Subject to the limitations described above, the Plan Committee shall
have the discretion to include all persons whose participation in the 1995
Plan that the Plan Committee determines to be in the best interests of the
Company. Therefore, it is not possible to predict the amounts that will be
received by or allocated to particular individuals or groups of employees if
the proposed amendment is adopted. The approximate number of all directors,
employees, consultants and advisors which management believes are eligible to
participate in the 1995 Plan is approximately 2,200 based on the current
number of full-time employees, provided that the Plan Committee shall have the
discretion to include any other persons whose participation it deems
beneficial.
EFFECTIVE DATE AND TERMINATION
The 1995 Plan was effective as of August 24, 1995 and was approved by the
shareholders on June 19, 1996. The Board of Directors may, at any time,
terminate the 1995 Plan. Termination of the 1995 Plan will not adversely
affect a participant's rights to any option or restricted stock granted prior
to termination.
TERMS OF STOCK OPTIONS
Options granted under the 1995 Plan may consist of incentive stock options
("ISOs") and nonqualified stock options ("NSOs"); provided, however, that only
employees of the Company or its subsidiaries shall be eligible to receive
ISOs. Options granted under the 1995 Plan need not be identical to one
another. The Plan Committee may, in its discretion, grant options under the
1995 Plan to employees, including directors who are also employees, as well as
advisors and consultants upon such restrictions, terms and conditions as the
Plan Committee may prescribe. Notwithstanding any other provision of the 1995
Plan, the maximum number of shares that may be issued pursuant to ISOs under
the 1995 Plan shall be 20,000,000.
The purchase price under each option will be established by the Plan
Committee, but in no event will the option price of an ISO be less than 100%
of the fair market value of the Company's Common Stock on the date of grant.
The exercise price for any option granted under the 1995 Plan must be paid in
full at the time of exercise. The exercise price and any federal, state or
local taxes that are required to be withheld may be paid in cash or the
surrender of shares of Common Stock owned by the participant exercising the
option and having a fair market value on the date of exercise equal to the
option price, or any combination or the foregoing equal to the option price.
The Plan Committee, in its discretion, may provide that the purchase price for
certain options may be paid by execution of recourse promissory notes in favor
of the Company.
ISOs must be granted within ten years of the effective date of the 1995 Plan
and may not be exercisable more than ten years from the date of the grant.
However, there is no requirement that NSOs be exercised within a fixed amount
of time. The Plan Committee may provide, however, that a particular Option
(either an ISO or an NSO) will terminate in a specified period of time.
The Plan Committee, in its discretion, may provide for accelerated vesting
of an option in the event of the participant's death, disability, retirement
or other events. The Plan Committee, in its discretion, may also provide for
accelerated vesting in the event of certain changes in control of the Company.
The Plan Committee, in its discretion, may also provide for accelerated
vesting in the event of certain changes in control of the Company. Each option
is transferable only by will or the law of descent and distribution or in the
case of a Non-Incentive Stock Option pursuant to a Qualified Domestic
Relations Order and, except as provided in the following
7
<PAGE>
sentence, may only be exercisable by the participant during his or her
lifetime. Each Non-Incentive Stock Option granted to a participant, to the
extent provided in such participant's individual stock option agreement by the
Plan Committee, in its sole discretion, may be transferable by gift to any
member of the participant's immediate family or to a trust for the benefit of
such participant's immediate family member(s) and, if so transferred, may be
exercisable, solely by such transferee.
OTHER TYPES OF AWARDS
The 1995 Plan also permits the award of restricted stock awards. Restricted
stock awards entitle the recipient to receive shares of Common Stock, subject
to forfeiture restrictions that lapse over time or upon the occurrence of
events specified by the Plan Committee, with the shares required to be
forfeited if the recipient ceases to be an employee of the Company before the
restrictions lapse. The Plan Committee, in its discretion, may provide that
the grant or vesting of restricted stock is based on the satisfaction of
performance goals in order to comply with Section 162(m) of the Code. Such
performance goals may include increases in pre-tax income, stock price, sales,
earnings per share, cash flows or return on equity.
FEDERAL INCOME TAX CONSEQUENCES
The following discussion of the federal income tax consequences of the 1995
Plan is intended to be a summary of applicable federal income tax law. State
and local tax consequences may differ. Because the federal income tax rules
governing options and restricted stock and related payments are complex and
subject to frequent change, participants are advised to consult their tax
advisors prior to exercise of options or dispositions of stock acquired
pursuant to an option exercise.
ISOs and NSOs are treated differently for federal income tax purposes. ISOs
are intended to comply with the requirements of Section 422 of the Code. NSOs
need not comply with such requirements.
A participant is not taxed on the grant or exercise of an ISO. The
difference between the fair market value of the shares on the exercise date
and the exercise price will, however, be a preference item for purposes of the
alternative minimum tax. If a participant holds the shares acquired upon
exercise of an ISO for at least two years following grant and at least one
year following exercise, the participant's gain, if any, resulting from a
subsequent disposition of such shares will be treated as long-term capital
gain for federal income tax purposes. Gains resulting from the sale of stock
held at least 18 months following the date of exercise of the ISO will be
taxed as "adjusted net capital gain" pursuant to Section 1(h) of the Code.
Gains from the sale of stock held more than one year but less than 18 months
will be taxed as "mid-term gain" pursuant to Section 1(h) of the Code. The
measure of the gain is the difference between the proceeds received on
disposition and the participant's basis in the shares (which generally equals
the exercise price). If the participant disposes of stock acquired pursuant to
exercise of an ISO before satisfying the one-and two-year holding periods
described above, the participant will recognize both ordinary income and
capital gain in the year of disposition. The amount of the ordinary income
will be the lesser of: (i) the amount realized on disposition less the
participant's adjusted basis in the stock (usually the option exercise price),
or (ii) the difference between the fair market value of the stock on the
exercise date and the option price. The balance of the consideration received
on such disposition will be capital gain. The Company is not entitled to an
income tax deduction on the grant or the exercise of an ISO or on the
participant's disposition of the shares after satisfying the holding period
requirement described above. If the holding periods are not satisfied, the
Company will be entitled to an income tax deduction in the year the
participant disposes of the shares, in an amount equal to the ordinary income
recognized by the participant.
A participant is not taxed on the grant of an NSO. Upon exercise, however,
the participant recognizes ordinary income equal to the difference between the
option price and the fair market value of the shares on the date of the
exercise. The Company is entitled to an income tax deduction in the year of
exercise in the amount recognized by the participant as ordinary income. Any
gain on subsequent disposition of the shares will be "adjusted net capital
gain" if the shares are held for at least 18 months following exercise, or
"mid-term gain"
8
<PAGE>
if the shares are held for more than one year, but less than 18 months
following exercise. The Company does not receive an income tax deduction for
this gain.
APPROVAL BY SHAREHOLDERS
The affirmative vote of a majority of the shares of Common Stock represented
at the Special Meeting and entitled to vote thereon is required to approve the
1995 Plan Amendment. Shares of Common Stock that are voted to abstain and
shares which are subject to broker non-votes with respect to any matter will
not be considered cast with respect to that matter.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL FOUR.
9
<PAGE>
PRINCIPAL SHAREHOLDERS AND SECURITIES
OWNERSHIP OF MANAGEMENT
The following table shows the beneficial ownership as of June 1, 1998 of (i)
each director, (ii) the Company's Chief Executive Officer and the four most
highly compensated executive officers, (iii) those persons known to the
Company to be beneficial owners of more than 5% of its outstanding Common
Stock and (iv) all directors and executive officers of the Company as a group.
Unless otherwise indicated, each of the shareholders listed below exercises
sole voting and dispositive power over the shares.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
NAME OWNED
- ---- --------------------
NUMBER PERCENT(1)
---------- ---------
<S> <C> <C>
Derek E. Dewan(2)........................................ 1,673,767 1.49%
John K. Anderson, Jr.(3)................................. 19,367 *
Peter J. Tanous.......................................... 0 *
T. Wayne Davis(4)........................................ 233,401 *
Daniel M. Doyle.......................................... 10,000 *
Michael D. Abney(5)...................................... 481,340 *
Marc M. Mayo(6).......................................... 33,334 *
Robert P. Crouch(7)...................................... 6,668 *
Timothy D. Payne(8)...................................... 1,000 *
American Express Company(9).............................. 6,313,816 5.72%
Putnam Investments, Inc.(10)............................. 7,927,259 7.18%
Massachusetts Financial Services Company(11)............. 10,266,137 9.29%
AMVESCAP PLC(12)......................................... 5,503,093 4.98%
FMR Corp.(13)............................................ 9,639,387 8.73%
All directors and executive officers as a group (9
persons)(14)............................................ 2,458,877 2.23%
</TABLE>
- --------
* Indicates less than 1%.
(1) Percentage is determined on the basis of 110,448,334 shares of Common
Stock outstanding as of June 1, 1998, plus shares of Common Stock deemed
outstanding pursuant to Rule 13d-3(d)(1) promulgated under the Securities
Exchange Act of 1934, as amended (the "1934 Act").
(2) Mr. Dewan owns or has options to acquire a total of 2,783,100 shares of
Common Stock, including the 1,673,767 shares shown in the table above. Mr.
Dewan's 2,783,100 shares consist of: (i) 100 shares held in his name; (ii)
1,673,667 shares held pursuant to options that are exercisable within 60
days of June 1, 1998; (iii) 276,000 shares of restricted stock which vest
ratably over the next four years; (iv) 333,333 options that will vest
ratably over the next two years; and (v) 500,000 options that will vest
ratably over the next three years.
(3) Mr. Anderson beneficially owns or has options to acquire 140,700 shares of
Common Stock, including the 19,367 shares shown in the table above. Mr.
Anderson's 140,700 shares consist of: (i) 700 shares held in his name;
(ii) 8,667 shares held pursuant to options that are exercisable within 60
days of June 1, 1998; (iii) 61,333 options which will vest ratably over
the next two years; and (iv) options for 60,000 shares which will vest
ratably over the next three years.
(4) Mr. Davis beneficially owns or has options to acquire 325,400 shares of
Common Stock, including the 233,401 shares shown in the table above. Mr.
Davis' 325,400 shares consist of: (i) 130,000 shares held in his name;
(ii) 30,000 shares held by Tine W. Davis Family-WD Charities, Inc., a
foundation, over which Mr. Davis has sole voting and dispositive power;
(iii) 5,400 shares held in Mr. Davis' wife's name; (iv) 68,001 shares held
pursuant to options that are exercisable within 60 days of June 1, 1998;
(v) 31,999 options which will vest ratably over the next two years; and
(vi) options for 60,000 shares which will vest ratably over the next three
years.
(5) Mr. Abney owns or has options to acquire a total of 681,340 shares of
Common Stock, including 481,340 shares shown in the table above. Mr.
Abney's 681,340 shares consist of: (i) 31,340 shares held in his name;
(ii) 450,000 shares held pursuant to options that are exercisable within
60 days of June 1, 1998; (iii) 100,000
10
<PAGE>
options that will vest ratably over the next two years; and (iv) 100,000
options which will vest ratably over the next three years.
(6) Mr. Mayo owns or has options to acquire a total of 250,000 shares of
Common Stock, including the 33,334 shares shown in the table above. Mr.
Mayo's 250,000 shares consist of: (i) 33,334 shares held pursuant to
options that are exercisable within 60 days of June 1, 1998; (ii) 66,666
options that will vest ratably over the next two years; and (iii) 150,000
shares which will vest ratably over the next three years.
(7) Mr. Crouch owns or has options to acquire a total of 180,000 shares of
Common Stock, including the 6,668 shares shown in the table above. Mr.
Crouch's 180,000 shares consists of: (i) 6,668 shares held pursuant to
options that are exercisable within 60 days of June 1, 1998; (ii) 73,332
options which will vest ratably over the next two years; and (iii) options
for 100,000 shares which will vest ratably over the next five years.
(8) Mr. Payne owns or has options to acquire a total of 138,333 shares of
Common Stock, including the 1,000 shares shown in the table above. Mr.
Payne's 138,333 shares consist of: (i) 1,000 shares held pursuant to
options that are exercisable within 60 days of June 1, 1998; (ii) 4,000
options which will vest ratably over the next four years; and (iii)
options for 133,333 shares which will vest ratably over the next two
years.
(9) Based on information the Company obtained from American Express Company's
Schedule 13-G filed as of January 29, 1998. The business address of
American Express Company is American Express Tower, 200 Vesey Street, New
York, New York 10285. American Express Company reports to have shared
voting power for 399,016 shares of Common Stock and shared dispositive
power for 6,313,816 shares of Common Stock.
(10) Based on information the Company obtained from Putnam Investments, Inc.'s
Schedule 13-G filed as of January 20, 1998. The business address of
Putnam Investments, Inc. is One Post Office Square, Boston, Massachusetts
02109. Putnam Investments, Inc. reports to have shared voting power for
438,300 shares of Common Stock and shared dispositive power for 7,927,259
shares of Common Stock. These shares are held through its affiliates
which report that Putnam Investment Management, Inc. has shared
dispositive power for 7,140,459 shares and The Putnam Advisory Company
has shared voting power for 438,300 shares of Common Stock and shared
dispositive power for 786,800 shares of Common Stock.
(11) Based on information the Company obtained from Massachusetts Financial
Services Company's Schedule 13-G filed as of January 20, 1998. The
business address of Massachusetts Financial Services Company is 500
Boylston Street, Boston, Massachusetts 02116. Massachusetts Financial
Services Company reports to have sole voting power for 10,225,030 shares
of Common Stock and sole dispositive power for 10,266,137 shares of
Common Stock. The 10,266,137 shares of Common Stock are held by
Massachusetts Financial Services Company and certain other affiliates
that include the MFS Series Trust II--MFS Emerging Growth Stock Fund.
(12) Based on information the Company obtained from AMVESCAP PLC's Schedule
13-G filed as of February 11, 1998. The business address of AMVESCAP PLC
is 11 Devonshire Square, London, EC2M 4YR, United Kingdom. AMVESCAP PLC
reports to have shared voting and dispositive power for 5,503,093 shares
of Common Stock. The 5,503,093 shares of Common Stock are held by the
following subsidiaries of AMVESCAP PLC: AVZ, Inc., AIM Management Group,
Inc., AMVESCAP Group Services, Inc., INVESCO, Inc., and INVESCO North
American Holdings, Inc.
(13) Based on information the Company obtained from FMR Corp.'s Schedule 13-G
filed as of February 9, 1998. The business address of FMR Corp is 82
Devonshire Street, Boston, MA 02109. FMR Corp. reports to have sole
voting power for 1,218,761 shares of Common Stock and sole dispositive
power for 9,639,387 shares of Common Stock. These shares are held through
various subsidiaries and affiliates of FMR Corp., including Fidelity
Management Research Company, an investment adviser to various investment
companies, Fidelity Management Trust Company, Fidelity International
Limited, Edward C. Johnson 3d and Abigail P. Johnson.
(14) Includes 2,251,337 shares held pursuant to options that are exercisable
within 60 days of June 1, 1998.
11
<PAGE>
EXPENSES OF SOLICITATION
The Company will bear the cost of preparing, assembling, printing and
mailing the proxy materials and of reimbursing brokers, banks, custodians and
other nominees for their reasonable out-of-pocket expenses in handling proxy
materials for beneficial owners of the Common Stock. Certain officers and
regular employees of the Company or its subsidiaries, without additional
compensation, may use their personal efforts, by telephone or otherwise, to
obtain proxies in addition to this solicitation by mail. The Company may also
retain the services of Corporate Communications, Inc. and/or Morrow & Co.,
Inc. to aid in the solicitation of proxies from brokers, banks, custodians and
other nominees, for which the Company will pay a fee not to exceed, in the
aggregate, $10,000 plus reimbursement for expenses.
SHAREHOLDER PROPOSALS
Shareholders are hereby notified that if they wish a proposal to be included
in the Company's Proxy Statement and form of proxy relating to the 1999 annual
meeting of shareholders, a written copy of their proposal must be received at
the principal executive offices of the Company no later than December 14,
1998. To ensure prompt receipt by the Company, proposals should be sent
certified mail return receipt requested. Proposals must comply with the proxy
rules relating to shareholder proposals in order to be included in the
Company's proxy materials.
In accordance with the Company's bylaws, shareholders who wish to submit a
proposal for consideration at the Company's 1999 annual meeting of shareholder
but who do not wish to submit the proposal for inclusion in the Company's
proxy statement pursuant to Rule 14a-8 as promulgated under the Securities
Exchange Act of 1934, as amended, must deliver a copy of their proposal to the
Company at its principal executive offices no later than December 14, 1998.
OTHER MATTERS
The Company knows of no other matters to be submitted at the Special
Meeting. If any other matters properly come before the Special Meeting, it is
the intention of the persons named in the enclosed form of proxy to vote the
shares they represent as the Board of Directors may recommend.
By Order of the Board of Directors,
/s/ Marc M. Mayo
---------------------------------
Marc M. Mayo
Senior Vice President, General
Counsel
and Secretary
Jacksonville, Florida
July 14, 1998
12
<PAGE>
EXHIBIT A
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
MODIS PROFESSIONAL SERVICES, INC.
ARTICLE I
NAME
The name of this Corporation is Modis Professional Services, Inc.
ARTICLE II
PRINCIPAL OFFICE
The principal office and mailing address of this Corporation is One
Independent Drive, Jacksonville, Florida 32202.
ARTICLE III
CAPITAL STOCK
This Corporation is authorized to issue four hundred million (400,000,000)
shares of Common Stock with a par value of one cent ($.01) per share, and ten
million (10,000,000) shares of Preferred Stock with a par value of one cent
($.01) per share. The Board of Directors shall have the authority to establish
series of the Preferred Stock and, by filing the appropriate Articles of
Amendment with the Department of State of the State of Florida, to establish
the designation of each series and the variations in rights, preferences and
limitations for each series.
ARTICLE IV
INDEMNIFICATION
SECTION 1. LIMITATION OF LIABILITY
To the full extent that the Florida Business Corporation Act, as it exists
on the date hereof or may hereafter be amended, permits the limitation or
elimination of the liability of directors or officers, a director or officer
of this Corporation shall not be liable to this Corporation or its
shareholders for any monetary damages.
SECTION 2. INDEMNIFICATION
(a) This Corporation shall indemnify a director or officer of this
Corporation who is or was a party to any proceeding by reason of the fact that
he or she is or was such a director or officer or is or was serving at the
request of this Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan
or other profit or non-profit enterprise against all liabilities and expenses
incurred in the proceeding except such liabilities and expenses as are
incurred because of his or her willful misconduct or knowing violation of the
criminal law. Unless a determination has been made that indemnification is not
permissible, this Corporation shall make advances and reimbursements for
expenses incurred by a director or officer in a proceeding upon receipt of an
undertaking from him or her to repay the same if it is ultimately determined
that he or she is not entitled to indemnification. Such undertaking shall be
an unlimited, unsecured general obligation of the director or officer and
shall be accepted without reference to his or her ability to make repayment.
The Board of Directors is hereby empowered, by majority vote of a quorum of
disinterested directors, to contract in advance to indemnify and advance the
expenses of any director or officer.
(b) The Board of Directors is hereby empowered, by majority vote of a quorum
of disinterested directors, to cause this Corporation to indemnify or contract
in advance to indemnify any person not specified in Article IV, Section 2(a)
who was or is a party to any proceeding, by reason of the fact that he or she
is or was an
A-1
<PAGE>
employee or agent of this Corporation, or is or was serving at the request of
this Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
profit or non-profit enterprise, to the same extent as if such person were
specified as one to whom indemnification is granted in Article IV, Section
2(a).
SECTION 3. INSURANCE
This Corporation may purchase and maintain insurance to indemnify it against
the whole or any portion of the liability assumed by it in accordance with
this Article and may also procure insurance, in such amounts as the Board of
Directors may determine, on behalf of any person who is or was a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, against any liability
asserted against or incurred by such person in any such capacity or arising
from his or her status as such, whether or not this Corporation would have
power to indemnify him or her against such liability under the provisions of
this Article IV.
SECTION 4. CHANGE IN BOARD OF DIRECTORS
In the event there has been a change in the composition of a majority of the
Board of Directors after the date of the alleged act or omission with respect
to which indemnification is claimed, any determination as to indemnification
and advancement of expenses with respect to any claim for indemnification made
pursuant to Article IV, Section 2(a) shall be made by special legal counsel
agreed upon by the Board of Directors and the proposed indemnitee. If the
Board of Directors and the proposed indemnitee are unable to agree upon such
special legal counsel, the Board of Directors and the proposed indemnitee each
shall select a nominee, and the nominees shall select such special legal
counsel.
SECTION 5. APPLICATION
The provisions of this Article IV shall be applicable to all actions,
claims, suits or proceedings commenced after the adoption hereof, whether
arising from any action taken or failure to act before or after such adoption.
No amendment, modification or repeal of this Article shall diminish the rights
provided hereby or diminish the right to indemnification with respect to any
claim, issue or matter in any then pending or subsequent proceeding that is
based in any material respect on any alleged action or failure to act prior to
such amendment, modification or repeal.
SECTION 6. COVERED PERSONS
Reference herein to directors, officers, employees or agents shall include
former directors, officers, employees and agents and their respective heirs,
executors and administrators.
SECTION 7. AMENDMENT
Notwithstanding any other provisions of the Articles of Incorporation or the
Bylaws of this Corporation (and notwithstanding the fact that some lesser
percentage may be specified by law, the Articles of Incorporation or the
Bylaws of this Corporation), the provisions of this Article may be altered,
amended or repealed only by the affirmative vote of 75% or more of the voting
power of all the then outstanding shares of this Corporation's capital stock
entitled to vote on the election of directors, voting together as a single
class.
ARTICLE V
AMENDMENTS
Except as otherwise provided herein, these Articles of Incorporation may be
amended in the manner provided by law. Both the shareholders and the Board of
Directors may repeal, amend or adopt Bylaws for the corporation, pursuant to
these Articles, except that the shareholders may prescribe in any Bylaw made
by them that such Bylaw shall not be altered, repealed or amended by the Board
of Directors.
A-2
<PAGE>
ACCUSTAFF INCORPORATED
One Independent Drive
Jacksonville, Florida 32202
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
KNOW ALL MEN BY THESE PRESENTS that I, the undersigned shareholder of
AccuStaff Incorporated, a Florida corporation (the "Company"), do hereby
nominate, constitute, and appoint Derek E. Dewan and Michael D. Abney, or any
one or more of them, my true and lawful attorney(s) with full power of
substitution for me and in my name, place and stead, to vote all of the Common
Stock, par value $.01 per share, of the Company, standing in my name on its
books on July 7, 1998, at the Special Meeting of its Shareholders to be held in
the Auditorium in the AccuStaff Building, One Independent Drive, Jacksonville,
Florida on August 14, 1998, at 10:00 a.m., local time, or at any adjournment
thereof.
1. Amend the Company's Articles of Incorporation to change the name of the
Company from AccuStaff Incorporated to Modis Professional Services, Inc.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. Amend the Company's Articles of Incorporation to increase the number of
shares of common stock, par value $0.01 per share, which the Company is
authorized to issue from one hundred and fifty million (150,000,000) shares to
four hundred million (400,000,000) shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Amend the Company's Articles of Incorporation to limit the liability of
directors and officers and to provide indemnification of the Company's directors
and officers.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. Amend the Company's 1995 Stock Option Plan to increase the number of shares
underlying options or restricted stock that may be granted pursuant to such
plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Continued on the other side)
5. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
This proxy, when properly executed, will be voted in the
manner directed herein by the undersigned shareholder.
Please sign exactly as your name appears herein. When shares
are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian,
please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized
officer. If a partnership please sign in partnership name by
authorized person. Make sure that the name on your stock
certificate(s) is exactly as you indicated below.
-----------------------------------------------------------
Signature
-----------------------------------------------------------
Signature if jointly held
Dated: , 1998
---------------------------------------------
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING
THE ENCLOSED SELF-ADDRESSED ENVELOPE.
