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
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[ ] 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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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,
Derek E. Dewan,
Chairman of the Board of Directors,
President and Chief Executive Officer
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,
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.
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 to 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) to 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) delivery of 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 subject matters
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 matters are 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 subject 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.
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, 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
acquisitionis 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 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 form 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 the 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 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. As of June 1, 1998, 110,448,334 shares of Common
Stock, par value $0.01 per share, were issued and outstanding, 7,599,119 shares
of Common Stock were reserved for the 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 purpose of seeking an increase in the number of authorized
shares of Common Stock is not solely 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'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.
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.
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 granted 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 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 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 l995 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 l995 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
purchase 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, it 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 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 transferrable 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" 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.
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.
Shares Beneficially
Name Owned
- - ---- ------------------------------
Number Percent(1)
------ -------
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 %
- - --------------------------
* 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)
18,667 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 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 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.
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,
$10,000 plus reimbursement for expenses.
SHAREHOLDER PROPOSALS
Shareholders are hereby notified that if they wish a proposal to be
included in the Company's Proxy Statement and form of proxy relating to the 1999
annual meeting of shareholders, a written copy of their proposal must be
received at the principal executive offices of the Company no later than
December 14, 1998. To ensure prompt receipt by the Company, proposals should be
sent certified mail return receipt requested. Proposals must comply with the
proxy rules relating to shareholder proposals in order to be included in the
Company's proxy materials.
In accordance with the Company's bylaws, shareholders who wish to submit a
proposal for consideration at the Company's 1999 annual meeting of shareholder
but who do not wish to submit the proposal for inclusion in the Company's proxy
statement pursuant to Rule 14a-8 as promulgated under the Securities Exchange
Act of 1934, as amended, must deliver a copy of their proposal to the Company at
its principal executive offices no later than December 14, 1998.
OTHER MATTERS
The Company knows of no other matters to be submitted at the Special
Meeting. If any other matters properly come before the Special Meeting, it is
the intention of the persons named in the enclosed form of proxy to vote the
shares they represent as the Board of Directors may recommend.
By Order of the Board of Directors,
Marc M. Mayo
Senior Vice President, General Counsel
and Secretary
Jacksonville, Florida
July 14, 1998
EXHIBIT A
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
MODIS PROFESSIONAL SERVICES, INC.
ARTICLE I
NAME
The name of this corporation is Modis Professional Services, Inc.
ARTICLE II
PRINCIPAL OFFICE
The principal office and mailing address of this corporation is One
Independent Drive, Jacksonville, Florida 32202.
ARTICLE III
CAPITAL STOCK
This Corporation is authorized to issue four hundred million (400,000,000)
shares of Common Stock with a par value of one cent ($.01) per share, and ten
million (10,000,000) shares of Preferred Stock having 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 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.
FORM OF PROXY
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
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 indicate below.
------------------------------------------------------------
Signature
------------------------------------------------------------
Signature if jointly held
Dated: __________________________, 1998
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED SELF-ADDRESSED ENVELOPE.
