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PROSPECTUS SUPPLEMENT
(To Prospectus dated November 24, 1998)
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6,603,524 Shares
MODIS PROFESSIONAL SERVICES, INC.
Common Stock
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The date of this Prospectus Supplement is January 4, 1998.
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The following replaces in its entirety the "Selling Shareholders" section
of Modis Professional Services, Inc.'s prospectus dated November 24, 1998.
SELLING SHAREHOLDERS
The following table sets forth (i) the name of each of the Selling
Shareholders, (ii) the number of shares of Common Stock beneficially owned by
each Selling Shareholder prior to the offering and being offered hereby, and
(iii) the number of shares of Common Stock beneficially owned by each Selling
Shareholder after completion of the offering.
<PAGE>
<TABLE>
<CAPTION>
Shares
Beneficially Shares Beneficially
Owned Prior to Shares Owned
Selling Shareholder Offering (1)(2) Being Offered After Offering(2)
------------------- --------------- ------------- -----------------
<S> <C> <C> <C>
Richard A. Koplow(3) ............................... 416,136 416,136 0
Florence Koplow(4) ................................. 337,484 337,484 0
Lawrence E. Derito(5) .............................. 151,561 151,561 0
Brent Road Limited Partnership(6) .................. 78,652 78,652 0
The Lexington Trust, dated December 24,
1985(7) ............................................ 73,089 73,089 0
The Concord Trust, dated December 28, 1985(8) ...... 73,089 73,089 0
Charles A. Murray (9)............................... 2,690,248 2,690,248 0
John L. Connolly (10)............................... 1,540,570 1,540,570 0
Alan T. Schiffman, John Hopkins, and Kenneth
S. Foreman, Trustees U/A/D September 30, 1996
for the benefit of Kate L. Connolly (11)............ 45,985 45,985 0
Alan T. Schiffman, John Hopkins, and Kenneth
S. Foreman, Trustees U/A/D September 30, 1996
for the benefit of Steven J. Connolly (12).......... 45,985 45,985 0
Alan T. Schiffman, John Hopkins, and Kenneth
S. Foreman, Trustees U/A/D December 23, 1997
for the benefit of Kate L. Connolly (13)............ 45,985 45,985 0
Alan T. Schiffman, John Hopkins, and Kenneth
S. Foreman, Trustees U/A/D December 23, 1997
for the benefit of Steven J. Connolly (14).......... 45,985 45,985 0
Mark O'Connor, John Campbell, and John
Hopkins, Trustees U/A/D September 30, 1996 for
the benefit of Molly Sara Murray (15).............. 45,985 45,985 0
Mark O'Connor, John Campbell, and John
Hopkins, Trustees U/A/D September 30, 1996 for
the benefit of Melissa Hannah Murray (16)........... 45,985 45,985 0
Mark O'Connor, John Campbell, and John
Hopkins, Trustees U/A/D December 19, 1997 for
the benefit of Melissa Hannah Murray (17)........... 45,985 45,985 0
Mark O'Connor, John Campbell, and John
Hopkins, Trustees U/A/D December 19, 1997 for
the benefit of Molly Sara Murray (18)............... 45,985 45,985 0
Cathy F. Schermer (19).............................. 863,879 863,879 0
Consulting Partners, Inc.
Employee Stock Ownership Plan and Trust (20)...... 10,936 10,936 0
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Shares
Beneficially Shares Beneficially
Owned Prior to Shares Owned
Selling Shareholder Offering (1)(2) Being Offered After Offering(2)
------------------- --------------- ------------- -----------------
<S> <C> <C> <C>
Bear Stearns & Co., Inc. (21) ...................... 227,864 227,864 0
TOTAL .............................................. 6,603,524 6,603,524 0
</TABLE>
(1) All share ownership information was provided to the Company by the
Selling Shareholders.
(2) Assumes that all of the shares held by the Selling Shareholders and
being offered hereby are sold, and that the Selling Shareholders acquire no
additional shares of Common Stock prior to completion of this offering. Other
than Charles A. Murray and John L. Connolly, each Selling Shareholder
beneficially owns less than 1% of the total number of shares of Common Stock
outstanding. Mr. Murray owns approximately 2.4% of the total number of shares of
Common Stock outstanding. Mr. Connolly owns approximately 1.4% of the total
number of shares of Common Stock outstanding.
(3) Mr. Koplow served as Chairman of the Board and Treasurer of Office
Specialists, Inc. prior to its acquisition by the Company. Includes (i) 146,178
shares beneficially owned as co-trustee of two trusts for the benefit of Mr.
Koplow's children and (ii) 78,652 shares beneficially owned as the general
partner of a partnership, the limited partner of which is one of Mr. Koplow's
minor children. Does not include 191,306 shares held by Mr. Koplow's wife,
Florence Koplow. Mr. Koplow disclaims beneficial ownership of all such shares.
(4) Mrs. Koplow served as Secretary and Director of Office Specialists,
Inc. prior to its acquisition by the Company. Includes 146,178 shares
beneficially owned as co-trustee of two trusts for the benefit of Mrs. Koplow's
children. Does not include 191,306 shares held by Mrs. Koplow's husband, Richard
A. Koplow.
(5) Mr. Derito serves as President of Office Specialists, Inc. which has
recently been sold by the Company to Ranstad U.S., LP. Mr. Derito previously
served as Chief Executive Officer, President and Vice Chairman of the Board of
Office Specialists, Inc. prior to its acquisition by the Company.
(6) The Brent Road Limited Partnership is a limited partnership of which
Richard A. Koplow is the general partner and one of Mr. Koplow's minor children
is the limited partner.
(7) The Lexington Trust is a trust for the benefit of Richard and Florence
Koplow's children, of which Richard and Florence Koplow are the co-trustees.
(8) The Concord Trust is a trust for the benefit of Richard and Florence
Koplow's children, of which Richard and Florence Koplow are the co-trustees.
(9) Mr. Murray serves as Chief Executive Officer of Actium Technologies,
Inc. and Actium Tools, Inc. (together, the "Actium Companies") and previously
served as Chief Executive Officer and a director of the Actium Companies prior
to their acquisition by the Company.
(10) Mr. Connolly serves as Senior Vice President of Actium Technologies,
Inc. and Chief Operating Officer of Actium Tools, Inc. and previously served as
Chief Operating Officer, Secretary and a director of Actium Technologies, Inc.
and as Chief Operating Officer, President, Secretary and a director of Actium
Tools, Inc. prior to their acquisition by the Company.
(11) The shares are owned by a trust for the benefit of John L. Connolly's
minor daughter. Mr. Connolly disclaims beneficial ownership of all shares held
by the trust.
(12) The shares are owned by a trust for the benefit of John L. Connolly's
minor son. Mr. Connolly disclaims beneficial ownership of all shares held by the
trust.
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<PAGE>
(13) The shares are owned by a trust for the benefit of John L. Connolly's
minor daughter. Mr. Connolly disclaims beneficial ownership of all shares held
by the trust.
(14) The shares are owned by a trust for the benefit of John L. Connolly's
minor son. Mr. Connolly disclaims beneficial ownership of all shares held by the
trust.
(15) The shares are owned by a trust for the benefit of Charles A. Murray's
minor daughter. Mr. Murray disclaims beneficial ownership of all shares held by
the trust.
(16) The shares are owned by a trust for the benefit of Charles A. Murray's
minor daughter. Mr. Murray disclaims beneficial ownership of all shares held by
the trust.
(17) The shares are owned by a trust for the benefit of Charles A. Murray's
minor daughter. Mr. Murray disclaims beneficial ownership of all shares held by
the trust.
(18) The shares are owned by a trust for the benefit of Charles A. Murray's
minor daughter. Mr. Murray disclaims beneficial ownership of all shares held by
the trust.
(19) Cathy F. Schermer served as Chairperson of the Board, Vice-President,
Secretary and Treasurer of Consulting Partners, Inc. prior to its acquisition by
the Company. Includes 87,481 shares held in escrow by SunTrust Bank Atlanta
pursuant to the Escrow Agreement dated August 31, 1998.
(20) The Consulting Partners, Inc. Employee Stock Ownership Plan and Trust
was established in 1990 for the purpose of providing retirement benefits for
eligible employees of Consulting Partners, Inc.
(21) The shares beneficially owned prior to offering and the shares being
offered by Bear Stearns & Co., Inc. are shares which Bear Stearns & Co., Inc.
may acquire through the exercise of options from Lawrence E. Derito, Brent Road
Limited Partnership, The Lexington Trust, and the Concord Trust and are included
in the number of shares listed for such shareholders.
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