ROMAC INTERNATIONAL INC, 424B4, 1997-11-04

ROMAC INTERNATIONAL INC
424B4, 1997-11-04
HELP SUPPLY SERVICES

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<PAGE> 1
Filed pursuant to Rule 424(b)(4)
Registration No. 333-37455

PROSPECTUS

4,210,000 SHARES

ROMAC INTERNATIONAL

[ROMAC INTERNATIONAL LOGO]

COMMON STOCK
---------------------------

Of the 4,210,000 shares of Common Stock offered hereby, 4,000,000 shares
are being offered by Romac International, Inc. and 210,000 shares are being
offered by certain Selling Shareholders of the Company. The Company will not
receive any proceeds from the sale of Common Stock by the Selling Shareholders.
See "Principal and Selling Shareholders."

The Company's Common Stock is traded on the Nasdaq National Market under
the symbol "ROMC." Except as otherwise indicated, all information in this
Prospectus has been adjusted to reflect the two-for-one stock split in the form
of a 100% stock dividend to shareholders, which was reflected on the Nasdaq
National Market on October 17, 1997. On November 3, 1997, the last reported sale
price of the Company's Common Stock on the Nasdaq National Market was $20.625
per share.

SEE "RISK FACTORS" ON PAGE 7 FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
=====================================================================================================================
PRICE UNDERWRITING PROCEEDS PROCEEDS TO
TO DISCOUNTS AND TO SELLING
PUBLIC COMMISSIONS(1) COMPANY(2) SHAREHOLDERS
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per Share.......................... $20.00 $1.00 $19.00 $19.00
- ---------------------------------------------------------------------------------------------------------------------
Total(3)........................... $84,200,000 $4,210,000 $76,000,000 $3,990,000
=====================================================================================================================
</TABLE>

(1) The Company and one of the Selling Shareholders have agreed to indemnify the
several Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, as amended. See "Underwriting."
(2) Before deducting expenses, estimated at $472,500, all of which are payable
by the Company.
(3) The Company has granted the several Underwriters a 30-day over-allotment
option to purchase up to 631,500 additional shares of Common Stock on the
same terms and conditions as set forth above to cover over-allotments, if
any. If the Underwriters exercise the over-allotment option in full, the
total Price to Public will be $96,830,000, the total Underwriting Discounts
and Commissions will be $4,841,500, the total Proceeds to Company will be
$87,998,500 and the total Proceeds to Selling Shareholders will be
$3,990,000. See "Underwriting."
---------------------------

The shares of Common Stock are offered by the Underwriters, subject to
prior sale, when, as and if delivered to and accepted by the Underwriters and
subject to their right to reject orders in whole or in part. It is expected that
the delivery of the certificates representing shares of Common Stock will be
made on or about November 6, 1997 through the Depository Trust Company or at the
offices of Robert W. Baird & Co. Incorporated, Milwaukee, Wisconsin.

ROBERT W. BAIRD & CO.
INCORPORATED
NATIONSBANC MONTGOMERY SECURITIES, INC.

PRUDENTIAL SECURITIES INCORPORATED

SMITH BARNEY INC.

THE DATE OF THIS PROSPECTUS IS NOVEMBER 3, 1997
<PAGE> 2

ROMAC INTERNATIONAL
THE KNOWLEDGEFORCE RESOURCE(SM)

Romac provides services in the following specialties: Information
Technology, Finance & Accounting, Human Resources and Operating Specialties.

The table below presents Romac's position within the staffing industry.
With skill on the vertical axis and time on the horizontal axis, Romac provides
services in connection with people of medium skill and above across the time
continuum. These highly skilled professionals are what we call "The
KnowledgeForce" and we are "The KnowledgeForce Resource(sm)."

[TABLE SETTING FORTH THE DESCRIPTION ABOVE]

THE KNOWLEDGEFORCE: Intelligent, technically advanced and capable
professionals who, when effectively organized, achieve the strategic goals of
organizations; the intellectual capital of organizations.

CERTAIN PERSONS PARTICIPATING IN THE OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK,
INCLUDING OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."

IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS AND SELLING GROUP
MEMBERS MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN THE COMMON STOCK ON
THE NASDAQ NATIONAL MARKET IN ACCORDANCE WITH RULE 103 OF REGULATION M. SEE
"UNDERWRITING."

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<PAGE> 3

PROSPECTUS SUMMARY

The following is a summary of the more detailed information and financial
statements appearing elsewhere in, or incorporated by reference into, this
Prospectus. Unless otherwise indicated, the information in this Prospectus
assumes that the Underwriters' over-allotment option will not be exercised, and
gives retroactive effect to a two-for-one stock split in the form of a 100%
stock dividend to shareholders, which was reflected on the Nasdaq National
Market on October 17, 1997. Unless the context otherwise requires, references to
the "Company" or "Romac" are to Romac International, Inc.

THE COMPANY

Romac International, Inc. is a provider of specialty staffing services in
16 markets in the United States. The Company recognizes that it has two distinct
and unique customers: organizations and the knowledgeable people who make them
successful. In order to align itself more closely with the organizational
structure and skills of its customers, the Company provides value-added services
according to function in the following specialties: Information Technology,
Finance and Accounting, Human Resources and Operating Specialties.

Information Technology. The Company's Information Technology
professionals specialize in sophisticated areas of information technology
such as systems/applications programming, systems analysis and networking.
In 1995, the Company created its Emerging Technology Division ("ETD") to
address the shortage of expertise in high-demand information technology
skills, including PeopleSoft, Lotus Notes, Oracle and networking. ETD
provides intensive classroom and experience-based training to the Company's
consultants and helps the Company keep pace with the growing demand for its
high-end services. The Company's Information Technology services are
currently offered in 13 of the Company's markets.

Finance and Accounting. The Company's Finance and Accounting
professionals specialize in areas such as corporate taxation, budget
preparation and analysis, financial reporting, cost analysis and audit
services. To augment its traditional Flexible Staffing Services and Search
Services, the Company recently introduced Romac Executive Solutions, which
provides chief financial officers and other high-level financial
professionals on a contract basis for assignment lengths typically in
excess of three months. The Company's Finance and Accounting services are
currently offered in 14 of the Company's markets.

Human Resources. The Company's Human Resources professionals
specialize in the areas of recruiting, benefits administration, labor
relations, workers compensation, training and retirement plans. In
addition, the Company provides human resources outplacement, outsourcing
and consulting services. The Company's Human Resources services are
currently offered in three of the Company's markets.

Operating Specialties. The Company's Operating Specialties
professionals specialize in the pharmaceutical, manufacturing, health care,
life insurance, investment and banking industries. Positions that would be
classified in these categories include: research and regulatory personnel
for pharmaceutical clients, quality engineers for manufacturing clients,
hospital administrators for health care clients and lenders for banking
clients. The Company's Operating Specialties services are currently offered
in three of the Company's markets.

The Company principally serves Fortune 1000 clients. The top ten clients of
the Company represented 11.6% of its revenues in the first six months of 1997.
For the six month period ended June 30, 1997 compared to the same period in
1996, net service revenues grew 94.3% to $74.6 million and earnings grew 95.7%
to $4.5 million. For the six month period ended June 30, 1997 compared to the
same period in 1996, Information Technology net service revenues grew 119.1% to
$34.4 million, Finance and Accounting net service revenues grew 62.3% to $31.0
million, Human Resources net service revenues grew 152.2% to $5.8 million, and
Operating Specialties net service revenues grew 153.9% to $3.3 million.

The Company believes its focus on specialized skills generates increased
placement opportunities and enhances the Company's ability to attract, retain
and motivate highly skilled professionals (the "Knowl-
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<PAGE> 4

edgeForce"). The Company seeks to manage the careers of these experts by making
them aware of market trends, giving them access to training and proactively
marketing them for flexible or permanent assignments.

The Company's growth strategy is to increase revenue and profitability by
expanding its service offerings in existing markets and introducing its full
range of services into new markets. In existing markets, the Company intends to
further develop existing customers and expand its customer base by: (i)
introducing its full range of functional services in all of its markets; (ii)
taking advantage of the cross-selling opportunities provided by the
complementary services offered by its functional service areas; and (iii)
introducing new services. In addition, the Company will continue to evaluate
strategic acquisitions that will add new functional areas or enhance its current
service offerings.

The Company continues to make significant infrastructure investments in
people and systems to allow for further growth. The Company recently changed its
technology platform by installing a three-tiered client server architecture,
thereby positioning the Company to implement new applications and improve
operating efficiencies.

ACQUISITIONS

Since the completion of the Company's initial public offering in August
1995, the Company has completed a number of acquisitions, including two
acquisitions in September 1997, which have expanded the Company's geographic
coverage and its service offerings. Prior to the two September 1997
acquisitions, the purchase price of the Company's acquisitions ranged from
approximately $100,000 to $7.4 million and aggregated $27.0 million, including
only earnouts paid or accrued through September 30, 1997. The aggregate purchase
price of the September 1997 acquisitions was $39.9 million, before consideration
of earnouts. For information regarding the two September 1997 acquisitions, see
"Business -- Recent Acquisitions". The following table sets forth additional
information regarding certain of these acquisitions:

<TABLE>
<CAPTION>
DATE OF FUNCTIONAL PRIMARY
ACQUISITION NAME OF COMPANY SERVICE AREA LOCATION
- --------------------- --------------------------------------- ---------------------------- -------------------
<S> <C> <C> <C>
January 1996 Venture Networks Information Technology Boston, MA
February 1996 PCS Group Information Technology Louisville, KY
March 1996 Strategic Outsourcing Human Resources Boston, MA
June 1996 Romac F&A Franchise Finance & Accounting San Francisco, CA
January 1997 Career Enhancement International Information Technology Boston, MA
March 1997 Professional Application Resources Information Technology Houston, TX
September 1997 UQ Solutions, Inc. Information Technology Naperville, IL
September 1997 Sequent Associates, Inc. Information Technology San Jose, CA
</TABLE>

- ---------------

The Company continuously evaluates potential acquisitions and is currently
in various stages of investigating and negotiating with several candidates. The
Company has a signed letter of intent to acquire an information technology
company in the western United States, for a purchase price of approximately $3.3
million. The Company is in the process of completing its due diligence and
negotiating a definitive acquisition agreement. Accordingly, there can be no
assurance that this acquisition will be consummated.
4
<PAGE> 5

THE OFFERING

Common Stock offered by the
Company.......................... 4,000,000 shares

Common Stock offered by the Selling
Shareholders..................... 210,000 shares

Common Stock to be outstanding
after the Offering(1)............ 28,591,142 shares

Use of Proceeds.................... For repayment of certain indebtedness and
general corporate purposes, including
possible acquisitions, expansion of the
Company's operations, and certain capital
expenditures related to the Company's
expansion. See "Use of Proceeds."

Nasdaq National Market Symbol...... ROMC
- ---------------

(1) Does not include 3,390,634 shares of Common Stock subject to outstanding
options under the Company's incentive and nonqualified stock option plans.

RECENT DEVELOPMENTS

On October 15, 1997, the Company announced preliminary results for the
three and nine month periods ended September 30, 1997. For the three months
ended September 30, 1997, the Company's net service revenues increased 73.9% to
$45.9 million from $26.4 million for the same period in 1996. Net income
increased 66.7% to $3.0 million for the three months ended September 30, 1997
from $1.8 million for the same period in 1996. Net income per share increased
64.3% to $0.23 for the three months ended September 30, 1997 from $0.14 per
share for the same period in 1996. For the nine months ended September 30, 1997,
net service revenues increased 86.0% to $120.5 million from $64.8 million for
the same period in 1996. Net income increased 82.9% to $7.5 million for the nine
months ended September 30, 1997 from $4.1 million for the same period in 1996.
Net income per share increased 61.1% to $0.58 for the nine months ended
September 30, 1997 from $0.36 for the same period in 1996.
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<PAGE> 6

SUMMARY CONSOLIDATED FINANCIAL DATA
(In thousands, except per share data)

The Company was formed by current management in August 1994 through the
combination of a specialty staffing services firm in operation under the
ROMAC(R) name since 1966, and three of its largest franchisees (the "1994
Combination"), including FMA International, Inc. ("Romac-FMA"). The 1994
Combination became effective on August 31, 1994 and all of the financial data
set forth below have been restated to give effect to the 1994 Combination, which
was accounted for as a pooling of interests. Since August 31, 1994, the
Company's business has been conducted under common ownership and its operations
have been conducted by the former management of Romac-FMA, which became the
management of the Company. The information below reflects a two-for-one stock
split in the form of a 100% stock dividend to shareholders, which was reflected
on the Nasdaq National Market on October 17, 1997.

Since June 30, 1997, the Company has made two acquisitions which have
significantly reduced the Company's working capital. See "Business -- Recent
Acquisitions" and "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Liquidity and Capital Resources."

<TABLE>
<CAPTION>
SIX MONTHS
YEARS ENDED DECEMBER 31, ENDED JUNE 30,
----------------------------------------------- ---------------------
1992 1993 1994 1995 1996 1996 1997
------- ------- ------- ------- ------- ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net service revenues................ $31,250 $40,346 $40,789 $45,655 $94,210 $38,355 $ 74,592
Gross profit........................ 11,418 14,220 15,938 20,195 40,371 16,607 30,011
Income (loss) before taxes.......... 1,091 1,113 (413) 5,021 9,946 3,840 7,401
Net income (loss)(1)................ 714 650 (599) 3,013 5,981 2,313 4,506
Net income (loss) per share(2)...... $ 0.05 $ 0.05 $ (0.04) $ 0.18 $ 0.25 $ 0.11 $ 0.18
Weighted average shares
outstanding....................... 13,176 13,237 14,078 16,976 23,560 21,644 25,582
</TABLE>

<TABLE>
<CAPTION>
JUNE 30, 1997
---------------------
AS
ACTUAL ADJUSTED(3)
------- -----------
<S> <C> <C>
BALANCE SHEET DATA:
Working capital*.......................................... $49,526 $125,053
Total assets.............................................. 93,411 168,938
Total long-term debt...................................... 2,527 2,527
Shareholders' equity...................................... $78,041 $153,568
</TABLE>

- ---------------

* Subsequent to June 30, 1997, the Company used $39.9 million of cash to fund
two acquisitions. See "Business -- Recent Acquisitions".
(1) Net income (loss) for the years ended December 31, 1994, 1995 and 1996, and
the six months ended June 30, 1996 and 1997, includes franchise termination
income (net of tax) of $336,000, $261,000, $208,000, $157,000 and $100,000,
respectively.
(2) Net income (loss) per share for the years ended December 31, 1994, 1995 and
1996, and the six months ended June 30, 1996 and 1997, includes franchise
termination income (net of tax) per share of $0.02, $0.01, $0.01, $0.01 and
$0.00, respectively.
(3) As adjusted to give effect to the sale by the Company of 4,000,000 shares of
Common Stock offered hereby and after deducting underwriting discounts and
commissions and estimated offering expenses and the application of the net
proceeds therefrom, assuming a public offering price of $20.00 per share.
See "Capitalization."
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<PAGE> 7

RISK FACTORS

Prospective investors should consider carefully, in addition to the other
information contained in this Prospectus, the following factors in evaluating
the Company and its business before purchasing shares of the Common Stock
offered hereby.

This Prospectus contains statements that constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933 (the
"Securities Act") and Section 21E of the Securities Exchange Act of 1934 (the
"Exchange Act"). The words "expect," "estimate," "anticipate," "predict,"
"believe" and similar expressions and variations thereof are intended to
identify forward-looking statements. Such statements appear in a number of
places in this Prospectus and include statements regarding the intent, belief or
current expectations of the Company, its directors or its officers with respect
to, among other things: (i) trends affecting the Company's financial condition
or results of operations; (ii) the Company's business and growth strategies;
(iii) risks affecting the Company; and (iv) the use of the net proceeds to the
Company of this Offering. Prospective investors are cautioned that any such
forward-looking statements are not guarantees of future performance and involve
risks and uncertainties, and that actual results may differ materially from
those projected in the forward-looking statements as a result of various
factors. The accompanying information contained in this Prospectus, including
without limitation the information set forth under the headings "Risk Factors,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Business," as well as information contained in the Company's
filings with the Securities and Exchange Commission (the "Commission"), identify
important factors that could cause such differences.

POSSIBLE ADVERSE EFFECTS OF FLUCTUATIONS IN THE GENERAL ECONOMY

Historically, the general level of economic activity has significantly
affected the demand for employment services. As economic activity has slowed,
the use of temporary and contract personnel often has been curtailed before
permanent employees have been laid off. An economic downturn may adversely
affect the demand for temporary and contract personnel and may have a material
adverse effect on the Company's results of operations or financial condition.
Additionally, during periods of slowed economic activity, the use of executive
search firms tends to decline significantly. As economic activity has increased,
temporary and contract personnel often have been added to the work force before
permanent employees have been hired. During these periods of increased economic
activity and generally higher levels of employment, the competition among
staffing services firms for qualified personnel is intense. Further, the Company
may face increased competitive pricing pressures during such periods. There can
be no assurance that during these periods the Company will be able to recruit
the personnel necessary to fill its clients' needs or that such pricing
pressures will not adversely affect the Company's results of operations. See
"Business -- Industry Overview."

DEPENDENCE ON AVAILABILITY OF QUALIFIED PERSONNEL

The Company depends upon its ability to attract and retain personnel,
particularly technical and professional personnel, who possess the skills and
experience necessary to meet the staffing requirements of its clients. The
Company must continually evaluate and upgrade its base of available qualified
personnel to keep pace with changing client needs and emerging technologies.
Competition for individuals with proven technical or professional skills is
intense and demand for such individuals is expected to remain very strong for
the foreseeable future. There can be no assurance that qualified personnel will
continue to be available to the Company in sufficient numbers and upon economic
terms acceptable to the Company. See "Business -- Functional Organization" and
"Business -- Competition."

ABILITY TO ACHIEVE AND MANAGE GROWTH

The Company has experienced growth, driven primarily by industry trends
toward the increased use of temporary and contract professional and technical
personnel. The Company's continued growth depends on a number of factors,
including the ability to maintain margins in the face of competitive pressures
and changing regulatory environments, the availability of sufficient working
capital, continued improvements in the

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<PAGE> 8

recruitment, motivation and retention of its operating employees and temporary
and contract personnel, the strength of demand in the Company's markets, and the
Company's ability to open new markets. Any significant delay in opening new
markets could have a material adverse effect on the Company's results of
operations. There can be no assurance that the Company will be able to attain
its desired levels of growth. See "Business -- Growth Strategy."

RECENT ACQUISITIONS AND IMPLEMENTATION OF ACQUISITION STRATEGY

The Company has completed a number of acquisitions in the past two years,
including two acquisitions in September 1997, and intends to pursue other
acquisitions. Additionally, the Company has entered into a letter of intent
dated September 18, 1997 for the purchase of substantially all of the assets of
a company engaged in the business of providing information technology services,
for a purchase price of approximately $3.3 million. The Company is in the
process of completing its due diligence and negotiating a definitive acquisition
agreement. Accordingly, there can be no assurance that this acquisition will be
consummated. See "Business -- Recent Acquisitions." There can also be no
assurance that the Company will be able to successfully integrate the operations
and management of its recent acquisitions. Similarly, there can be no assurance
that the Company will be able to consummate or, if consummated, successfully
integrate the operations and management of future acquisitions. Acquisitions
involve significant risks which could have a material adverse effect on the
Company, including: (i) the diversion of management's attention to the
assimilation of the businesses to be acquired; (ii) the risk that the acquired
businesses will fail to maintain the quality of services that the Company has
historically provided; (iii) the need to implement financial and other systems
and add management resources; (iv) the risk that key employees of the acquired
businesses will leave after the acquisition; (v) potential liabilities of the
acquired businesses; (vi) unforeseen difficulties in the acquired operations;
(vii) adverse short- and long-term effects on the Company's operating results;
(viii) lack of success in assimilating or integrating the operations of acquired
businesses with those of the Company; (ix) the dilutive effect of the issuance
of additional equity securities; (x) the incurrence of additional debt; and (xi)
the financial impact of amortizing goodwill and other intangible assets involved
in any acquisitions that are accounted for using the purchase method of
accounting. There can be no assurance that the Company will successfully
implement its acquisition strategy. Furthermore, there can no be assurance any
acquisition will achieve levels of revenue and profitability or otherwise
perform as expected, or be consummated on acceptable terms to enhance
shareholder value.

COMPETITION

The Company faces significant competition in the markets it serves and
there are limited barriers to entry by new competitors. The Company competes for
potential clients with providers of outsourcing services, systems integrators,
computer systems consultants, other providers of staffing services, temporary
personnel agencies, and search firms. A number of the Company's competitors
possess substantially greater resources than the Company. From time to time the
Company has experienced significant pressure from its clients to reduce its
price levels. The Company also faces the risk that certain of its current and
prospective clients will decide to provide similar services internally.
Additionally, the Company faces significant competition for candidates in many
professional and technical specialties. There can be no assurance that the
Company will be able to continue to compete effectively with existing or
potential competitors. See "Business -- Competition."

RELIANCE ON KEY EXECUTIVES AND QUALIFIED OPERATING EMPLOYEES

The Company is highly dependent on its management. The Company expects that
its continued success will largely depend upon the efforts and abilities of
David L. Dunkel, the Company's President and Chief Executive Officer, James D.
Swartz, the Company's Executive Vice President and Chief Operating Officer, and
certain other executives. The loss of services of Mr. Dunkel, Mr. Swartz or any
other key executive for any reason could have a material adverse effect upon the
Company. The Company maintains key man life insurance with respect to Mr.
Dunkel, Mr. Swartz, and certain other executives. The Company's success also
depends upon its ability to identify, develop and retain qualified operating
employees, particularly management, client servicing and candidate recruiting
employees. The Company expends significant resources in

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<PAGE> 9

recruiting and training its employees, and the pool of available applicants for
these positions is limited. There can be no assurance that the Company will
continue to be able to identify, develop, and retain qualified operating
management and client servicing and candidate recruiting employees. In addition,
the loss of some of the Company's operating management and client servicing and
candidate recruiting employees could have an adverse effect on the Company's
operations, including the Company's ability to establish and maintain client,
candidate and professional and technical personnel relationships.

EMPLOYMENT LIABILITY RISK

Providers of staffing services employ and place people in the workplaces of
other businesses. An inherent risk of such activity includes possible claims of
errors and omissions, misuse of client proprietary information, misappropriation
of funds, discrimination and harassment, employment of illegal aliens, theft of
client property, other criminal activity or torts and other claims. The Company
has policies and guidelines in place to reduce its exposure to these risks.
However, failure of any Company employee or personnel to follow these policies
and guidelines may result in negative publicity, injunctive relief, and the
payment by the Company of monetary damages or fines, or have other material
adverse effects upon the Company. Moreover, the Company could be held
responsible for the actions at a workplace of persons not under the direct
control of the Company. To reduce its exposure, the Company maintains insurance
and fidelity bonds covering general liability, workers' compensation claims,
errors and omissions, and employee theft. Due to the nature of the Company's
assignments, in particular, access to client information systems and
confidential information, and the potential liability with respect thereto,
there can be no assurance that such insurance coverage will continue to be
available economically in amounts adequate to cover any such liability. See
"Business -- Legal Proceedings" and "Business -- Insurance."

POSSIBLE VOLATILITY OF STOCK PRICE

The Common Stock has experienced a significant increase in its market price
since the Company's initial public offering in August 1995. The market price of
the Common Stock could be subject to significant fluctuations in response to
operating results of the Company, changes in general conditions in the economy,
the financial markets, the employment services industry, or other developments
affecting the Company, its clients, or its competitors, some of which may be
unrelated to the Company's performance. See "Price Range of Common Stock."

RELIANCE ON INFORMATION PROCESSING SYSTEMS

The Company's business depends upon its ability to store, retrieve, process
and manage significant databases, and periodically to expand and upgrade its
information processing capabilities. The Company's computer equipment and
software systems are maintained at its Tampa, Florida headquarters. Interruption
or loss of the Company's information processing capabilities through loss of
stored data, breakdown or malfunction of computer equipment and software
systems, telecommunications failure, conversion difficulties, or damage to the
Company's headquarters and systems caused by fire, hurricane, lightning,
electrical power outage, or other disruption could have a material adverse
effect on the Company. See "Business -- Professional Recruiters Operating
System."

INCREASED COSTS FROM GOVERNMENT REGULATION

The Company is required to pay a number of federal, state, and local
payroll and related costs, including unemployment taxes, workers' compensation
and insurance, FICA, and Medicare, among others, for its employees and
personnel. Significant increases in the effective rates of any payroll related
costs likely would have a material adverse effect upon the Company. The
Company's costs could also increase as a result of health care reforms or the
possible imposition of additional requirements and restrictions related to the
placement of personnel. Recent federal and state legislative proposals have
included provisions extending health insurance benefits to personnel who
currently do not receive such benefits. There can be no assurance that the
Company will be able to increase the fees charged to its clients in a timely
manner and in a sufficient amount to cover increased costs, if any such
proposals are adopted. There is also no assurance that the Company will be able
to adapt to future regulatory changes made by the Internal Revenue Service, the

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<PAGE> 10

Department of Labor, or other state and federal regulatory agencies. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

MANAGEMENT DISCRETION CONCERNING USE OF PROCEEDS

The Company intends to use all of the proceeds of this Offering for
repayment of certain indebtedness and for general corporate purposes, including
possible acquisitions, expansion of the Company's operations, and certain
capital expenditures related to the Company's expansion. Accordingly, management
will have substantial discretion in spending the proceeds to be received by the
Company. Pending such uses, the net proceeds will be invested in short-term,
investment grade securities, certificates of deposit, or direct guaranteed
obligations of the United States government. See "Use of Proceeds."

ANTI-TAKEOVER PROVISIONS

The Company's articles of incorporation and bylaws and Florida law contain
provisions that may have the effect of inhibiting a non-negotiated merger or
other business combination. In particular, the Company's articles of
incorporation provide for a staggered board of directors and permit the removal
of directors only for cause. Additionally, management may issue up to 15,000,000
shares of preferred stock, and fix the rights and preferences thereof, without a
further vote of the shareholders. In addition, the Company's officers have
employment agreements with the Company containing certain provisions that call
for substantial payments to be made to such officers upon any change in control
of the Company. Certain of these provisions may discourage a future acquisition
of the Company, including an acquisition in which shareholders might otherwise
receive a premium for their shares. As a result, shareholders who might desire
to participate in such a transaction may not have the opportunity to do so.
Moreover, the existence of these provisions may have a depressive effect on the
market price of the Common Stock.

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<PAGE> 11

USE OF PROCEEDS

The net proceeds to the Company from the sale of the 4,000,000 shares of
Common Stock offered by the Company hereby (after deducting underwriting
discounts and commissions and estimated offering expenses) are estimated to be
approximately $75.5 million (approximately $87.5 million if the Underwriters'
over-allotment option is exercised in full).

The Company intends to use a portion of the net proceeds from the Offering
for repayment of indebtedness outstanding under its Revolving Line of Credit
Loan Agreement with NationsBank, N.A. (the "Line of Credit"). The Line of Credit
expires on March 31, 2000, and at September 30, 1997, had an outstanding
principal balance of $6.0 million. Amounts outstanding under the Line of Credit
accrue interest at an annual rate equal to 65 basis points above the 90-day
London Interbank Offering interest rate ("LIBOR"). As of September 30, 1997, the
interest rate on the Line of Credit was 6.42%. The borrowings under the Line of
Credit were primarily used for the acquisition of Sequent Associates, Inc.
("Sequent"). The Company intends to use the remaining portion of the net
proceeds for general corporate purposes, including possible acquisitions,
expansion of the Company's operations and certain capital expenditures related
to the Company's expansion. Pending such uses, the net proceeds will be invested
in short term, investment grade securities, certificates of deposit, or direct
or guaranteed obligations of the United States government. The Company has
recently entered into a letter of intent for the purchase of substantially all
of the assets of a company engaged in the business of providing information
technology contract services. If consummated, the acquisition price is expected
to be approximately $3.3 million. The Company is in the process of completing
its due diligence and negotiating a definitive acquisition agreement.
Accordingly, there can be no assurance that this possible acquisition will be
consummated. See "Risk Factors -- Recent Acquisitions and Implementation of
Acquisition Strategy," "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity and Capital Resources" and
"Business -- Recent Acquisitions."

The Company will not receive any proceeds from the sale of the shares
offered by the Selling Shareholders. See "Principal and Selling Shareholders."

PRICE RANGE OF COMMON STOCK

The following table sets forth, for the periods indicated, the range of
high and low closing sale prices for the Common Stock, as reported on the Nasdaq
National Market since trading began on August 15, 1995, under the symbol ROMC.
The table has been adjusted to reflect two-for-one stock splits, each in the
form of a 100% stock dividend to shareholders, as reflected on the Nasdaq
National Market on May 23, 1996 and October 17, 1997.

<TABLE>
<CAPTION>
HIGH LOW
------- -------
<S> <C> <C>
FISCAL YEAR 1995:
Third Quarter (from August 15, 1995)*..................... $ 4.375 $ 3.688
Fourth Quarter............................................ 5.875 4.188
FISCAL YEAR 1996:
First Quarter............................................. $ 8.063 $ 5.750
Second Quarter............................................ 14.875 7.688
Third Quarter............................................. 15.750 10.125
Fourth Quarter............................................ 15.125 10.625
FISCAL YEAR 1997:
First Quarter............................................. $13.500 $ 8.844
Second Quarter............................................ 17.375 8.313
Third Quarter............................................. 22.500 16.875
Fourth Quarter (through November 3, 1997)................. 22.750 16.938
</TABLE>

- ------------------------

* The Company's initial public offering occurred on August 14, 1995 at a price
of $3.125 per share, after giving effect to the Company's two-for-one stock
splits in the form of a 100% stock dividend to shareholders, as reflected on
the Nasdaq National Market on May 23, 1996 and October 17, 1997.

DIVIDEND POLICY

The Company does not intend for the foreseeable future to declare or pay
any cash dividends, and intends to retain earnings, if any, for the future
operation and expansion of the Company's business.

11
<PAGE> 12

CAPITALIZATION

The following table sets forth the capitalization of the Company at June
30, 1997, and as adjusted at that date to give effect to: (i) the sale of the
4,000,000 shares of Common Stock offered by the Company hereby and the
application of the estimated net proceeds therefrom, and (ii) the two-for-one
stock split in the form of a 100% stock dividend to shareholders, which was
reflected on the Nasdaq National Market on October 17, 1997. This table should
be read in conjunction with the Consolidated Financial Statements and Notes
thereto, incorporated by reference into this Prospectus, and with "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
appearing elsewhere in this Prospectus.

Since June 30, 1997, the Company has made two acquisitions which have
significantly reduced the Company's cash position. See "Business -- Recent
Acquisitions" and "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Liquidity and Capital Resources."

<TABLE>
<CAPTION>
JUNE 30, 1997
---------------------
ACTUAL AS ADJUSTED
------- -----------
(IN THOUSANDS)
<S> <C> <C>
Cash and cash equivalents(1)................................ $30,352 $105,879
======= ========
Current portion of long-term debt and capital lease
obligations............................................... $ 891 $ 891
======= ========
Long-term debt and capital lease obligations................ $ 1,636 $ 1,636
------- --------
Shareholders' equity:
Preferred Stock, $.01 par value; 15,000,000 shares
authorized; no shares issued........................... $ -- $ --
Common Stock, $.01 par value; 100,000,000 shares
authorized; 24,889,338 shares issued and outstanding;
28,889,338 shares issued and outstanding as
adjusted(2)............................................ 249 289
Additional paid-in capital................................ 63,637 139,124
Retained earnings......................................... 15,081 15,081
Stock subscription receivables............................ (1) (1)
Reacquired stock at cost: 676,748 shares.................. (925) (925)
------- --------
Total shareholders' equity........................ 78,041 153,568
------- --------
Total capitalization.............................. $79,677 $155,204
======= ========
</TABLE>

- ---------------

(1) Subsequent to June 30, 1997, the Company used $39.9 million of cash to fund
two acquisitions. See "Business -- Recent Acquisitions."
(2) Does not include 3,560,212 shares of Common Stock subject to outstanding
options under the Company's incentive and nonqualified stock option plans.

12
<PAGE> 13

SELECTED CONSOLIDATED FINANCIAL DATA

The following table contains certain selected consolidated financial data
that should be read in conjunction with the Consolidated Financial Statements
and Notes thereto incorporated herein by reference. The balance sheet data as of
December 31, 1993, 1994, 1995 and 1996, and the operating statement data for
each of the years ended December 31, 1992, 1993, 1994 and 1995, are derived from
the audited Consolidated Financial Statements of the Company. The balance sheet
data as of December 31, 1992 and the operating statement data for the six months
ended June 30, 1996 and 1997, have been derived from the unaudited Consolidated
Financial Statements of the Company, which have been prepared on the same basis
as the audited Consolidated Financial Statements, and, in the opinion of
management, include all adjustments that are necessary for a fair statement of
the results for such periods.

The data presented below is qualified by, and should be read in conjunction
with, the Consolidated Financial Statements and Notes thereto and other
financial information incorporated herein by reference, and with "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
appearing elsewhere in this Prospectus. This information has been adjusted to
reflect a two-for-one stock split in the form of a 100% stock dividend to
shareholders, which was reflected on the Nasdaq National Market on October 17,
1997.

<TABLE>
<CAPTION>
SIX MONTHS
YEARS ENDED DECEMBER 31, ENDED JUNE 30,
----------------------------------------------- -----------------
1992 1993 1994 1995 1996 1996 1997
------- ------- ------- ------- ------- ------- -------
(IN THOUSANDS, EXCEPT FOR PER SHARE AND OTHER DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net service revenues........................... $31,250 $40,346 $40,789 $45,655 $94,210 $38,355 $74,592
Direct cost of services........................ 19,832 26,126 24,851 25,460 53,839 21,748 44,581
------- ------- ------- ------- ------- ------- -------
Gross profit............................. 11,418 14,220 15,938 20,195 40,371 16,607 30,011
Selling, general and administrative expenses... 9,690 12,775 15,009 15,232 30,348 12,455 22,387
Depreciation and amortization expense.......... 302 298 248 512 1,762 775 1,286
Combination expenses........................... -- -- 2,251 -- -- -- --
Other (income) expense, net(1)................. 335 34 (1,157) (570) (1,685) (463) (1,063)
------- ------- ------- ------- ------- ------- -------
Income (loss) before taxes and minority
interest..................................... 1,091 1,113 (413) 5,021 9,946 3,840 7,401
Provision (benefit) for taxes.................. 330 448 186 2,008 3,965 1,527 2,895
------- ------- ------- ------- ------- ------- -------
Income (loss) before minority interest......... 761 665 (599) 3,013 5,981 2,313 4,506
Minority interest in subsidiary income......... 47 15 -- -- -- -- --
------- ------- ------- ------- ------- ------- -------
Net income (loss)(1)........................... $ 714 $ 650 $ (599) $ 3,013 $ 5,981 $ 2,313 $ 4,506
======= ======= ======= ======= ======= ======= =======
Net income (loss) per share(2)................. $ 0.05 $ 0.05 $ (0.04) $ 0.18 $ 0.25 $ 0.11 $ 0.18
======= ======= ======= ======= ======= ======= =======
Weighted average shares outstanding............ 13,176 13,237 14,078 16,976 23,560 21,644 25,582
OTHER DATA:
Number of markets at period end:
Company...................................... 8 7 6 9 13 13 14
Franchised/licensed.......................... 23 19 15 7 2 4 0
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
----------------------------------------------- -----------------
1992 1993 1994 1995 1996 1996 1997
------- ------- ------- ------- ------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital*............................... $ 2,074 $ 2,579 $ 2,093 $13,895 $54,220 $52,462 $49,526
Total assets................................... 5,908 6,135 6,984 20,952 77,559 73,609 93,411
Total long-term debt........................... 314 92 24 500 0 575 2,527
Shareholders' equity........................... 2,489 3,074 2,435 16,924 71,284 67,120 78,041
</TABLE>

- ---------------

* Subsequent to June 30, 1997, the Company used $39.9 million of cash to fund
two acquisitions. See "Business -- Recent Acquisitions."
(1) Net income (loss) for the years ended December 31, 1994, 1995 and 1996, and
the six months ended June 30, 1996 and 1997, includes franchise termination
income (net of tax) of $336,000, $261,000, $208,000, $157,000, and $100,000
respectively.
(2) Net income (loss) per share for the years ended December 31, 1994, 1995 and
1996, and the six months ended June 30, 1996 and 1997, includes franchise
termination income (net of tax) per share of $0.02, $0.01, $0.01, $0.01 and
$0.00, respectively.

13
<PAGE> 14

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Company's
Consolidated Financial Statements and Notes thereto incorporated by reference
herein.

OVERVIEW

Romac is a provider of specialty staffing services in 16 markets in the
United States. The Company recognizes that it has two distinct and unique
customers: organizations and the knowledgeable people who make them successful.
The Company recently changed the manner in which it classifies its service
offerings in order to better serve the specialty needs of its customers. Prior
to this change, the Company's service offerings were organized into three
divisions: Professional Temporary, Contract Services and Search Services, which
reflected the time duration of the assignments in each division. In order to
align itself more closely with the organizational structure and skills of its
customers, the Company now organizes its service offerings by the following
functions: Information Technology, Finance and Accounting, Human Resources and
Operating Specialties.

Revenue Recognition

Net service revenues consist of sales, net of credits and discounts. The
Company recognizes flexible revenue based on hours worked by assigned personnel
on a weekly basis. Search fees are recognized in contingency search engagements
upon the successful completion of the assignment. In retained search engagements
the initial retainer is recognized upon execution of the agreement, with the
balance recognized on completion of the search. Franchise fees were determined
based upon a contractual percentage of the revenue billed by franchisees. Costs
relating to the support of franchised operations were included in the Company's
selling, general and administrative expenses. The last remaining franchisee and
licensee was terminated at the end of the second quarter of 1997. The Company
was the legal employer of temporary and contract personnel under its licensing
arrangements, and accordingly includes revenues and related direct costs of
licensed offices in its net service revenues and direct cost of services,
respectively. Commissions paid to licensees were based upon a percentage of the
gross profit generated, and was included in the Company's direct cost of
services.

Gross Profit

Gross profit for Professional Temporary and Contract Services is determined
by deducting the direct cost of services (temporary and contract personnel
payroll wages, payroll taxes, payroll-related insurance, and licensee
commissions) from net service revenues. Consistent with industry practices,
Search Services classifies all costs as selling, general and administrative.

RESULTS OF OPERATIONS

The following table sets forth, as a percentage of net service revenues,
certain items in the Company's consolidated statement of income for the
indicated periods:

<TABLE>
<CAPTION>
SIX MONTHS
YEARS ENDED DECEMBER 31, ENDED JUNE 30,
-------------------------- --------------
1994 1995 1996 1996 1997
------ ------ ------ ----- -----
<S> <C> <C> <C> <C> <C>
Professional Temporary..................... 60.0% 52.5% 39.3% 40.9% 32.7%
Contract Services.......................... 20.1 26.0 40.9 38.5 51.0
----- ----- ----- ----- -----
Total flexible billings.......... 80.1 78.5 80.2 79.4 83.7
Search Services............................ 19.9 21.5 19.8 20.6 16.3
----- ----- ----- ----- -----
Net service revenues............. 100.0 100.0 100.0 100.0 100.0
Gross profit............................... 39.1 44.2 42.9 43.3 40.2
Selling, general and administrative
expenses................................. 36.8 33.4 32.2 32.5 30.0
Income (loss) before taxes................. (1.0) 11.0 10.6 10.0 9.9
Net income (loss).......................... (1.5) 6.6 6.3 6.0 6.0
</TABLE>

14
<PAGE> 15

SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1996

Net Service Revenues. Net service revenues increased 94.3% to $74.6
million for the six month period ending June 30, 1997 as compared to $38.4
million for the same period in 1996. This increase was comprised of a $32.0
million increase in flexible billings (Professional Temporary and Contract
Services revenues combined) and a $4.2 million increase in Search Services for
the six month period ending June 30, 1997, as described below.

Professional Temporary revenues increased 55.4% to $24.4 million for the
six month period ending June 30, 1997 as compared to $15.7 million for the same
period in 1996. This increase resulted primarily from an increase in the number
of hours billed during the six month period ending June 30, 1997 as compared to
the same period in 1996. Additionally, the average hourly bill rate for the six
month period ending June 30, 1997 increased 14.8% over the prior year due to a
continued demand for the Company's knowledge workers and the Company's ability
to pass on increased wage costs of its knowledge workers to its customers.

Contract Services revenues increased 156.8% to $38.0 million for the six
month period ending June 30, 1997 as compared to $14.8 million for the same
period in 1996. This increase resulted from an increase in the number of hours
billed during the six month period ending June 30, 1997 as compared to the same
period in 1996. Additionally, the average hourly bill rate for Company-owned
operations increased 13.9% for the six month period ending June 30, 1997 due to
the continued penetration into existing markets where hourly bill rates are
higher such as Boston and San Francisco, as well as the increased expansion of
the Company's ETD which concentrates on placing knowledge workers in highly
skilled technologies with the greatest demand.

Search Services increased 53.1% to $12.1 million for the six month period
ending June 30, 1997 as compared to $7.9 million for the same period in 1996.
The increase resulted primarily from an increase in the number of search sales
consultants, which increased the number of placements made during the six month
period ending June 30, 1997 as compared to the same period in 1996. The average
fee for each placement made during the periods remained relatively constant.

Franchisee and licensee revenues, which are included in the aforementioned
revenues, decreased 58.3% to approximately $793,000 for the six month period
ending June 30, 1997 from approximately $1.9 million for the same period in
1996. The decrease was primarily due to the effects of discontinued franchisee
and licensee operations in Minneapolis, St. Louis, and Portland during 1996, the
acquisition of the San Francisco franchisee in June 1996 and the discontinuance
of franchisee and licensee operations in Raleigh on March 31, 1997.

The Company has recently begun to report net service revenues based upon
the four functional areas of services offered by the Company. For the six month
period ending June 30, 1997, the net service revenues breakdown for Information
Technology, Finance & Accounting, Human Resources and Operating Specialties was
$34.4 million, $31.0 million, $5.8 million and $3.3 million, respectively, as
compared to $15.7 million, $19.1 million, $2.3 million and $1.3 million,
respectively, for the same period in 1996.

Gross Profit. Gross profit increased 80.7% to $30.0 million for the six
month period ending June 30, 1997 as compared to $16.6 million for the same
period in 1996. Gross profit as a percentage of net service revenues decreased
to 40.2% for the six month period ending June 30, 1997 as compared to 43.2% for
the same period in 1996. This decrease was a result of the continuing change in
the Company's business mix whereby revenues from flexible billings,
traditionally with lower gross margins than Search Services revenues, increased
to 83.6% of the Company's total revenues for the six month period ending June
30, 1997 as compared to 79.4% for the same period in 1996.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased 79.2% to $22.4 million for the six month
period ending June 30, 1997 as compared to $12.5 million for the same period in
1996. Selling, general and administrative expenses as a percentage of net
service revenues decreased to 30.0% for the six month period ending June 30,
1997 compared to 32.6% in 1996. This decrease in selling, general and
administrative expenses as a percentage of net service revenues resulted from
greater operating efficiencies and economies of scale gained from a larger
revenue base.

15
<PAGE> 16

Depreciation and Amortization Expenses. Depreciation and amortization
expenses increased 67.7% to approximately $1.3 million for the six month period
ending June 30, 1997 as compared to approximately $775,000 for the same period
in 1996. Depreciation and amortization expenses as a percentage of net service
revenues decreased to 1.7% for the six month period ending June 30, 1997 as
compared to 2.0% for the same period in 1996. This decrease as a percentage of
net service revenues was due to a change in accounting estimate of the
amortization period of goodwill related to certain acquisitions from 15 to 30
years during the six month period which reduced amortization expense by
approximately $160,000. This decrease was partially offset by increased
depreciation of approximately $114,000 on computer equipment for new locations
and additional employees.

Other (Income) Expense. Other (income) expense increased 138.1% to
approximately $1.1 million of income for the six month period ending June 30,
1997 as compared to approximately $462,000 of income for the same period in
1996. This increase was primarily due to interest earned by the Company on the
investment of the proceeds from its May 1996 Common Stock offering.

Income Before Taxes. Income before taxes increased 94.7% to $7.4 million
for the six month period ending June 30, 1997 as compared to $3.8 million for
the same period in 1996, primarily as a result of the above factors.

Provision for Income Taxes. Provision for income taxes increased 93.3% to
$2.9 million for the six month period ending June 30, 1997 as compared to $1.5
million for the same period in 1996. The effective tax rate was 39.1% for the
six month period ending June 30, 1997 as compared to 40.0% for the same period
in 1996.

Net Income. Net income increased 95.7% to $4.5 million for the six month
period ending June 30, 1997 as compared to $2.3 million for the same period in
1996, primarily as a result of the above factors.

1996 COMPARED TO 1995

Net Service Revenues. Net service revenues increased approximately 106.1%
to $94.2 million in 1996 from $45.7 million in 1995. The increase in net service
revenues was partially offset by an approximate $1.5 million decrease in net
service revenues from franchisee and licensee operations for 1996 as compared to
1995, as several franchisee and licensee operations were discontinued during
1996.

Professional Temporary revenues increased approximately 54.2% to $37.0
million in 1996 from $24.0 million in 1995. This increase in revenues was
primarily a result of a $8.6 million increase in revenues from existing
Company-owned operations and a $4.4 million increase in revenues attributable to
acquired operations. The increase attributable to Company-owned operations
resulted primarily from an increase in the number of hours billed by
Company-owned operations during 1996 as compared to 1995, as well as from an
increase in the average hourly bill rate for 1996 to approximately $18 per hour
as compared to approximately $17 per hour in 1995.

Contract Services revenues increased approximately 223.5% to $38.5 million
in 1996 from $11.9 million in 1995. This increase in revenues was a result of a
$16.7 million increase in revenues from existing Company-owned operations and a
$9.9 million increase in revenues attributable to acquired operations. The
increase attributable to Company-owned operations resulted from an increase in
the number of hours billed during 1996 as compared to 1995, as well as from an
increase in the average hourly bill rate for 1996 to approximately $52 per hour
as compared to approximately $44 per hour in 1995.

Search Services revenues increased approximately 90.8% to $18.7 million in
1996 from $9.8 million in 1995. This increase in revenues was a result of a $4.3
million increase in revenues from existing Company-owned operations and a $4.6
million increase in revenues attributable to acquired operations. The increase
in Company-owned operations resulted primarily from an increase in the number of
search sales consultants, which increased the number of search placements made
during 1996 as compared to 1995. The average placement fee for the Search
Services remained relatively constant during the periods involved.

16
<PAGE> 17

Franchise and license revenues, which are included in the aforementioned
Professional Temporary and Contract Services revenues, decreased approximately
31.9% to $3.2 million in 1996 from $4.7 million in 1995. The decrease was
primarily due to the effects of discontinued franchisee and licensee operations
during 1996.

Gross Profit. Gross profit increased approximately 100.0% to $40.4 million
in 1996 from $20.2 million in 1995. Gross profit as a percentage of net service
revenues decreased to 42.9% in 1996 from 44.2% in 1995. This decrease in gross
profit margin as a percentage of net service revenues was a result of the
continuing changes in the Company's business mix whereby revenues from flexible
billings, traditionally with lower gross margins than Search Services, increased
to 80.1% of the Company's net service revenues for 1996 as compared to 78.6% for
1995.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased approximately 99.3% to $30.3 million in 1996
from $15.2 million in 1995. Selling, general and administrative expenses as a
percentage of net service revenues decreased to 32.2% in 1996 from 33.3% in
1995. This decrease in selling, general and administrative expenses as a
percentage of net service revenues resulted from greater operating efficiencies
and economies of scale gained from a larger revenue base.

Depreciation and Amortization Expenses. Depreciation and amortization
expenses increased approximately 260.0% to $1.8 million in 1996 from $500,000 in
1995, primarily because the Company incurred a full year of depreciation expense
on approximately $1.2 million of new computer and telephone equipment that was
purchased during 1995, began depreciating approximately $1.3 million of computer
and telephone equipment and approximately $700,000 of furniture and fixtures
acquired in 1996, and incurred additional amortization expense in 1996 related
to goodwill recorded as a result of asset acquisitions made by the Company
during 1996.

Other (Income) Expense. Other (income) expense increased by approximately
198.2% to $1.7 million of income in 1996 from approximately $570,000 of income
in 1995. This increase was primarily due to interest earned by the Company on
the investment of the proceeds from its May 1996 Common Stock offering and
expenses relating to capital lease obligations entered into in 1995 declined in
1996. This increase was partially offset by a decrease in franchisee termination
income received by the Company during the periods involved, as $346,189 was
received in 1996 as compared to $435,000 in 1995.

Income Before Taxes. Income before taxes increased 98.0% to $9.9 million
in 1996 from $5.0 million in 1995, primarily as a result of the above factors.

Provision for Income Taxes. Provision for income taxes increased
approximately 100% to $4.0 million in 1996 as compared to $2.0 million in 1995.
The effective income tax rate was constant at approximately 40.0% for both
periods.

Net Income. Net income increased approximately 100% to $6.0 million in
1996 as compared to $3.0 million in 1995, primarily as a result of the above
factors.

1995 COMPARED TO 1994

Net Service Revenues. Net service revenues increased approximately 12.0%
to $45.7 million in 1995 from $40.8 million in 1994. The increase in net service
revenues was partially offset by an approximate $3.9 million decrease in net
service revenues from franchisee and licensee operations for 1995 as compared to
1994, as several franchisee and licensee operations were discontinued at the end
of 1994.

Professional Temporary revenues decreased approximately 2.0% to $24.0
million in 1995 from $24.5 million in 1994. This decrease was primarily the
result of an approximate $3.7 million decrease in Professional Temporary
revenues from franchisee and licensee operations for 1995 as compared to 1994,
as several Professional Temporary franchisee and licensee operations were
discontinued at the end of 1994. This

17
<PAGE> 18

decrease in revenues was attributable to a decrease in the number of
Professional Temporary hours billed in 1995 as compared to 1994.

Contract Services revenues increased approximately 45.1% to $11.9 million
in 1995 from $8.2 million in 1994. This increase in revenues was attributable to
an increase in the number of Contract Services hours billed in 1995 as compared
to 1994.

Search Services increased approximately 21.0% to $9.8 million in 1995 from
$8.1 million in 1994. This increase was primarily attributable to an increase in
search sales consultants and an improved economic environment which increased
the number of search placements made in 1995 as compared to 1994.

Franchise and license revenues, which are included in the aforementioned
revenues, decreased approximately 45.3% to $4.7 million in 1995 from $8.6
million in 1994. The decrease was primarily attributable to the termination of
four franchisee and licensee arrangements during the later part of 1994, offset
in part by the growth in existing service lines of continuing licensed
operations.

After taking into account the decreases in net service revenues
attributable to discontinued franchisee and licensee operations, the net service
revenue comparisons reflected a continued improvement in the demand for the
Company's specialized staffing services. The average hourly bill rate for
Professional Temporary and Contract Services and the placement fee average for
Search Services remained relatively constant for all the periods involved. The
Company opened three new Company-owned locations during 1995: Dallas in
February; Philadelphia in March; and Houston in November.

Gross Profit. Gross profit increased approximately 27.0% to $20.2 million
in 1995 from $15.9 million in 1994. Gross margin increased to 44.2% in 1995 from
39.0% in 1994. The increase in gross margin resulted from the combined effects
of the decrease in franchisee and licensee revenues at lower margins and the
increase in Search Services at higher margins.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased approximately 1.3% to $15.2 million in 1995
from $15.0 million in 1994. Selling, general and administrative expenses as a
percentage of net service revenues decreased to 33.3% in 1995 from 36.8% in
1994. This decrease in selling, general and administrative expenses as a
percentage of net service revenues resulted from greater operating efficiencies
and economies of scale gained from a larger revenue base, along with expense
savings arising from the 1994 Combination.

Combination Expenses. The Company did not incur any combination expenses
in 1995 as compared to approximately $2.3 million of advisory services,
severance costs and other expenses related to the 1994 Combination that were
incurred in 1994.

Other (Income) Expense. Other income decreased by approximately 52.5% to
$570,000 in 1995 from approximately $1.2 million in 1994 due to a decrease in
franchisee termination income received by the Company during the periods
involved, as $435,000 was recorded in 1995 as compared to $560,000 in 1994. In
addition, the Company received $500,000 in proceeds from a life insurance policy
on a deceased Company employee in 1994.

Income (Loss) Before Taxes. Income before taxes increased to $5.0 million
in 1995 from a loss of $413,000 in 1994, primarily as a result of the above
factors.

Provision for Taxes. Provision for taxes increased 974.3% to $2.0 million
in 1995 or 40.0% of income before income taxes as compared to $186,165 for 1994.
Although the Company had an operating loss for financial reporting purposes in
1994, it had income tax expenses of $186,165, primarily due to non-deductible
advisory fees related to the 1994 Combination.

Net Income (Loss). Net income was $3.0 million in 1995 compared to a loss
of $599,000 in 1994, primarily as a result of the above factors.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 1997, the Company's sources of liquidity included $30.4
million in cash and cash equivalents, $3.9 million in short-term investments and
$15.3 million in additional net working capital. The

18
<PAGE> 19

Company used $39.9 million of cash to fund two acquisitions consummated
subsequent to June 30, 1997. As of September 30, 1997, $6.0 million was
outstanding under the Line of Credit, while $24.0 million was available for
borrowing. See "Business -- Recent Acquisitions". The Company intends to use a
portion of the net proceeds from the Offering for the repayment of indebtedness
outstanding under the Line of Credit, which expires on March 31, 2000, and, as
of September 30, 1997, accrues interest at a rate of 6.42%.

During the first six months of 1997, cash flow provided by operations was
$2.7 million, resulting primarily from net income, non-cash expenses
(depreciation and amortization) and increases in operating payroll liabilities,
partially offset by an increase in accounts receivable. The increase in accounts
receivable reflects the increased volume of business during the first nine
months of 1997 from Company-owned locations and the initial funding of the
accounts receivable base in acquired operations.

During the first six months of 1997, cash flow used in investing activities
was $15.7 million, resulting primarily from the Company's use of $11.5 million
in cash for acquisitions.

The Company has entered into a letter of intent, dated September 18, 1997
regarding the possible purchase of substantially all of the assets of a company
engaged in the business of providing information technology contract services.
The purchase price is expected to be approximately $3.3 million. The Company is
in the process of completing its due diligence and negotiating a definitive
acquisition agreement. Accordingly, there can be no assurance that this possible
acquisition will be consummated. See "Business -- Recent Acquisitions."

The Company believes that cash flow from operations and borrowings under
the Company's Line of Credit, or other credit facilities that may become
available to the Company in the future, will be adequate to meet the working
capital requirements of the Company's current operations for at least the next
12 months. The Company's estimate of the period of time the proceeds of this
Offering will fund its working capital requirements is a forward-looking
statement that is subject to risks and uncertainties. Actual results could
differ from those indicated as a result of a number of factors, including the
use of such proceeds to fund possible acquisitions. See "Use of Proceeds."

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Earnings Per Share. In February 1997, the Financial Accounting Standards
Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No.
128, "Earnings per Share," which established a new accounting principle for the
calculation of earnings per share. The new pronouncement is effective for
accounting periods ending after December 15, 1997 and earlier application is not
permitted. Upon adoption, all prior period earnings per share data presented
shall be restated to conform to this Statement. Adoption of this standard is not
expected to have a material impact on amounts previously reported as earnings
per share. Although the Company is unable to determine the impact of this
standard on future periods, such impact may materially effect the Company's
earnings per share.

Reporting Comprehensive Income. In June 1997, the FASB issued SFAS No.
130, "Reporting Comprehensive Income," which will require the Company to
disclose, in financial statement format, all non-owner changes in equity. Such
changes include cumulative foreign currency translation adjustments and certain
minimum pension liabilities. SFAS No. 130 is effective for fiscal years
beginning after December 15, 1997 and requires presentation of prior period
financial statements for comparability purposes. The Company expects to adopt
this standard during the year ended December 31, 1998. The adoption of this
standard is not expected to have a material impact on disclosure in the
Company's financial statements.

Disclosures About Segments of an Enterprise and Related Information. In
June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information," which establishes standards for reporting
information about operating segments in annual financial statements and interim
financial reports. It also establishes standards for related disclosures about
products and services, geographic areas and major customers. SFAS No. 131 is
effective for fiscal years beginning after December 15, 1997 and requires
presentation of prior period financial statements for comparability purposes.
The Company is currently evaluating its required disclosures under SFAS No. 131
and expects to adopt this standard during the year ended December 31, 1998.

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<PAGE> 20

BUSINESS

GENERAL

RECENT ACQUISITIONS

In the past two years, the Company has completed a number of acquisitions,
including two acquisitions in September 1997. On September 5, 1997, the Company
acquired all of the outstanding shares of capital stock of Uni* Quality
Solutions, Inc., d/b/a UQ Solutions, Inc., ("UQ") for $19.6 million, before
consideration of earnouts. UQ's primary office is located in Naperville,
Illinois (suburban Chicago). UQ provides professional information technology
personnel on a contract basis and had revenues for the year ended December 31,
1996 and the six months ended June 30, 1997 of approximately $12.4 million and
$9.7 million, respectively. On September 29, 1997, the Company acquired
substantially all of the assets of Sequent for $20.3 million, before
consideration of earnouts. Sequent has offices located in San Jose and Orange
County, California, and provides information technology software engineering
professionals on a contract basis to companies in the high-technology industries
located primarily in California. Sequent had revenues for the year ended
December 31, 1996 and the six months ended June 30, 1997 of approximately $15.9
million and $10.1 million, respectively.

The Company has entered into a letter of intent dated September 18, 1997
for the purchase of substantially all of the assets of a company engaged in the
business of providing information technology contract services, for a purchase
price of approximately $3.3 million. This acquisition candidate had revenues for
the year ended December 31, 1996 and the six months ended June 30, 1997 of
approximately $3.9 million and $2.4 million, respectively. This acquisition
candidate is located in the western United States and if consummated, will
enable the Company to enter into a new metropolitan market. The Company is in
the process of completing its due diligence and negotiating a definitive
acquisition agreement. Accordingly, there can be no assurance that this
acquisition will be consummated.

INDUSTRY OVERVIEW

The temporary employment service industry has experienced significant
growth in response to the changing work environment in the United States.
Fundamental changes in the employer-employee relationship continue to occur,
with employers developing increasingly stringent criteria for permanent
employees, while moving toward project-oriented temporary and contract hiring.
This trend has been advanced by increasing automation that has resulted in
shorter technological cycles and by global competitive pressures. Many employers
have responded to these challenges by turning to temporary and contract
personnel to keep personnel costs variable, to achieve maximum flexibility, to
outsource highly specialized skills and to avoid the negative effects of
layoffs.

Rapidly changing regulations concerning employee benefits, health
insurance, retirement plans, and the highly competitive business climate have
also prompted many employers to take advantage of the flexibility offered
through temporary and contract staffing. Additionally, Internal Revenue Service
and Department of Labor regulations concerning the classification of employees
and independent contractors have significantly increased demand by prompting
many independent contractors to affiliate with employers like the Company.

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<PAGE> 21

The temporary staffing industry has grown rapidly in recent years as
companies have utilized temporary employees to manage personnel costs, while
meeting specialized or fluctuating staffing requirements. According to the
Staffing Industry Report, the United States temporary staffing industry grew
from approximately $20.4 billion in revenue in 1991 to approximately $47.1
billion in revenue in 1996, a compound annual growth rate of 18.2%. One of the
fastest growing sectors for the Company, as well as the industry, is information
technology services. Revenue for this sector in 1996 is estimated to have been
$11.7 billion, a 27.2% increase over 1995. The Company believes that
professional and technical staffing within the temporary staffing industry
requires longer-term, more highly-skilled personnel services and offers the
opportunity for higher profitability than the clerical and light industrial
staffing segments, because of the value-added nature of professional and
technical staffing personnel. The National Association of Temporary and Staffing
Services has estimated that more than 90.0% of all U.S. businesses utilize
temporary staffing services.

BUSINESS STRATEGY

The Company's objective is to be a nationally recognized leader in
providing its specialty staffing services. The key elements of the Company's
business strategy in seeking to achieve this objective include:

Implement the KnowledgeForce Strategy. As the staffing industry
continues to evolve in today's economy, its impact on organizations and
their ability to attract and secure intellectual capital has been enormous.
The Company believes, and government statistics support, that the demand
for and the supply of intellectual capital is moving away from a permanent
employment status towards an increasingly fluid and flexible employment
relationship through temporary and contract staffing. The Company believes
that the intellectual capital of today, and even more so in the future,
will be concentrated in highly skilled individuals whom the Company
collectively refers to as the "KnowledgeForce." In response to its beliefs,
the Company has implemented a strategy to become known as the
"KnowledgeForce Resource" in each market it serves.

Focus on Value-Added Services. The Company focuses exclusively on
providing value-added specialty staffing services to its clients. The
Company believes that providing these specialty services to its clients
offers greater profitability than the clerical and light industrial sectors
of the temporary staffing industry. In addition, the Company believes,
based upon data published by the U.S. Bureau of Labor Statistics and other
sources, that employment growth will be greater in the Company's sectors
than in the traditional clerical and light industrial sectors. The
placement of highly skilled personnel requires a distinct operational
knowledge to effectively recruit and screen candidates, match them to
client needs, and develop and manage the resulting relationships. The
Company believes its historical focus in this market and its name
recognition, combined with management's operating expertise, provide it
with a competitive advantage.

Build Long-Term, Consultative Relationships. The Company has
developed long-term relationships with its clients by providing integrated
solutions to their specialty staffing requirements. The Company strives to
differentiate itself by working closely with its clients to maximize their
return on human assets. In addition, the Company's ability to offer a broad
range of temporary and contract personnel services coupled with its
permanent placement capability, offers the client a single-source provider
of specialty staffing services. This ability enables the Company to
emphasize consultative rather than transactional client relationships.

Implement Carve-Out Strategy. The Company has begun implementation of
its carve-out marketing strategy, which encourages large contractors of
staffing services to carve-out the professional and technical sectors of
staffing contracts and award such business to specialty staffing services
providers instead of large generalist staffing firms. As a result of this
strategy, the Company has signed several contracts with major national
corporations for certain of the Company's services. Management believes
there is substantial opportunity for growth through the continued
implementation of this strategy.

Achieve Extensive Client Penetration. The Company's client
development process focuses on repeated contacts with client personnel
responsible for staffing decisions. Contacts are made within numerous
functional departments and at many different organizational levels within
the client. The

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<PAGE> 22

Company's operating employees are trained to develop a thorough
understanding of each client's total staffing requirements. In addition,
although the Company is organized functionally, its employees are trained
and incentivized to recognize cross-selling opportunities for all of the
Company's other services.

Leverage Proprietary Technology. The Company utilizes proprietary
technologies and processes in the staffing, marketing, and management of
its operations. The Company's Professional Recruiters Operating System
("PROS") provides operating employees with a systematic approach to
identifying, monitoring, and serving the needs of the Company's customers
(clients and candidates). Once operating employees obtain information
regarding a customer, the data is entered into the Company's integrated
operating system and is coded for future action. Operating employees are
then prompted by means of an automated planner to contact the customer
periodically to monitor and service the needs that have been identified.
The Company's emphasis on the utilization of technology has resulted in the
delivery of higher quality service, greater operating efficiency, and
increased employee productivity. See "Business -- Professional Recruiters
Operating System."

Recruit and Retain High-Quality Professionals. The Company places
great emphasis on recruiting qualified temporary, contract, and permanent
placement candidates. Each candidate is screened by an operating employee
with a compatible technical background to determine qualifications and to
match them with client needs. The Company believes it has a recruiting
advantage over those of its competitors that lack the ability to offer
candidates temporary, contract and permanent opportunities, as well as
assignments in candidates' specialties. In order to increase its
competitive advantage in recruiting high-quality professionals, the Company
utilizes a stock option plan whereby selected contract services candidates
will receive options to purchase the Company's shares.

Encourage Operating Employee Achievement. The Company's management
promotes a quality-focused, results-oriented culture. Operating employees
are selected based on their willingness to assume responsibility and
promote the Company's philosophy. All operating employees are given
numerous incentives to encourage the achievement of corporate goals. The
Company fosters a team-oriented and high energy environment, celebrates the
successes of its employees, and attempts to create a "spirited" work
environment.

GROWTH STRATEGY

The Company's growth strategy is to expand its services in existing markets
where it does not offer its full range of services, and to enter new markets.
The key elements of the Company's growth strategy are as follows:

Introduce Functional Service Offerings to Existing Markets. The
Company currently offers four areas of functional services and only two of
the Company's 16 markets offers the full range of services. As a result,
the Company believes that a substantial opportunity exists to increase the
number of service offerings within its existing markets. The Company
intends to offer its recently expanded full range of functional services
into each of its existing locations.

Open New Locations. The Company continually evaluates potential
geographic expansion into new metropolitan areas. To facilitate new market
entry, the Company plans to transfer or recruit experienced personnel for
positions in new locations as they are opened. The Company also seeks to
leverage its national accounts to facilitate its entry into new markets.
Since February 1995, the Company has opened offices in Dallas, Houston,
Minneapolis, Philadelphia, Pittsburgh and Washington, D.C.

Leverage Existing Client Relationships and Develop New Clients. The
Company continually identifies additional growth opportunities within
existing and new clients as a result of the interrelationships among its
service offerings. The Company has established goals for cross-selling and
has trained and incentivized its operating employees to actively sell the
Company's full range of services, in an effort to maximize its reach into
the marketplace.

Acquire Strategic Businesses. The Company intends to continue to
pursue the acquisition of complementary specialty staffing businesses. The
Company's preference is to acquire businesses in

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<PAGE> 23

markets in which the Company currently has a location or formerly
maintained a franchised or licensed location, although other markets will
also be explored. The Company's primary acquisition candidates are local or
regional specialty staffing firms with established client relationships in
markets targeted by the Company.

Expand Major and National Accounts Program. The Company will continue
to market its full range of services to existing and new clients in order
to position the Company as the preferred vendor for specialty staffing
services. The Company believes the major accounts program enables it to
further penetrate its clients by giving the Company greater access to key
staffing decision makers including the support of the client's purchasing
and procurement team. This increased access allows the Company to achieve
greater operating leverage through improved efficiencies in the marketing
process. The Company has successfully secured several national agreements
for technical and professional specialty staffing services. The Company
intends to aggressively pursue such agreements to facilitate geographic
expansion and existing market penetration.

Introduce New Services. The Company continually evaluates the
introduction of new services in an effort to meet customer demands. The
Company has introduced contract placement of pharmaceutical, health care,
and manufacturing services personnel to complement its existing search
capabilities in these areas. Additionally, the Company acquired an entity
that provides outplacement services and human resource contract and
outsourcing services. To enhance the technical capabilities and perceived
quality of the Company's Information Technology Contract Services, the
Company has formed ETD through which selected employees receive extensive
training in emerging information technologies and are assigned to client
environments for periods generally ranging from six months to two years.

FUNCTIONAL ORGANIZATION

In March 1997, the Company changed the manner in which it classifies its
service offerings in order to better serve the specialty needs of its customers.
Prior to this change, the Company's service offerings were organized into three
divisions: Professional Temporary, Contract Services and Search Services, which
reflected the time duration of the assignments in each division. In order to
align itself more closely with the organizational structure and skills of its
customers, the Company now organizes its service offerings by function.

The functional areas are defined as:

Information Technology. Computer and Data Processing Services heads
the Bureau of Labor Statistics' list of the fastest growing industries. The
shortage in technical expertise to operate the advanced systems that
businesses have acquired over the last decade is a major catalyst
contributing to the growth of this segment. The Company's Information
Technology workforce focuses on more sophisticated areas of information
technology (i.e., systems/applications programming, systems analysis, and
networking), where the shortage of personnel is the most acute.

The combination of a growing number of available software
applications, the increased complexity of such software applications, and
the short supply of qualified software expertise contributed to the
Company's decision to create ETD in 1995. ETD provides intensive classroom
and experience-based training to the Company's consultants and helps the
Company keep pace with the growing demand for its high-end services. The
Company believes the sophistication of these technologies, coupled with the
significant unmet demand, provide an attractive opportunity for the Company
to generate new, higher margin business, and to add value to its clients.
The Company's Information Technology services are currently offered in 13
of the Company's markets.

Finance and Accounting. In its markets, the Company believes it has
built a strong reputation for providing qualified finance and accounting
professionals to businesses. The Company believes this reputation
facilitates the Company's recruiting and placement efforts. The Company's
Finance & Accounting professionals specialize in areas such as corporate
taxation, budget preparation and analysis, financial reporting, cost
analysis, and audit services. To augment its traditional Flexible Staffing
Services

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<PAGE> 24

and Search Services, the Company recently introduced Romac Executive
Solutions, which provides chief financial officers, controllers and other
high-level financial professionals on a contract basis for assignment
lengths generally ranging from three to six months. The Company's Finance
and Accounting services are currently offered in 14 of the Company's
markets.

Human Resources. With increasing employment regulations, the
administrative burden on employers is becoming more complex and more
time-consuming than ever before and consequently are increasingly being
outsourced. The Company's Human Resources professionals specialize in the
areas of recruiting, benefits administration, labor relations, workers
compensation, training and retirement plans. In addition, the Company
provides human resources outplacement, outsourcing and consulting services.
The Company's Human Resources services are currently offered in three of
the Company's markets.

Operating Specialties. This segment consists of revenues generated by
the placement of professionals skilled in the pharmaceutical,
manufacturing, health care, life insurance, investment and banking
industries. Positions that would be classified in these categories include:
research and regulatory personnel for pharmaceutical clients, quality
engineers for manufacturing clients, hospital administrators for health
care clients and lenders for banking clients. The Company's Operating
Specialties services are currently offered in three of the Company's
markets.

Once the functional challenges of the client have been identified, the
Company can then consult with the client to determine its staffing and time
duration requirements. The Company offers its staffing services in one of two
categories: Flexible Staffing Services or Search Services.

FLEXIBLE STAFFING SERVICES

Flexible Staffing services are offered by the Company to provide personnel
in the fields of information technology, finance and accounting, human resources
and operating specialties. The Company currently offers flexible staffing
services in 16 metropolitan markets. The two primary service offerings within
Flexible Staffing are distinguished below:

Professional Temporary. Professional Temporary provides professional
temporary personnel in the fields of finance and accounting.

Professional Temporary offers clients a reliable and cost-effective
means of handling uneven or peak workloads caused by events such as
periodic financial reporting deadlines, tax deadlines, special projects,
systems conversions, and unplanned staffing fluctuations. Professional
Temporary meets such clients' needs with personnel who have an extensive
range of accounting and financial experience, including corporate taxation,
budget preparation and analysis, financial reporting, regulatory filings,
payroll preparation, cost analysis and audit services. Through the use of
the Company's services, clients are able to avoid the cost and
inconvenience of hiring and terminating permanent employees. Typically, the
duration of assignments in the Professional Temporary is six to twelve
weeks.

Candidates for Professional Temporary are obtained from Search
Services, referrals, and advertising in local newspapers and on the
Company's home page on the World-Wide Web. The Company believes it has a
competitive advantage in attracting candidates because of its ability to
provide assignments ranging from short term to permanent. Access by the
Professional Temporary to the Search Services' candidate pool provides a
candidate the opportunity to obtain permanent employment as a result of a
temporary assignment, earnings that may allow a candidate to be more
selective when evaluating permanent opportunities, and additional
experience that can enhance a candidate's skills and overall marketability.
Each candidate is screened by an operating employee with a compatible
background to determine his qualifications and to match these
qualifications with individual client needs. This screening includes an
in-depth interview, skill testing, reference checks, and, in some cases,
credit checks and additional background checks.

Professional Temporary targets Fortune 1000 companies and other large
organizations, with a primary focus on organizations determined to have the
potential need for the Company's full range of services. In order to
maximize its marketing effectiveness, the Company provides extensive
training to its

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<PAGE> 25

employees, which emphasizes the consulting nature of its business. The
Company's employees develop marketing plans composed of multiple visits,
frequent telemarketing activity, monthly mailings and other actions
supported through the use of the PROS and daily staff meetings. The Company
believes that these techniques and processes provide the opportunity to
expand its business within its clients' organizations, solidify client
relationships, and develop new clients. The Company recognizes that in some
cases Professional Temporary personnel will be offered permanent positions.
If a client requests that a temporary employee become a permanent employee,
the Company typically charges a "conversion" fee that is calculated as a
percentage of the candidate's initial annual compensation.

Contract Services. Contract Services provides personnel on a
contractual basis, which typically averages six to nine months in duration.
Contract Services has traditionally focused on providing information
systems personnel to assist clients whose needs range from mainframe
environments to single work stations. These consultants perform a wide
range of services, including software development, database design and
management, system administration, end-user training and acceptance,
network design and integration, information strategy development, business
and systems plans, and standardization of technology and business
procedures. The size and growth of the information services industry in
recent years have been driven largely by rapid technological advances.
These advances have included the availability of increased computing power
at lower costs and the emergence of new information systems capabilities.
As a result, the ability of businesses to benefit from the application of
computer technology has been greatly enhanced and has been accompanied by a
dramatic increase in the number of end users. At the same time, the
sophistication and complexity of the systems needed to serve these
businesses and to deliver the desired benefits have greatly increased.
Additionally, the need to contain costs has caused many businesses to
reduce the number of personnel resulting in increased dependence upon
information systems to support important functions and to improve
productivity.

The Company's base of skilled technical personnel is integral to its
success. Because technical needs are diverse and technology advances occur
frequently, technical talent is in high demand. As a result, Contract
Services focuses heavily on its recruiting efforts. In addition, the
Company focuses on training its Contract Services personnel in
sophisticated technology applications. For example, the Company has formed
ETD, which selects employees to receive extensive training in information
technologies and who are assigned to client environments for periods
generally ranging from six months to two years. The Company believes that
building a base of skilled technical personnel who are available for
assignment is as integral to its success as are its client relationships.

The March 1996 acquisition of Strategic Outsourcing, Inc., which was
renamed Romac-HR ("Romac-HR"), expanded the Company's Contract Services
functions to include human resource personnel. Romac-HR, which was founded
in 1989 in Boston, provides its clients with human resource personnel on a
contractual basis to assist in the development, implementation, and
maintenance of a wide variety of human resource processes. The Company
currently provides the human resource contract services function in the
Boston and Philadelphia markets. The Company plans to continue to introduce
the human resource contract services function into its existing markets.

The Company has expanded its Contract Services functions to include
manufacturing services, health care, and pharmaceutical personnel. Within
manufacturing services, the Company provides a wide range of quality
engineers and quality assurance personnel. Health care contract services
provides hospital administration and management personnel. Pharmaceutical
contract services provides pharmaceutical industry customers with research
and regulatory personnel. Currently, the Company services these other
functional areas on a national basis solely out of its Tampa office.

Company recruiters develop and maintain an active personnel inventory
designed to meet the needs of the Company's clients. To recruit qualified
personnel, the Company uses targeted telephone recruiting, obtains
referrals from its existing personnel and clients, and places newspaper
advertisements. The Search Services' recruiting efforts complement those of
Contract Services, and the Company believes that this combination
distinguishes it from its competitors. To foster loyalty and commitment
from its existing

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<PAGE> 26

personnel, the Company maintains frequent contact and offers competitive
wages, flexible schedules and exposure to a variety of working
environments.

Contract Services concentrates on marketing its services to Fortune
1000 companies and other businesses with information systems, manufacturing
services, human resources, health care, and pharmaceutical personnel
requirements. Sales personnel emphasize the Company's ability to provide
contract personnel who can perform a wide range of services within each of
these areas through consultative contacts with client end-users, personal
visits, mailings, and telemarketing efforts.

SEARCH SERVICES

The Company provides extensive search services for professional and
technical candidates. The professional skills offered by the Search Services are
in the areas of accounting and finance, information services, financial
services, pharmaceutical research, health care, human resources, insurance and
manufacturing.

The Company performs both contingency and retained searches. A contingency
search results in payment to the Company only when a candidate is actually hired
by a client. The Company's strategy is to perform contingency searches only for
skills the Company targets as its "core-businesses." Client searches that are
outside a core-business area typically are at a management or executive level
and require a targeted research and recruiting effort. The Company typically
performs these searches as retained searches where the client pays a part of the
search fee in advance and the remainder upon completion of the search. The
Company's fee is typically structured as a percentage of the placed candidate's
first-year annual compensation.

A database of placement candidates is maintained as the result of its
continuous recruiting efforts and reputation in the industry. In addition,
consultants locate many potential candidates as the result of referrals from the
Flexible Staffing Services activities.

The Company believes that it has developed a reputation for quality search
work and that it is recognized as a leader in its search specialties. To
minimize the risk of changes in skill demand, the Company's marketing plan
incorporates a continual review of client recruitment plans for future periods
to allow for rapid changes to "in-demand" skills. The quality of the
relationship with client personnel is a key component of the strategy, and the
Company seeks to use consultative relationships to obtain insight into emerging
growth areas. The clients targeted by the Search Services are typically the same
as those targeted by the Flexible Staffing Services. This common focus is
intended to contribute to the Company's objective of providing integrated
solutions to its clients' personnel needs.

The Company's search business is highly specialized. Certain skills, such
as finance and accounting, information systems and human resources, may be
served by local offices, while other, more highly specialized operating
specialties require a regional or national focus. The Company believes that a
trend toward greater selectivity in its clients' hiring processes has
contributed to an increased demand for its Search Services. This emphasis on
quality fits well with the Company's inventory of personnel. The Company expects
that the Search Services will continue to add operating specialties in the
majority of markets served.

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MARKETS

The Company serves 16 metropolitan markets with management of the
operations coordinated from its headquarters in Tampa. The Company's
headquarters provides its offices with administrative, marketing, accounting,
training, legal, and information systems support, particularly as it relates to
the standardization of the operating processes of its offices.

The following table lists the services offered by the Company in its 16
metropolitan markets.

<TABLE>
<CAPTION>
SERVICES OFFERED
-----------------------------------------------------
FINANCE YEAR
INFORMATION AND HUMAN OPERATING OPENED/
TECHNOLOGY ACCOUNTING RESOURCES SPECIALTIES ACQUIRED
----------- ---------- --------- ----------- --------
<S> <C> <C> <C> <C> <C>
Atlanta, GA.................. X X 1986
Boston, MA................... X X X X 1966
Chicago, IL.................. X X X X 1985
Dallas, TX................... X X 1995
Houston, TX.................. X X 1995
Louisville, KY............... X 1992
Miami/Ft. Lauderdale, FL..... X X 1982
Minneapolis, MN.............. X 1996
Orange County, CA............ X 1997
Orlando, FL.................. X X 1984
Philadelphia, PA............. X X X 1995
Pittsburgh, PA............... X 1996
San Francisco, CA............ X X 1989
San Jose, CA................. X X 1997
Tampa, FL.................... X X X 1980
Washington, DC............... X 1997
</TABLE>

PROFESSIONAL RECRUITERS OPERATING SYSTEM

The Company has developed a proprietary integrated system designed to
maximize productivity and to aid in the management of its business. PROS is
designed to be a comprehensive approach to the operation and management of a
specialty staffing firm. It comprises sophisticated and proprietary operating
and computer systems initially developed in 1982 and has been continually
enhanced. The system links each office location through the use of a dedicated
network to the Company's corporate headquarters.

Through the use of PROS, market information concerning target customers is
tracked and prioritized to focus marketing and development efforts. Readily
available management reports indicate the frequency and nature of contact with
the targeted customers to support marketing plans. By using these reports,
managers provide direction and support to operating employees to ensure that
customers are properly served. A manager, concerned with the status of a
particular assignment at any point, can examine the detailed status and degree
of coverage on each assignment. PROS offers both detailed and summary reports to
provide a continuous view of key factors related to customer development and
service and employee and personnel productivity.

In addition to customer service considerations, PROS enhances the
productivity and efficiency of the operating employees. One of the primary
problems facing operating employees is the effective and productive use of
information. PROS simplifies the information recording and retrieval problem and
enables operating employees in different functional and geographical areas to
share information and communicate more effectively.

Finally, PROS helps the Company manage information by passing data from the
operating divisions software to the accounting software. This approach increases
productivity, as data have a single point of entry and can be readily accessed
by all functional areas within the Company. The Company intends to continue to
enhance its systems capabilities to streamline processes in order to improve
customer servicing.

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COMPETITION

The specialty staffing services industry is very competitive and
fragmented. There are relatively limited barriers to entry and new competitors
frequently enter the market. A number of the Company's competitors possess
substantially greater resources than the Company. The Company faces substantial
competition from large national firms and local specialty staffing firms. The
local firms are typically operator-owned, and each market generally has one or
more significant competitors. The Company also faces competition from national
clerical and light industrial staffing firms and national and regional
accounting firms that also offer certain specialty staffing services.

The Company believes that the availability and quality of candidates, the
level of service, the effective monitoring of job performance, scope of
geographic service and the price of service are the principal elements of
competition. The Company believes that availability of quality candidates is an
especially important facet of competition. In order to attract temporary and
contract assignment candidates, the Company places emphasis upon its ability to
provide permanent placement opportunities, competitive compensation and
benefits, quality and varied assignments, and scheduling flexibility. Because
many temporary and contract assignment candidates pursue other employment
opportunities on a regular basis, it is important that the Company respond to
market conditions affecting these candidates. Additionally, in certain markets
the Company has experienced significant pricing pressure from some of its
competitors. Although the Company believes it competes favorably with respect to
these factors, it expects competition to increase, and there can be no assurance
that the Company will remain competitive.

PROPERTIES

The Company owns no real estate. It leases its corporate headquarters in
Tampa, Florida, as well as space for its other locations. The aggregate square
footage of office space under leases for locations is approximately 105,000. The
leases generally run from month-to-month to five years and the aggregate annual
rent paid by the Company in 1996 was approximately $1.4 million. The Company
believes that its facilities are adequate for its needs and does not expect
difficulty replacing such facilities or locating additional facilities, if
needed.

INSURANCE

The Company maintains a number of insurance policies. Its general liability
policy has aggregate coverage of $2.0 million, with a $1.0 million limit per
occurrence. The Company maintains an automobile liability policy with a combined
single coverage limit of $500,000. The Company also carries an excess liability
policy, which covers liabilities that exceed the policy limits of the above
policies, with an aggregate and a per occurrence limit of $4.0 million.

The Company also maintains professional liability, crime and errors and
omissions policies, each with aggregate coverage of $1.0 million, covering
certain liabilities that may arise from the actions or omissions of its
temporary or permanently-placed personnel. The Company currently maintains key
man life insurance on its executive officers in an aggregate amount of $7.5
million. There can be no assurance that any of the above coverages will be
adequate for the Company's needs. See "Risk Factors -- Employment Liability
Risk."

EMPLOYEES

As of September 30, 1997, the Company and its subsidiaries employed
approximately 583 persons. Additionally, as of such date, the Company had
approximately 2,490 individuals on assignment providing professional temporary
or contract services to its clients. As the employer, the Company is responsible
for the regular and temporary payrolls and employer's share of social security
taxes (FICA), federal and state unemployment taxes, workers' compensation
insurance, and other direct labor costs relating to its temporary and contract
personnel. The Company offers access to various insurance programs and other
benefits for its temporary and contract personnel. The Company has no collective
bargaining agreements covering any of its employees or personnel, has never
experienced any material labor disruption, and is unaware of any current efforts
or plans to organize its employees or personnel. The Company considers relations
with its employees and personnel to be good.

28
<PAGE> 29

LEGAL PROCEEDINGS

In the ordinary course of its business, the Company is from time to time
threatened with or named as a defendant in various lawsuits, including
discrimination and harassment and other similar claims. The Company maintains
insurance in such amounts and with such coverages and deductibles as management
believes are reasonable. The principal risks that the Company insures against
are workers' compensation, personal injury, bodily injury, property damage,
professional malpractice, errors and omissions, and fidelity losses. The Company
is not currently involved in any material litigation.

PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of September 30, 1997 by: (i) each of
the Company's directors and executive officers; (ii) all executive officers and
directors of the Company as a group; (iii) each person known by the Company to
own beneficially more than 5% of the Common Stock; and (iv) each of the Selling
Shareholders. Each of the holders listed below has sole voting power and
investment power over the shares beneficially owned.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED OWNED
PRIOR TO THE OFFERING SHARES AFTER THE OFFERING
--------------------- OFFERED -------------------
NAME NUMBER PERCENT FOR SALE NUMBER PERCENT
- ---- ---------- -------- -------- --------- -------
<S> <C> <C> <C> <C> <C>
William R. Carey, Jr.(1).................. 40,000 * -- 40,000 *
Thomas Calcaterra(2)...................... -- * -- -- *
Richard M. Cocchiaro(3)................... 1,598,656 6.5% -- 1,598,656 5.6%
Peter Dominici(4)......................... 189,780 * -- 189,780 *
David L. Dunkel(5)........................ 3,890,992 15.8% 200,000 3,690,992 12.9%
Todd W. Mansfield(6)...................... 2,200 * -- 2,200 *
Maureen A. Rorech(7)...................... 391,068 1.6% -- 391,068 1.4%
Howard W. Sutter(8)....................... 1,623,316 6.6% -- 1,623,316 5.7%
James D. Swartz(9)........................ 48,000 * -- 48,000 *
Gordon Tunstall(10)....................... 40,000 * -- 40,000 *
All Directors and Executive Officers as a
Group (10 persons)...................... 7,824,012 31.8% 200,000 7,624,012 30.1%
Pilgrim Baxter & Associates, Ltd.(11)..... 1,835,800 7.5% -- 1,835,800 6.4%
Provident Investment Council, Inc.(12).... 1,249,160 5.1% -- 1,249,160 4.4%
The TCW Group, Inc.(13)................... 1,738,000 7.1% -- 1,738,000 6.1%
Sacred Heart Church....................... 10,000 * 10,000 -- *
</TABLE>

- ---------------

* Less than 1%.
(1) The business address for Mr. Carey is 700 Galleria Parkway, Suite 450,
Atlanta, Georgia 30339. Mr. Carey has a ten-year option to purchase a total
of 40,000 shares of Common Stock at an exercise price of $4.6875 per share
and 20,000 at an exercise price of $11.00 per share. The number of shares
in the table above includes 40,000 shares subject to options that are
currently exercisable.
(2) The business address for Mr. Calcaterra is 120 West Hyde Park Place, Suite
150, Tampa, Florida 33606. Mr. Calcaterra has a ten year option to purchase
a total of 80,000 shares of Common Stock at an exercise price of $10.25 per
share.
(3) The business address for Mr. Cocchiaro is 20 North Wacker Drive, Suite
1360, Chicago, Illinois 60606. The total number of shares in the table
includes 99,800 shares which are held in the name of Cocchiaro Family
Foundation, an irrevocable trust, of which Mr. Cocchiaro and his wife are
the Trustees.
(4) The business address for Mr. Dominici is 120 West Hyde Park Place, Suite
150, Tampa, Florida 33606. Mr. Dominici has three ten-year options to
purchase a total of 149,444 shares of Common Stock, 89,444 of which are
exercisable at a price of $1.365 per share, 40,000 of which are exercisable
at a price of $4.1875 per share, and 20,000 of which are exercisable at a
price of $11.00 per share. The number of shares in the table above does not
include any shares subject to options that are currently exercisable.

29
<PAGE> 30

(5) The business address for Mr. Dunkel is 120 West Hyde Park Place, Suite 150,
Tampa, Florida 33606.
(6) The business address for Mr. Mansfield is Security Capital Group, Inc., 125
Lincoln Avenue, Santa Fe, New Mexico 87501. Mr. Mansfield has a ten-year
option to purchase a total of 20,000 shares of Common Stock at an exercise
price of $10.50 per share. The number of shares in the table does not
include any shares that are subject to options that are currently
exercisable.
(7) The business address for Ms. Rorech is 120 West Hyde Park Place, Suite 150,
Tampa, Florida 33606. Ms. Rorech has two ten-year options to purchase a
total of 69,264 shares of Common Stock, 29,264 of which are exercisable at
a price of $1.49 per share, and 40,000 of which are exercisable at a price
of $4.1875 per share. The number of shares shown in the table above does
not include any shares that are subject to options that are currently
exercisable.
(8) The business address for Mr. Sutter is 500 West Cypress Creek, Suite 200,
Ft. Lauderdale, Florida 33309. The number of shares in the table includes
1,623,316 shares held by Sutter Investment Ltd. Partnership, a Nevada
limited partnership. Mr. Sutter beneficially owns these shares as a limited
partner, director, officer and sole shareholder of the general partner,
H.S. Investments, Inc., and as such, he has the right to receive and direct
the receipt of dividends from, and proceeds from the sale of, the shares
shown in the table above.
(9) The business address for Mr. Swartz is 120 West Hyde Park Place, Suite 150,
Tampa, Florida 33606. Mr. Swartz has two ten-year options to purchase a
total of 270,000 shares of Common Stock; 120,000 shares at an exercise
price of $6.25 per share and 150,000 shares at an exercise price of $11.00
per share. The number of shares shown in the table above includes 32,000
shares subject to options that are currently exercisable.
(10) The business address for Mr. Tunstall is 13153 North Dale Mabry, Tampa,
Florida 33688. Mr. Tunstall has a ten-year option to purchase a total of
40,000 shares of Common Stock at an exercise price of $4.6875 per share and
20,000 at an exercise price of $11.00 per share. The number of shares in
the table above includes 40,000 shares subject to options that are
currently exercisable.
(11) The number of shares shown in the table above is based on a Schedule 13G
filed with the Commission, dated February 14, 1997. The business address
for Pilgrim Baxter & Associates, Ltd. is 1255 Drummers Lane, Suite 300,
Wayne, Pennsylvania 19087.
(12) The number of shares shown in the table above is based on a Schedule 13G
filed with the Commission, dated October 10, 1997. The business address for
Provident Investment Council, Inc. is 300 North Lake Avenue, Pasadena,
California 91101-4022.
(13) The number of shares shown in the table above is based on a Schedule 13G
filed with the Commission, dated February 12, 1997. The business address
for The TCW Group, Inc. is 805 South Figueroa Street, Los Angeles,
California 90017.

30
<PAGE> 31

UNDERWRITING

Subject to the terms and conditions set forth in the Underwriting
Agreement, the Company and the Selling Shareholders have agreed to sell to each
of the underwriters named below (the "Underwriters"), and each of the
Underwriters has severally agreed to purchase from the Company the respective
number of shares of Common Stock set forth opposite its name below:

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITERS COMMON SHARES
- ------------ -------------
<S> <C>
Robert W. Baird & Co. Incorporated.......................... 830,000
NationsBanc Montgomery Securities, Inc...................... 830,000
Prudential Securities Incorporated.......................... 830,000
Smith Barney Inc. .......................................... 830,000
BT Alex. Brown Incorporated................................. 155,000
Donaldson, Lufkin & Jenrette Securities Corporation......... 155,000
Goldman, Sachs & Co. ....................................... 155,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated.......... 155,000
Legg Mason Wood Walker Incorporated......................... 90,000
Rauscher Pierce Refsnes, Inc. .............................. 90,000
Raymond James & Associates, Inc. ........................... 90,000
---------
Total............................................. 4,210,000
=========
</TABLE>

In the Underwriting Agreement, the Underwriters have agreed, subject to the
terms and conditions set forth therein, to purchase all 4,210,000 shares of
Common Stock offered hereby if any such Common Stock are purchased. In the event
of a default by any Underwriter, the Underwriting Agreement provides that, in
certain circumstances, purchase commitments of the non-defaulting Underwriters
may be increased or the Underwriting Agreement may be terminated.

The Company and the Selling Shareholders have been advised by the
Underwriters that the several Underwriters propose to offer such Common Stock to
the public at the public offering price set forth on the cover page of this
Prospectus, and to certain dealers at such price less a concession not in excess
of $0.57 per share. The Underwriters may allow and such dealers may re-allow a
concession not in excess of $0.10 per share to other dealers. After the shares
of Common Stock are released for sale to the public, the offering price and
other selling terms may be changed by the Underwriters.

The Company has granted the Underwriters an option, expiring 30 days from
the date of this Prospectus, to purchase up to 631,500 additional shares of
Common Stock at the public offering price less underwriting discounts and
commissions set forth on the cover page of this Prospectus. The Underwriters may
exercise such option solely to cover over-allotments, if any, made in connection
with the sale of the Common Stock that the Underwriters have agreed to purchase.
To the extent the Underwriters exercise such option, each of the Underwriters
will have a firm commitment, subject to certain conditions, to purchase a number
of option shares proportionate to such Underwriter's initial commitment.

The Company and its officers and directors have agreed that, except with
the prior written consent of Robert W. Baird & Co. Incorporated, on behalf of
the Underwriters, during the 90 days following the date of this Prospectus that
they will not directly or indirectly offer for sale, sell, grant any options,
right or warrants with respect to any shares of Common Stock or any other
Company capital stock, securities or instruments convertible into or
exchangeable for Common Stock, or otherwise dispose of, or reduce any risk of
ownership, directly or indirectly, of any shares of Common Stock, such other
capital stock or any other securities, instruments, options or rights
convertible into or exchangeable for, or otherwise exercisable for Common Stock
or other Company capital stock, except for the Common Stock offered hereby.
Notwithstanding the foregoing, the Company may (i) grant options pursuant to the
Company's stock option plans in the ordinary course consistent with past
practice and issue shares of Common Stock upon the exercise of any such options
or under options currently outstanding, (ii) issue shares of Common Stock or
other securities convertible into Common Stock or any other capital stock of any
company solely to owners of capital stock of any company

31
<PAGE> 32

acquired by the Company subsequent to the date 45 days from the date of this
Prospectus. Any permitted shortening of such periods and any related sales of
Common Stock would not necessarily be preceded by a public announcement of the
Company or the Underwriters that such consent has been given.

The Underwriting Agreement provides that the Company and one of the Selling
Shareholders will indemnify the Underwriters against certain liabilities under
the Securities Act or contribute to payments the Underwriters may be required to
make in respect thereof.

In connection with the Offering, the Underwriters may engage in
transactions that stabilize, maintain or otherwise affect the price of the
Common Stock. Specifically, the Underwriters may over-allot the Offering,
creating a syndicate short position. In addition, the Underwriters may bid for,
and purchase, shares of Common Stock in the open market to cover syndicate short
positions or to stabilize the price of the Common Stock. Any of these activities
may stabilize or maintain the market price of the Common Stock above independent
market levels. The Underwriters are not required to engage in these activities,
and may end any of these activities at any time.

The Underwriters and dealers may also engage in passive market making
transactions in the Common Stock in accordance with Rule 103 of Regulation M
promulgated by the Commission. In general, a passive market maker may not bid
for, or purchase, the Common Stock at a price that exceeds the higher
independent bid. In addition, the net daily purchases made by any passive market
maker generally may not exceed 30% of its average daily trading volume in the
Common Stock during a specified two-month prior period, or 200 shares, whichever
is greater. A passive market maker must identify passive market making bids as
such on the Nasdaq electronic inter-dealer reporting system. Passive market
making may stabilize or maintain the market price of the Common Stock above
independent market levels. Underwriters and dealers are not required to engage
in passive market making and may end passive market making activities at any
time.

LEGAL MATTERS

Certain legal matters in connection with the sale of the shares of Common
Stock offered hereby will be passed upon for the Company by Holland & Knight
LLP, Tampa, Florida, and for the Underwriters by Foley & Lardner, Milwaukee,
Wisconsin.

EXPERTS

The financial statements incorporated in this Prospectus by reference to
the Annual Report on Form 10-K for the year ended December 31, 1996, have been
so incorporated in reliance on the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Exchange
Act and in accordance therewith files periodic reports and other information
with the Commission. Reports, proxy and information statements and other
information filed by the Company may be inspected and copies may be obtained (at
prescribed rates) at the Commission's Public Reference Section, 450 5th Street,
N.W., Washington, D.C. 20549, as well as the following Regional Offices of the
Commission: Seven World Trade Center, 13th Floor, New York, New York 10048 and
at Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material can also be obtained by mail from the
Public Reference Section, Securities and Exchange Commission, 450 Fifth Street,
N.W., Washington D.C. 20549, upon payment of prescribed rates. In addition,
electronically filed documents, including reports, proxy and information
statements and other information regarding the Company, can be obtained from the
Commission's Web site at: http://www.sec.gov. The Company's Common Stock is
quoted on the Nasdaq National Market, and reports, proxy statements and other
information concerning the Company can also be inspected at the offices of the
National Association of Securities Dealers, Inc. at 1735 K Street, Washington,
D.C. 20006.

32
<PAGE> 33

The Company has filed a Registration Statement on Form S-3 (together with
all amendments and exhibits thereto referred to herein as the "Registration
Statement") under the Securities Act with respect to the Common Stock offered
hereby. This Prospectus does not contain all the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information with
respect to the Company and such Common Stock offered hereby, reference is made
to the Registration Statement. Statements contained in the Prospectus with
respect to the contents of any contract or other document filed as an exhibit to
the Registration Statement are not necessarily complete, and in each such
instance reference is made to the copy of such contract or other document filed
as an exhibit to the Registration Statement. Each such statement is qualified in
all respects by such reference to such exhibit. Copies of all or any part of the
Registration Statement, including the documents incorporated by reference
therein or exhibits thereto, may be obtained upon payment of the prescribed
rates at the offices of the Commission set forth above.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents have been previously filed by the Company with the
Commission and are hereby incorporated by reference in this Prospectus as of
their respective dates.

(1) The Company's Registration Statement on Form 8-A dated May 9, 1995,
registering the Common Stock under the Exchange Act;

(2) The Company's Annual Report on Form 10-K for the year ended December
31, 1996;

(3) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997;

(4) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997, as amended;

(5) The Company's Current Report on Form 8-K filed September 22, 1997,
as amended on October 15, 1997;

(6) The Company's Current Report on Form 8-K filed October 9, 1997, as
amended on October 20, 1997; and

(7) The Company's Current Report on Form 8-K filed October 15, 1997.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the shares of Common Stock offered hereby
shall be deemed to be incorporated by reference in this Prospectus. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

The Company will provide, upon request, without charge to each person,
including any beneficial owner, to whom this Prospectus is delivered, on the
written or oral request of such person, a copy of any or all of the documents
incorporated herein by reference (other than certain exhibits to such documents
which are not specifically incorporated by reference in such documents).
Requests for such copies should be directed to: Romac International, Inc., 120
West Hyde Park Place, Suite 150, Tampa, Florida 33606, Attention Thomas
Calcaterra (telephone: (813) 258-8855).

33
<PAGE> 34

ANY STAFFING COMPANY CAN OFFER YOU BODIES.

OURS COME WITH SOMETHING EXTRA.

In a business environment that's rapidly changing, ordinary workers just
won't do. What you need is something extra. People who can hit the ground
running, set the pace for fellow employees, then succeed beyond your wildest
expectations.

Romac is where to find them. Not only do we have a large source of those
hard-to-find "knowledge workers," but we had the insight to provide them long
before the term became popular.

What's more, ours are backed by a knowledge company. One that not only
seeks out exceptional talent, but analyzes your organization to determine
seasonal demands, corporate structure, corporate personality, short and long
term goals as well as position within the industry.

The result is a flexible staffing solution that may combine contingent
employees with permanent hires or contract service professionals and a new
executive. One that fits your entire corporation rather than a single position.

So if you're looking for the brains to help you succeed in a changing
environment, the best person for the job may not be an individual. More likely,
it's a company who aligns its agenda with your agenda and who has the core
competencies to leverage intellectual capital resources to meet your strategic
objectives. It's a company like ours.

[DRAWING OF A BRAIN]

ROMAC
THE KNOWLEDGEFORCE
RESOURCE(TM).

EXAMPLE ADVERTISEMENT USED BY THE COMPANY.
<PAGE> 35

==================================================================

NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE SELLING SHAREHOLDERS OR ANY
UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF ANY OFFER TO BUY ANY SECURITY OTHER THAN THE SHARES OF COMMON
STOCK OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF
AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY PERSON IN ANY
JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER
ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.

---------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.............................. 3
Risk Factors.................................... 7
Use of Proceeds................................. 11
Price Range of Common Stock..................... 11
Dividend Policy................................. 11
Capitalization.................................. 12
Selected Consolidated Financial Data............ 13
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.................................... 14
Business........................................ 20
Principal and Selling Shareholders.............. 29
Underwriting.................................... 31
Legal Matters................................... 32
Experts......................................... 32
Available Information........................... 32
Incorporation of Certain Documents by
Reference..................................... 33
</TABLE>

==================================================================

==================================================================
4,210,000 SHARES

[ROMAC INTERNATIONAL LOGO]

COMMON STOCK
-------------------------
PROSPECTUS
-------------------------
ROBERT W. BAIRD & CO.
INCORPORATED

NATIONSBANC MONTGOMERY
SECURITIES, INC.

PRUDENTIAL SECURITIES INCORPORATED

SMITH BARNEY INC.

NOVEMBER 3, 1997
==================================================================