<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended DECEMBER 31, 1999
----------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission file number 0-26058
---------------
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
ROMAC INTERNATIONAL, INC. 401(k) RETIREMENT SAVINGS PLAN
120 WEST HYDE PARK PLACE
TAMPA, FL 33606
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
KFORCE.COM, INC.
120 WEST HYDE PARK PLACE
TAMPA, FL 33606
===============================================================================
<PAGE> 2
ROMAC INTERNATIONAL, INC.
401(k) RETIREMENT SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
PAGE(S)
Report of Independent Certified Public Accountants 2
Financial Statements
Statements of Net Assets Available for Benefits 3
Statements of Changes in Net Assets Available for Benefits 4
Notes to Financial Statements 5-12
Supplemental Schedule *
Schedule of Assets Held for Investment Purposes 13-19
* Other schedules required by 29 CFR 2520.103 of the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974 have not been presented because they
were not applicable, and thus not required.
<PAGE> 3
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Participants and Administrator of
Romac International, Inc. 401(k) Retirement Savings Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of Romac International, Inc. 401(k) Retirement Savings Plan (the "Plan") at
December 31, 1999 and 1998, and the changes in net assets available for benefits
for the years then ended in conformity with accounting principles generally
accepted in the United States. These financial statements are the responsibility
of the Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of Assets Held
for Investment Purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP
Tampa, FL
June 28, 2000
<PAGE> 4
ROMAC INTERNATIONAL, INC.
401(k) RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
1999 1998
Investments at fair value $84,624,201 $108,318,570
Receivables:
Employer contributions 885,619 466,590
Employee contributions 193,778 156,346
Accrued interest/dividends 22,172 8,849
----------- ------------
Total receivables 1,101,569 631,785
Cash and cash equivalents 72,803 721,030
----------- ------------
Net assets available for benefits $85,798,573 $109,671,385
=========== ============
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE> 5
ROMAC INTERNATIONAL, INC.
401(k) RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) in fair value of investments $ (15,086,280) $ 12,997,832
Interest and dividends 3,317,297 4,733,239
Loan interest 32,432 4,910
------------- -------------
(11,736,551) 17,735,981
Contributions:
Participant 13,519,660 8,153,845
Employer 1,158,090 1,779,595
------------- -------------
Total contributions 14,677,750 9,933,440
Transfer due to Plan merger 1,360,361 5,090,369
------------- -------------
Total additions 4,301,560 32,759,790
------------- -------------
Deductions from net assets attributed to:
Benefits paid to participants (28,168,372) (41,443,179)
Administrative expenses (6,000) (19,046)
------------- -------------
Total deductions (28,174,372) (41,462,225)
------------- -------------
Net decrease (23,872,812) (8,702,435)
Net assets available for benefits:
Beginning of period 109,671,385 118,373,820
------------- -------------
End of period $ 85,798,573 $ 109,671,385
============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-4-
<PAGE> 6
ROMAC INTERNATIONAL, INC.
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
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1. MERGER OF ROMAC INTERNATIONAL, INC. AND SOURCE SERVICES CORPORATION
Effective April 20, 1998, the sponsor of the Romac International, Inc.
Employees' 401(k) Retirement Savings Plan (the "Romac Plan"), Romac
International, Inc. (the "Company"), consummated a merger with Source
Services Corporation ("Source"), with the Company being the surviving
entity. Effective July 1, 1998, the Romac Plan was merged into the Source
Services Corporation 401(k) and Profit Sharing Retirement Plan (the "Source
Plan") which was amended and restated and renamed the Romac International,
Inc. 401(k) Retirement Savings Plan (the "Plan"). Subsequent to June 30,
1998, there was no activity in the Romac Plan except for the asset transfer
in the amount of $5,090,369 on October 8, 1998.
Effective July 1, 1999, the UQ 401(k) Plan (the "UQ Plan") was merged into
the Plan. Subsequent to this date, there was no activity in the UQ Plan
except for the asset transfer in the amount of $1,360,361 on July 29, 1999.
The Plan held 1,722,233 and 2,302,751 shares of Company common stock,
representing approximately 4% and 5% of the Company's outstanding common
stock at December 31, 1999 and 1998 respectively.
2. DESCRIPTION OF THE PLAN
The following description of the Plan is provided for general information
purposes. Participants should refer to the Plan agreement for a more
complete description of the Plan provisions. Copies of the Plan document
are available from the Company.
GENERAL
The Plan is a defined contribution plan covering substantially all fulltime
employees, except those subject to a collective bargaining agreement. The
Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA"). The Plan is administered by the Company.
Merrill Lynch Trust Company ("Trustee") is the trustee and record keeper of
the Plan.
CONTRIBUTIONS
Participants may contribute up to 15% of their compensation for the year,
as defined. For the period from January 1, 1998 to June 30, 1998, the
Company matched 100% of the first 3%, and 50% of the next 2% of eligible
salary elected to be contributed by the participant. Beginning July 1,
1998, Company matching contributions are made at the discretion of the
Board of Directors in amounts not to exceed the maximum permitted as a
deductible expense by the Internal Revenue Code (the "Code"). Company
contributions, if any, are funded annually to eligible participants
remaining in the Plan at each year-end. The Company made matching
contributions equal to 10% of participant contributions for the period to
all participants still employed at December 31, 1998.
-5-
<PAGE> 7
ROMAC INTERNATIONAL, INC.
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
-------------------------------------------------------------------------------
The Company may at its discretion make profit sharing contributions to the
Plan. Such contributions are allocated to individual participant accounts
based on compensation, as defined. There were no profit sharing
contributions to the Plan for the years ended December 31, 1999 and 1998.
All contributions to the Plan are deposited with the Trustee. Contributions
are then directed at the employee's discretion into the investment options
described below. Investment elections may be changed by the employee at any
time.
o Merrill Lynch Retirement Preservation Trust - A collective trust
maintained by Merrill Lynch that seeks to provide preservation of
participant's investments, liquidity, and current income that is
typically higher than money market funds. The fund invests
primarily in a broadly-diversified portfolio of Guaranteed
Investment Contracts and in obligations of U.S government and U.S.
government agency securities.
o MFS Total Return Fund - A fund which seeks above-average income
growth consistent with the prudent employment of capital and may
invest up to 20% of its total assets in high-yield securities, as
well as 20% of its total assets in foreign and emerging market
securities.
o Alliance Growth and Income Fund - A fund which seeks income and
capital appreciation by investing primarily in dividend-paying
common stock of high quality companies.
o Alliance Quasar Fund - A fund which seeks growth of capital by
investing principally in equity securities issued by predominantly
small companies within any industry which fund management believes
has capital appreciation potential.
o Templeton Foreign Fund - A fund which seeks long term capital
growth by investing primarily in stocks and debt obligations of
companies and governments outside the United States.
o Merrill Lynch Special Value Fund - A fund which seeks long term
growth of capital by emphasizing securities of relatively
small-market capitalization companies, as well as emerging growth
companies, that fund management believe have special investment
value, regardless of size.
o Merrill Lynch Corporate Bond Fund - A fund which seeks capital
appreciation by investing primarily in investment grade corporate
fixed-income securities with a maximum remaining maturity of 10
years.
o PIMCO Total Return Fund - A fund which seeks to maximize total
return, consistent with preservation of capital and prudent
investment management. Under normal circumstances,
-6-
<PAGE> 8
ROMAC INTERNATIONAL, INC.
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
-------------------------------------------------------------------------------
the fund invests at least 65% of its assets in a diversified
portfolio of fixed-income securities of varying maturities.
o Merrill Lynch Equity Index Trust - A trust which seeks to
replicate the total return of the Standard & Poor's 500 Composite
Stock Price Index (S&P 500(R) Index). This index is a means to
measure the performance of a broad base of large U.S.
corporations. The trust invests primarily in a portfolio of equity
securities (stocks) designed to substantially equal or "match" the
performance of this index, before expenses.
o Pioneer Growth Shares A Fund - A fund which seeks capital
appreciation; current income is incidental. The fund invests
primarily in equities.
o Self-Directed Fund - An investment option permitting participants
to invest in investments other than those listed above (including
investments in common stocks, money market funds and mutual
funds).
o Romac International, Inc. Common Stock - An investment option
permitting participants to invest in Company common stock.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's
contributions, the Company's matching contribution, allocation of profit
sharing contributions made by the Company and Plan earnings. The benefit to
which a participant is entitled is the benefit that can be provided from
the participant's vested account. The participant's account balance is
reduced for any participant withdrawals.
ROLLOVERS
All employees expected to meet the Plan eligibility requirements are
eligible to make cash rollover contributions to the Plan from a previous
employer's qualified retirement plan or a conduit IRA.
VESTING
Participants are immediately vested in their contributions and profit
sharing contributions plus actual earnings thereon. Company contributions
and earnings vest at 10%, 30%, and 60% after 2, 3, and 4 years of vesting
service, respectively. Company contributions become 100% vested upon:
o Normal retirement
o Total disability
o Death
-7-
<PAGE> 9
ROMAC INTERNATIONAL, INC.
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
-------------------------------------------------------------------------------
o Completion of five years of vesting service
IN-SERVICE WITHDRAWALS
Participants may request the following types of in-service withdrawals from
the Plan during any given calendar month:
o Age 59 1/2
o Financial hardship
o Withdrawals from profit sharing account
PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants will become 100% vested in their accounts and the
trust shall continue until all Participants' accounts have been completely
distributed to each Participant (or their designated beneficiary) in
accordance with the Plan.
LOANS
Participants may borrow money from their vested account balance for any
reason. The maximum amount available for loans is the lesser of $50,000
reduced by the participant's highest loan balance outstanding in the twelve
months prior to the date of the loan or 50% of the participant's vested
account balance. The minimum amount for a loan is $1,000.
Loan repayments must have a definite repayment period not to exceed five
years unless the loan is for the purchase of a principal residence, in
which case the repayment period must not exceed 15 years. Participant
loans, including interest thereon, are taxable to the participant upon
default.
The loans are secured by the balance in the participant's account and bear
interest at 9.5% at December 31, 1999 and 1998.
PAYMENT OF BENEFITS
On termination of service, a participant may elect one of the following
payment options:
o Immediate single-sum payment
o Deferred single-sum payment of the vested Profit Sharing account
of quota or professional employees. The deferral period is
defined as the period beginning with the date such participant
terminates employment and ending on the third anniversary thereof
or the date such participant dies, incurs a total disability, or
attains fifty-five years of age, whichever is earlier.
-8-
<PAGE> 10
ROMAC INTERNATIONAL, INC.
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
-------------------------------------------------------------------------------
Additionally, participants of the Plan who were initially participants of
the Romac Plan may elect to receive equal installments over a period not to
exceed the participant's (or participant's beneficiary's) life expectancy
determined at the time of distribution.
At December 31, 1999 and 1998, there were no distribution payments that
were processed and approved for payment by the Plan, but not yet paid to
participants.
FORFEITED ACCOUNTS
Nonvested balances resulting from Company contributions will be forfeited
upon the participant's termination and distribution of the participant's
vested account balance. In addition, the nonvested portion of a terminated
participant's account balance shall be forfeited on the last day of the
Plan year in which the participant incurred his fifth consecutive one-year
break in service and may not be restored upon re-entry into the Plan.
Forfeited balances will be used to offset future Company matching
contributions. For the year ended December 31, 1999 and 1998, Company
matching contributions were reduced by $-0- and $202,000, respectively,
from forfeited nonvested accounts.
3. SUMMARY OF ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Plan's financial statements are prepared in accordance with generally
accepted accounting principles.
USE OF ESTIMATES
The preparation of the financial statements in conformity with generally
accepted accounting principles requires the use of estimates and
assumptions that affect the reported amounts of net assets available for
Plan benefits and the related changes in the net assets available for Plan
benefits. Actual results could differ from those estimates.
VALUATION OF INVESTMENTS
The Plan's investments are stated at fair value, based on quoted market
prices. Shares of mutual funds are valued at the net asset value of shares
held by the Plan at year-end. Loans are carried at cost which approximates
market value.
CONTRIBUTIONS
Employee contributions are recorded when salary or bonus is earned.
Beginning July 1, 1998, matching Company contributions are recorded when
authorized (Note 2).
Purchases and sales of securities are recorded on a trade-date basis.
-9-
<PAGE> 11
ROMAC INTERNATIONAL, INC.
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
-------------------------------------------------------------------------------
PAYMENT OF BENEFITS
Benefits are recorded when paid.
EXPENSES OF PLAN
Certain expenses incurred in the administration of the Plan are paid by the
Plan. The Company pays a portion of the expenses for services necessary for
the administration of the Plan.
4. STATEMENT OF POSITION 99-3
The Company elected to early adopt the provisions of Statement of Position
99-3 "Accounting for and Reporting of Certain Defined Contribution Plan
Investments and Other Disclosure Matters" ("SOP 99-3"). SOP 99-3 eliminates
the requirement to separately disclose participant-directed investment
programs as a separate fund in the financial statements in columnar form or
in the related disclosures.
5. INVESTMENTS
The following presents investments that represent 5% or more of the Plan's
net assets. The following financial data has been certified by the Trustee,
in accordance with 29 CFR 2520.103-8 of the Department of Labor's Rules and
Regulations for Reporting and Disclosure under ERISA.
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------------
DESCRIPTION OF INVESTMENT 1999 1998
<S> <C> <C>
Merrill Lynch Special Value Fund $ 5,597,546 $ 4,673,334
Merrill Lynch Retirement Preservation Trust $ 10,164,968 $ 13,001,673
Alliance Growth and Income Fund $ 21,427,640 $ 21,532,270
Templeton Foreign Fund $ 7,835,254 $ 6,691,765
Romac International, Inc. Common Stock $ 23,813,553 $ 51,236,202
</TABLE>
-10-
<PAGE> 12
ROMAC INTERNATIONAL, INC.
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
-------------------------------------------------------------------------------
The Plan's investments, including gains and losses on investments
purchased, sold and held during the year, appreciated (depreciated) in
value as follows:
YEAR ENDED
DECEMBER 31,
------------------------------
1999 1998
Mutual Funds $ 3,609,178 $ (755,304)
Romac International, Inc. common stock $ (20,181,703) 13,534,182
Common stock investments $ 1,486,245 218,954
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$ (15,086,280) $12,997,832
============= ===========
6. NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the net assets and the significant components of the
changes in net assets relating to the nonparticipant-directed investments
is as follows:
DECEMBER 31,
---------------------------
1999 1998
Net assets:
Participant loans $ 593,704 $ 200,384
YEAR ENDED
DECEMBER 31,
---------------------------
1999 1998
Changes in net assets:
Benefits paid to participants $ (63,083) $ (5,421)
Net transfers from participant-directed
investments 456,403 199,667
---------- ---------
$ 393,320 $ 194,246
========== =========
7. RELATED PARTY TRANSACTIONS
Plan investments include shares of a collective trust and mutual funds
managed by the Trustee and, therefore, these transactions qualify as
party-in-interest. Fees paid by the Plan for the investment management
services amounted to $6,000 and $19,046 for the years ended December 31,
1999 and 1998, respectively.
8. TAX STATUS OF THE PLAN
The Internal Revenue Services has determined and informed the Company by a
letter dated June 8, 1999 that the Plan and related trust is designed in
accordance with the Code. The Plan has been amended since receiving the
determination letter. However, it is the position of the Company that the
Plan has been operated in accordance with the Code and ERISA requirements
and, therefore, will be considered exempt from federal income taxes.
Accordingly, income taxes have not been provided for in the accompanying
financial statements.
-11-
<PAGE> 13
ROMAC INTERNATIONAL, INC.
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
-------------------------------------------------------------------------------
9. FINANCIAL DATA CERTIFIED BY THE TRUSTEE
All data which is included in the accompanying financial statements and
notes to financial statements and schedules relating to investment
transactions and activity has been certified by the Trustee as being
complete and accurate, except for adjustments made by the Company to
conform the Trustee certified financial statements to an accrual basis of
accounting.
-12-
<PAGE> 14
<TABLE>
<CAPTION>
SCHEDULE 1
ROMAC INTERNATIONAL, INC.
401(k) RETIREMENT SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
---------------------------------------------------------------------------------------------------------------------------------
(c) Description of investment
including maturity date, rate of
(b) Identity of Issue, Borrower, Lessor or interest, collateral,
(a) Similar Party maturity value (d) Current Value
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
* Romac International, Inc Common Stock Common Stock $ 23,813,553
* Merrill Lynch Preservation Trust Collective Trust 10,164,968
* Merrill Lynch Equity Index Trust Collective Trust 2,277,626
Alliance Growth and Income Fund Mutual Fund 21,427,640
Alliance Quasar Fund Mutual Fund 1,526,057
* MFS Total Return Fund Mutual Fund 3,792,846
* Merrill Lynch Corporate Bond Fund Mutual Fund 1,025
* Merrill Lynch Special Value Fund Mutual Fund 5,597,546
PIMCO Total Return Fund Mutual Fund 1,838,801
Pioneer Growth Shares A Fund Mutual Fund 416,605
Templeton Foreign Fund Mutual Fund 7,835,254
Aim Blue Chip Fund Class A Self Directed Mutual Fund 18,137
Aim Value Fund Self Directed Mutual Fund 2,715
Alliance Technology Fund Self Directed Mutual Fund 9,361
Alliance Premier Growth Fund Self Directed Mutual Fund 143,908
AM Cap Emerging Growth Fund, Inc. Self Directed Mutual Fund 89,417
CMA Government SEC Self Directed Mutual Fund 43
Mfs Strategic Growth Fd Cl A Self Directed Mutual Fund 2,706
Mfs Utilities Fund Class A Self Directed Mutual Fund 7,123
ML Euro Fund Self Directed Mutual Fund 31,292
ML Int'l Index Fund Self Directed Mutual Fund 6,966
ML S&P 500 Index Self Directed Mutual Fund 84,320
Munder Netnet Fund Self Directed Mutual Fund 21,263
Oppenheimer Enterprises Fund Self Directed Mutual Fund 127,744
Oppenheimer Global Growth Self Directed Mutual Fund 70,294
Oppenheimer Mid Cap Self Directed Mutual Fund 7,987
Pimco Innovation Fd Cl A Self Directed Mutual Fund 107,352
3Com Corp Del PV Self Directed Equity Investments 16,403
Abercrombie & Fitch Co Self Directed Equity Investments 5,337
Ac Neilsen Corp Self Directed Equity Investments 18,468
Act Manufacturing Self Directed Equity Investments 4,500
Adaptive Broadband Corp Self Directed Equity Investments 9,964
Allstate Corp Self Directed Equity Investments 12,031
Alpine Group Inc Del Self Directed Equity Investments 360
Altera Corp Com Self Directed Equity Investments 2,725
Amazon Com Inc Self Directed Equity Investments 9,818
American Home Products Self Directed Equity Investments 2,001
American Express Company Self Directed Equity Investments 8,339
American Online Inc Del Self Directed Equity Investments 152,581
Ames Dept. Stores Com New Self Directed Equity Investments 489
Amgen Inc Com Self Directed Equity Investments 3,123
Amr Corp Self Directed Equity Investments 670
Amtran Inc. Stock Self Directed Equity Investments 310
</TABLE>
-13-
<PAGE> 15
<TABLE>
<CAPTION>
SCHEDULE 1
ROMAC INTERNATIONAL, INC.
401(k) RETIREMENT SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
--------------------------------------------------------------------------------------------------------------------------------
(c) Description of investment
including maturity date, rate of
(b) Identity of Issue, Borrower, Lessor or interest, collateral,
(a) Similar Party maturity value (d) Current Value
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Anthony & Sylvan Pools Self Directed Equity Investments $ 41
Applied Micro Circuits Self Directed Equity Investments 3,181
Aquis Communications Group Self Directed Equity Investments 1,855
At Home Cp Com Ser A Self Directed Equity Investments 16,892
AT&T Corp Self Directed Equity Investments 42,001
Atlantic Richfld Co Self Directed Equity Investments 21,625
Aura Systems Inc Self Directed Equity Investments 14,000
Axent Technologies Inc Self Directed Equity Investments 1,050
Bally Total Fitnes Self Directed Equity Investments 480
Bank of America Corp Self Directed Equity Investments 1,505
Bank Tokyo Mitsubishi Self Directed Equity Investments 13,937
BankOne Corp Self Directed Equity Investments 640
Barnes and Noble Inc Self Directed Equity Investments 1,433
BarnesandNobel.com Inc Self Directed Equity Investments 212
Bausch & Lomb Co Self Directed Equity Investments 6,891
Bea Systems Inc. Self Directed Equity Investments 17,483
BeBe Stores Inc Self Directed Equity Investments 540
Bell Atlantic Self Directed Equity Investments 30,781
Berkshire Hathaway Cl B Self Directed Equity Investments 21,960
Best Buy Co Inc Self Directed Equity Investments 29,295
Bethlehem Steel Self Directed Equity Investments 8,375
Biocontrol Technology Inc Self Directed Equity Investments 326
Bluegreen Corp Self Directed Equity Investments 290
BMC Software Inc Self Directed Equity Investments 15,987
Bon Ton Stores Self Directed Equity Investments 210
Borders Group Inc Self Directed Equity Investments 487
Bristol Myers Squibb Co Self Directed Equity Investments 6,418
Broadvision Inc Self Directed Equity Investments 19,046
Brocade Communications Systems Self Directed Equity Investments 3,186
Buffets Inc Self Directed Equity Investments 370
Capital Automotive Self Directed Equity Investments 3,290
Cato Corp Self Directed Equity Investments 580
Caterpillar Inc. Self Directed Equity Investments 25,365
CBS Corp Self Directed Equity Investments 29,794
CDNow Inc Self Directed Equity Investments 493
Checkfree Holdings Corp Self Directed Equity Investments 10,450
Chevron Corp Self Directed Equity Investments 8,662
Cintas Corp Self Directed Equity Investments 531
Circuit City Stores Inc. Self Directed Equity Investments 21,718
Cisco Systems Inc Self Directed Equity Investments 304,442
Citigroup Inc Self Directed Equity Investments 3,451
CMGI Inc Corp Self Directed Equity Investments 272,166
</TABLE>
-14-
<PAGE> 16
<TABLE>
<CAPTION>
SCHEDULE 1
ROMAC INTERNATIONAL, INC.
401(k) RETIREMENT SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
---------------------------------------------------------------------------------------------------------------------------------
(c) Description of investment
including maturity date, rate of
(b) Identity of Issue, Borrower, Lessor or interest, collateral,
(a) Similar Party maturity value (d) Current Value
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Coca Cola Companies Self Directed Equity Investments $ 7,083
Compaq Computer Corp Self Directed Equity Investments 35,206
Computer Science Corp Self Directed Equity Investments 4,636
Comtex New Network Self Directed Equity Investments 4,471
Corel Corp Canada Self Directed Equity Investments 453
Crossman Communitys Inc. Self Directed Equity Investments 294
Cyber Care Inc Self Directed Equity Investments 17,337
Dayton Hudson Corp Self Directed Equity Investments 587
Dell Computer Corp Self Directed Equity Investments 38,658
Delphi Automotive Sys Self Directed Equity Investments 1,086
DuPont Stock Self Directed Equity Investments 6,587
Earthgrains Co Self Directed Equity Investments 225
EFTC Corp Self Directed Equity Investments 175
Egghead.com Inc Self Directed Equity Investments 258
El Sitio Self Directed Equity Investments 3,675
Elan Corp Plc Self Directed Equity Investments 1,917
EMC Corporation Self Directed Equity Investments 159,613
Estn Amn N Gas Sprcprpst Self Directed Equity Investments 84,022
Extended Stay America Self Directed Equity Investments 378
Exxon/Mobil Common Stock Self Directed Equity Investments 8,056
Fannie Mae (USA) Self Directed Equity Investments 21,852
Fidelity Nat'l Finl Inc Self Directed Equity Investments 215
First American Fin'l Corp Self Directed Equity Investments 161
First Service Sub Self Directed Equity Investments 506
Fleetboston Financial Corp Self Directed Equity Investments 12,497
Ford Motor Company Self Directed Equity Investments 11,035
Franklin Mutual Shares Self Directed Equity Investments 5,003
Frontier Oil Corp Self Directed Equity Investments 560
Furniture Brands Int'l Self Directed Equity Investments 770
GP Strategies Corp Self Directed Equity Investments 183
General Electric Self Directed Equity Investments 154,750
General Mills Self Directed Equity Investments 7,150
Gillette Co Self Directed Equity Investments 10,986
Global Crossing Ltd Self Directed Equity Investments 3,750
Good Guys Inc Self Directed Equity Investments 689
Goody's Family Clothing Self Directed Equity Investments 241
Hall Kinion & Associates Self Directed Equity Investments 1,935
Harley Davidson Inc Self Directed Equity Investments 640
H T E Inc Self Directed Equity Investments 3,000
Hewlett Packard Co Self Directed Equity Investments 1,592
Home Depot Inc Self Directed Equity Investments 83,912
Household Int'l Inc Self Directed Equity Investments 7,450
</TABLE>
-15-
<PAGE> 17
<TABLE>
<CAPTION>
SCHEDULE 1
ROMAC INTERNATIONAL, INC.
401(k) RETIREMENT SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
---------------------------------------------------------------------------------------------------------------------------------
(c) Description of investment
including maturity date, rate of
(b) Identity of Issue, Borrower, Lessor or interest, collateral,
(a) Similar Party maturity value (d) Current Value
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Hunt JB Trans Srvc Inc Self Directed Equity Investments $ 290
Intel Corp Self Directed Equity Investments 58,894
Interim Services Inc Self Directed Equity Investments 24,750
Internet Cap Group Inc Self Directed Equity Investments 37,400
Int'l Business Machine Self Directed Equity Investments 36,739
Int'l Paper Self Directed Equity Investments 32,281
Intraware Inc Self Directed Equity Investments 799
JDS Uniphase Corp Self Directed Equity Investments 8,065
Jefferson Pilot Corp Self Directed Equity Investments 6,825
Johnson & Johnson Self Directed Equity Investments 19,199
JP Morgan & Co Inc. Self Directed Equity Investments 23,805
Kaufman & Broad Home Self Directed Equity Investments 1,596
Kmart Corp Self Directed Equity Investments 1,811
Knight/Trimark Group Self Directed Equity Investments 1,380
Kulick E & Soffa Industry Self Directed Equity Investments 851
Labor Ready Inc Self Directed Equity Investments 120,401
Ladd Furniture Self Directed Equity Investments 533
Landair Corp Self Directed Equity Investments 285
Landamerica Financial Group Self Directed Equity Investments 147
Leasing Solutions Self Directed Equity Investments 9
Legato Systems Inc Self Directed Equity Investments 688
Lehman Brothers Holdings Company Self Directed Equity Investments 762
Lennar Corp Self Directed Equity Investments 292
Lilly Eli Co Self Directed Equity Investments 7,980
Lions Gate Entertainment Corp Self Directed Equity Investments 9,500
Lockheed Martin Corp Self Directed Equity Investments 743
Lowes Company Inc Self Directed Equity Investments 1,195
Ls Cap Corp Self Directed Equity Investments 361
Lucent Technologies Inc Self Directed Equity Investments 121,618
Main St Ac Inc Self Directed Equity Investments 275
Massachusetts Investors Self Directed Equity Investments 14,812
Maxtor Corp Self Directed Equity Investments 217
McDonalds Corp Self Directed Equity Investments 13,731
MCI Worldcom Inc Self Directed Equity Investments 66,325
McKeeson HBOC Inc Self Directed Equity Investments 11,587
Mediaone Group Inc Self Directed Equity Investments 10,800
Mellon Financial Corp Self Directed Equity Investments 340
MercK & Co Inc. Self Directed Equity Investments 23,640
Metricom Inc. Self Directed Equity Investments 1,572
Metromedia Fib Network Self Directed Equity Investments 958
Micron Electronics Inc Self Directed Equity Investments 222
Microsoft Corp Self Directed Equity Investments 67,480
</TABLE>
-16-
<PAGE> 18
<TABLE>
<CAPTION>
SCHEDULE 1
ROMAC INTERNATIONAL, INC.
401(k) RETIREMENT SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
---------------------------------------------------------------------------------------------------------------------------------
(c) Description of investment
including maturity date, rate of
(b) Identity of Issue, Borrower, Lessor or interest, collateral,
(a) Similar Party maturity value (d) Current Value
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Mindspring Enterprises Self Directed Equity Investments $ 10,904
Minnesota Mng Mfg Self Directed Equity Investments 26,426
ML & Co Inc. Self Directed Equity Investments 17,665
Mohawk Industries Inc Self Directed Equity Investments 290
Momentum B Applications A Self Directed Equity Investments 78
Morgan Stanley American Value Self Directed Equity Investments 6,976
Mphase Techs Inc Self Directed Equity Investments 2,687
Musicland Stores Corp Com Self Directed Equity Investments 261
NA Visite Inc Self Directed Equity Investments 28,700
NABI Inc Self Directed Equity Investments 9,250
Nacco Industries Inc Self Directed Equity Investments 277
National R V Holdings Self Directed Equity Investments 385
NAXOS Resources Ltd Self Directed Equity Investments 844
Network Event Theatre Self Directed Equity Investments 11,256
New Era of Networks Inc Self Directed Equity Investments 4,429
Nextera Enterprises Self Directed Equity Investments 4,055
Nokia Corp Self Directed Equity Investments 22,163
Nortel Networks Ltd Self Directed Equity Investments 14,140
NVR Inc Self Directed Equity Investments 477
Office Depot Inc. Self Directed Equity Investments 11,000
Oppenheimer Capital Self Directed Equity Investments 6,284
Oppenheimer Main Street Self Directed Equity Investments 5,511
Oppenheimer Quest Balanced Self Directed Equity Investments 4,922
Oracle Corp Self Directed Equity Investments 61,744
Parker & Parsley Pete Self Directed Equity Investments 265
Peoplesoft Inc Self Directed Equity Investments 10,656
Perceptron Inc Self Directed Equity Investments 35,200
Perot Systems Corp Self Directed Equity Investments 358
Pfizer Inc Self Directed Equity Investments 77,051
Pillowtex Corp Self Directed Equity Investments 98
Polymedica Industries Inc. Self Directed Equity Investments 4,625
Powertel Inc Self Directed Equity Investments 20,075
Priceline. Com Inc Self Directed Equity Investments 568
Primex Technology Self Directed Equity Investments 415
Proctor & Gamble Self Directed Equity Investments 11,392
Promix Inc. Self Directed Equity Investments 2,750
Puma Technology Corp Self Directed Equity Investments 5,225
Qualcomm Inc Self Directed Equity Investments 28,178
Quest Communications Int'l Inc Self Directed Equity Investments 7,310
Radisys Corp Self Directed Equity Investments 3,060
Real Networks Inc Self Directed Equity Investments 1,924
Recoton Corp Self Directed Equity Investments 216
</TABLE>
-17-
<PAGE> 19
<TABLE>
<CAPTION>
SCHEDULE 1
ROMAC INTERNATIONAL, INC.
401(k) RETIREMENT SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
---------------------------------------------------------------------------------------------------------------------------------
(c) Description of investment
including maturity date, rate of
(b) Identity of Issue, Borrower, Lessor or interest, collateral,
(a) Similar Party maturity value (d) Current Value
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Red Hot Inc Self Directed Equity Investments $ 12,252
RF Micro Devices Inc. Self Directed Equity Investments 4,789
Rhythms Net Connections Self Directed Equity Investments 310
Rite Aid Corp Self Directed Equity Investments 534
S3 Inc Self Directed Equity Investments 520
Safeguard Scientifcs Self Directed Equity Investments 16,300
Safeway Inc Self Directed Equity Investments 2,145
Sbc Communications Inc Self Directed Equity Investments 1,462
Schering Plough Corp Self Directed Equity Investments 10,593
Schlumberger Ltd Self Directed Equity Investments 5,612
SCI Sys Inc Self Directed Equity Investments 16,437
Seagate Technology Self Directed Equity Investments 1,210
Sears Roebuck Self Directed Equity Investments 7,441
Service Corp Int'l Self Directed Equity Investments 6,937
Siebel Systems Inc Self Directed Equity Investments 45,360
Sizzler Int'l Inc Self Directed Equity Investments 6,250
Solectron Corp Del Self Directed Equity Investments 2,853
Sonic Automotive Inc Self Directed Equity Investments 487
Southwest Airlines Co Self Directed Equity Investments 16,125
Spyglass Inc Self Directed Equity Investments 22,752
Staples Inc Self Directed Equity Investments 5,187
Starnet Communications Int'l Self Directed Equity Investments 2,695
State Street Corp Self Directed Equity Investments 14,676
Sterling Commerce Inc Self Directed Equity Investments 3,910
Storage Technolgy Self Directed Equity Investments 3,687
Streamline.com Inc Self Directed Equity Investments 342
Sun Microsystems Inc Self Directed Equity Investments 213,413
Talk Vusual Corp Self Directed Equity Investments 600
Tarrant Apparel Group Inc Self Directed Equity Investments 105
Texas Industrial Inc Self Directed Equity Investments 12,768
The Street Comic Self Directed Equity Investments 172
Time Warner Inc. Self Directed Equity Investments 14,476
Tommy Hilfiger Corp Self Directed Equity Investments 935
Tootsie Roll Industries Self Directed Equity Investments 329
Transportation Tech Ind Self Directed Equity Investments 596
Unisys Corp Self Directed Equity Investments 415
United Parcel Services Self Directed Equity Investments 24,840
United Retail Group Self Directed Equity Investments 330
United Stationers Inc. Self Directed Equity Investments 514
Univision Communications Self Directed Equity Investments 29,123
Unumprovident Corp Self Directed Equity Investments 16,031
US Airways Group Self Directed Equity Investments 256
</TABLE>
-18-
<PAGE> 20
<TABLE>
<CAPTION>
SCHEDULE 1
ROMAC INTERNATIONAL, INC.
401(k) RETIREMENT SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
---------------------------------------------------------------------------------------------------------------------------------
(c) Description of investment
including maturity date, rate of
(b) Identity of Issue, Borrower, Lessor or interest, collateral,
(a) Similar Party maturity value (d) Current Value
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
US Interactive Inc Self Directed Equity Investments $ 6,235
US Treasury Strips Self Directed Equity Investments 8,438
Usinternetworking Inc Self Directed Equity Investments 15,162
VA Linux Systems Inc Self Directed Equity Investments 2,066
Value City Dept Strs Inc Self Directed Equity Investments 484
Veritas Software Self Directed Equity Investments 7,156
Vitesse Semicond Ctr Corp Self Directed Equity Investments 3,146
Vodafone Group Plc Self Directed Equity Investments 30,937
Xerox Corp Self Directed Equity Investments 499
Wal Mart Stores Inc Self Directed Equity Investments 70,970
Walt Disney Self Directed Equity Investments 52,194
Warner Lambert Company Self Directed Equity Investments 4,096
Waste Management Inc Self Directed Equity Investments 8,593
Westaff Inc Self Directed Equity Investments 544
Williams Communications Group Self Directed Equity Investments 289
Worldgate Communications Inc Self Directed Equity Investments 9,512
WW Grainger Inc Self Directed Equity Investments 9,849
Yahoo Inc Self Directed Equity Investments 33,315
CMA Money Fund Self Directed Money Market Fund 715,335
Participant Loans Interest at 9.5% 593,704
--------------
$ 84,624,201
--------------
</TABLE>
* Represents a party-in-interest
-19-
<PAGE> 21
SIGNATURE
The plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
Romac International, Inc. 401(k) Retirement Savings Plan
--------------------------------------------------------
(Registrant)
June 30, 2000 /s/ William L. Sanders
------------- --------------------------------------------------------
(Date) William L. Sanders
Plan Administrator and Chief Financial Officer
<PAGE> 22
EXHIBIT INDEX
Number Exhibit Page
------ ------- ----
23 Consent of Independent Certified Public Accountants 1
