<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 13, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-------------------
ROMAC INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 59-3264661
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
120 WEST HYDE PARK, SUITE 150, TAMPA, FLORIDA 33606
(Address of Principal Executive Office) (Zip Code)
kforce.com EXECUTIVE INVESTMENT PLAN
(Full title of the plan)
-------------------
WILLIAM L. SANDERS
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
ROMAC INTERNATIONAL, INC.
120 WEST HYDE PARK, SUITE 150
TAMPA, FLORIDA 33606
(Name and address of agent for service)
(727) 577-9749
(Telephone number, including area code, of agent for service)
Copies of all communications to:
ROBERT J. GRAMMIG, ESQ.
HOLLAND & KNIGHT LLP
400 NORTH ASHLEY DRIVE
SUITE 2300
TAMPA, FLORIDA 33602
(813) 227-8500
If any of the securities being registered on this Form are to be
offered on delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, check the following box.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(2) PER UNIT OFFERING PRICE(3) FEE(3)
- --------------------------------- ----------------------- ----------------- ------------------- ------------------
<S> <C> <C> <C> <C>
Deferred Compensation $30,000,000 100% $30,000,000 $7,920
Obligations(1)
Common Stock, par value $0.01
per share 28,000 $12.6875 $355,250 $94
</TABLE>
(1) The Deferred Compensation Obligations are unsecured obligations of the
Registrant to pay deferred compensation in the future in accordance with
the terms of the kforce.com Deferred Compensation Plan.
(2) The amount to be registered includes $30,000,000 in Deferred Compensation
Obligation and 28,000 shares of common stock.
(3) Estimated solely for the purpose of calculating the registration fee. The
fee is based on 28,000 shares of common stock and $30,000,000 Deferred
Compensation Obligations.
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<PAGE> 2
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Registrant,
Romac International, Inc., a Florida corporation, are incorporated by reference
in this Registration Statement.
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998 (including information specifically incorporated by reference
into the Registrant's Form 10-K from the Registrant's definitive Proxy
Statement).
(b) The Registrant's Quarterly Report on Form 10-Q for the quarters
ended March 31, 1999, June 30, 1999 and September 30, 1999.
(c) The Registrant's Current Report on Form 8-K, filed November 19,
1999.
(d) All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
The securities being offered hereby are Deferred Compensation
Obligations (the "Obligations"). Pursuant to the Kforce.com Deferred
Compensation Plan, effective as of February 1, 2000 (the "Plan"), the Registrant
will provide individuals selected by the Registrant's Board of Directors
("Participants") the opportunity to defer payment of a specified portion of
their cash compensation. The amount of compensation to be deferred will be
determined by the elections of Participants in accordance with the Plan.
Participants will be able to choose from a variety of investment options
including a common stock fund which reflects the performance of the Registrant's
Common Stock. The Registrant will keep a bookkeeping account of the value of
Participants' deferred compensation and the account will be indexed to the
investment options chosen by each Participant. While the Obligations will not
actually be invested, the accounts will reflect investment earnings, gains and
losses of the selected investment options.
The Obligations other than those held in the Company Stock Long Term
Holding Account (as defined in the Plan) are payable in cash in accordance with
a payment schedule to be selected by individual Participants in accordance with
the Plan. The Registrant has created a nonqualified grantor trust, or "Rabbi
Trust" (the "Trust"), to provide funds for the payment of the Obligations. The
Trust will invest in life insurance on the lives of Participants. The assets of
the Trust are subject to the claims of general creditors of the Registrant,
therefore the Obligations will be unsecured obligations of the Registrant
ranking equally with other unsecured, unsubordinated indebtedness of the
Registrant. Amounts awarded by the Registrant as discretionary credit or
transfers of restricted stock or exercised stock options into the Plan are
deemed invested in the Company Stock Long Term Holding Account and will be
distributed in shares to the Registrant's Common Stock.
The Registrant reserves the right to amend or terminate the Plan at any
time, provided that amendment or termination will not result in a reduction of
the account balances of Participants. If the plan is terminated while a
Participant or Participant's beneficiary is receiving benefits under the Plan,
the balance of Participant's account will be paid out in a lump sum. The Plan
does not provide loans and Participant's rights to the Obligations may not be
used as collateral or assigned.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant is a Florida corporation. The Florida Business
Corporation Act, as amended (the "Florida Act"), provides that, in general, a
business corporation may indemnify any person who is or was a party to any
proceeding (other than an action by, or in the right of, the corporation) by
reason of the fact that he is or was a director or officer of the corporation,
against liability incurred in connection with such proceeding, including any
appeal thereof, provided certain standards are met, including that such officer
or director acted in good faith and in a manner he reasonably believed to be in,
or not opposed to, the best interests of the corporation, and provided further
that, with respect to any criminal action or proceeding, the officer or director
had no reasonable cause to believe his conduct was unlawful. In the case of
proceedings by or in the right of the corporation, the Florida Act provides
that, in general, a corporation may indemnify any person who was or is a party
to any such proceeding by reason of the fact that he is or was a director or
officer of the corporation against expenses and amounts paid in settlement
actually and reasonably incurred in connection with the defense or settlement of
such proceeding, including any appeal thereof, provided that such person acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the corporation, except that no indemnification shall
be made in respect of any claim as to which such person is adjudged liable
unless a court of competent jurisdiction determines upon application that such
person is fairly and reasonably entitled to indemnity. To the extent that any
officers or directors are successful on the merits or otherwise in the defense
of any of the proceedings described above, the Florida Act provides that the
corporation is required to indemnify such officers or directors against expenses
actually and reasonably incurred in connection therewith. However, the Florida
Act further provides that, in general, indemnification or advancement of
expenses shall not be made to or on behalf of any officer or director if a
judgment or other final adjudication establishes that his actions, or omissions
to act, were material to the cause of action so adjudicated and constitute: (i)
a violation of the criminal law, unless the director or officer had reasonable
cause to believe his conduct was lawful or had no reasonable cause to believe it
was unlawful; (ii) a transaction from which the director or officer derived an
improper personal benefit; (iii) in the case of a director, a circumstance under
which the director has voted for or assented to a distribution made in violation
of the Florida Act or the corporation's articles of incorporation; or (iv)
willful misconduct or a conscious disregard for the best interests of the
corporation in a proceeding by or in the right of the corporation to procure a
judgment in its favor or in a proceeding by or in the right of a shareholder.
Article V of the Registrant's Bylaws provides that the Registrant shall
indemnify any director, officer, employee or agent or any former director,
officer, employee or agent to the full extent permitted by Florida law. The
Registrant has purchased insurance with respect to, among other things, any
liabilities that may arise under the statutory provisions referred to above.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 kforce.com Deferred Compensation Plan.
5.1 Opinion of Holland & Knight LLP regarding legality of the
Deferred Compensation Obligations.
23.1 Consent of Holland & Knight LLP (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Powers of Attorney.
<PAGE> 4
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement.
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Securities and Exchange Commission by the Registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or 15(d) of the Securities
and Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities and
Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions (see Item 6) or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Romac International, Inc., a corporation organized and existing
under the laws of the State of Florida, certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Tampa, State of Florida,
on January 12, 2000.
ROMAC INTERNATIONAL, INC.
By: /s/ WILLIAM L. SANDERS
-------------------------------------
William L. Sanders, Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/s/ DAVID L. DUNKEL Chief Executive Officer and Director January 12, 2000
- ----------------------------- (principal executive officer)
David L. Dunkel
/s/ WILLIAM L. SANDERS Vice President and Chief Financial Officer January 12, 2000
- ----------------------------- (principal financial officer and principal
William L. Sanders accounting officer)
* Director January 12, 2000
- -----------------------------
Howard W. Sutter
Director January 12, 2000
*
- -----------------------------
John N. Allred
Director January 12, 2000
*
- -----------------------------
William R. Carey, Jr.
Director January 12, 2000
*
- -----------------------------
Richard M. Cocchiaro
Director January 12, 2000
*
- -----------------------------
Wayne D. Emigh
Director January 12, 2000
*
- -----------------------------
Todd W. Mansfield
Director January 12, 2000
*
- -----------------------------
Gordon Tunstall
Director January 12, 2000
*
- -----------------------------
Karl A. Vogeler
* By: /s/ WILLIAM L. SANDERS January 12, 2000
------------------------
William L. Sanders
Attorney-in-fact
</TABLE>
<PAGE> 6
INDEX OF EXHIBITS
4.1 kforce.com Deferred Compensation Plan.
5.1 Opinion of Holland & Knight LLP regarding legality of the
Deferred Compensation Obligations.
23.1 Consent of Holland & Knight LLP (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Powers of Attorney.
- -----------------------
<PAGE> 1
Exhibit 4.1
KFORCE.COM
EXECUTIVE INVESTMENT PLAN
EFFECTIVE FEBRUARY 1, 2000
<PAGE> 2
KFORCE.COM
EXECUTIVE INVESTMENT PLAN
I. PURPOSE AND EFFECTIVE DATE
1.1. PURPOSE. The kforce.com Executive Investment Plan has been
established by Romac International, Inc. (predecessor to
kforce.com) to attract and retain key management employees by
providing a tax-deferred capital accumulation vehicle, thereby
encouraging savings for retirement.
1.2. EFFECTIVE DATE. The Plan shall be effective February 1, 2000
and shall remain in effect until terminated in accordance with
Article 10.
1.3. PRIOR PLAN. The Plan is intended to replace the 401(k) Mirror
Plan. As of the Effective Date, every account balance under
the 401(k) Mirror Plan, determined as of January 31, 2000,
shall be transferred to this Plan, and the 401(k) Mirror Plan
shall no longer separately exist.
II. DEFINITIONS
When used in the Plan and initially capitalized, the following words
and phrases shall have the meanings indicated:
2.1. "Account" means the recordkeeping account established for each
Participant in the Plan for purposes of accounting for the
amount of Base Salary and Bonus deferred under Article 4,
transfers of restricted stock and exercised stock options, if
any, under Article 4, and Discretionary Credits, if any, to be
credited under Article 5, adjusted periodically to reflect
assumed investment return on such deferrals and credits in
accordance with Article 6.
2.2. "Administrator" means the Plan Administration Committee or
such other individual or committee appointed by the Board to
administer the Plan in accordance with Article 9.
2.3. "Affiliate" means (i) any corporation, partnership, joint
venture, trust, association or other business enterprise which
is a member of the same controlled group of corporations,
trades or businesses as the Company within the meaning of Code
Section 414, and (ii) any other entity that is designated as
an Affiliate by the Board.
2.4. "Base Salary" means a Participant's base salary or draw as
shown in the personnel records of the Company, and commissions
payable to a Participant who is a commissioned sales employee.
2.5. "Beneficiary" means the person or entity designated by the
Participant to receive the Participant's Plan benefits in the
event of the Participant's death. If the Participant does not
designate a Beneficiary, or if the Participant's designated
Beneficiary predeceases the Participant, the Participant's
estate shall be the Beneficiary under the Plan.
<PAGE> 3
2.6. "Board" means the Board of Directors of the Company.
2.7. "Bonus" means the annual bonus payable to a Participant as
incentive compensation as determined by the Company, and any
other bonus which the Administrator, in its sole discretion,
determines is eligible for deferral under the Plan.
2.8. "Change in Control" means the happening of any of the
following events:
(a) any person, including a "group" as defined in Section
13(d)(3) of the Securities Exchange Act of 1934, as
amended, becomes the beneficial owner of forty percent
or more of the total number of shares entitled to vote
in the election of directors of the Board,
(b) the Company is merged into any other company or
substantially all of its assets are acquired by any
other company, or
(c) three or more directors nominated by the Board to serve
as a director, each having agreed to serve in such
capacity, fail to be elected in a contested election of
directors.
2.9. "Code" means the Internal Revenue Code of 1986, as amended.
2.10. "Company" means Romac International, Inc. (predecessor to
kforce.com) and any successor thereto.
2.11. "Company Stock Long Term Holding Account" means the assumed
investment alternative under which all Discretionary Credits
and transfers, if any, of restricted stock or exercised stock
options shall be deemed invested. Any amounts deemed invested
in the Company Stock Long Term Holding Account shall be valued
in the same manner as amounts deemed invested in Company
common stock, and cannot be diversified into other investment
options. Amounts deemed invested in the Company Stock Long
Term Holding Account shall be distributed solely in shares of
Company common stock.
2.12. "Deferral Election" means the election made by an Eligible
Employee to defer Base Salary and/or Bonus in accordance with
Article 4.
2.13. "Disability" shall have the same meaning as permanent
disability under the Company long-term disability plan. For
purposes of this Plan, a Participant who is eligible for
disability benefits under the Company long-term disability
plan shall be treated as having terminated employment with the
Company.
2.14. "Discretionary Credit" means an amount credited to a
Participant's Account, as determined by the Company in its
sole discretion.
2.15. "Election Period" means the period specified by the
Administrator during which a Deferral Election may be made
with respect to Base Salary or Bonus payable for a Plan Year.
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<PAGE> 4
2.16. "Eligible Employee" means, with respect to any Plan Year,
unless determined otherwise by the Board, the following
classes of employees:
(a) Core employees of the Company whose projected Base
Salary for the Plan Year is at least $85,000;
(b) Billable hourly employees of the Company whose projected
annual compensation (including Base Salary and Bonus)
for the immediately preceding Plan Year is at least
$85,000;
(c) Commissioned sales employees of the Company whose
projected annual compensation (including Base Salary and
Bonus) for the immediately preceding Plan Year is at
least $85,000.
2.17. "401(k) Mirror Plan" means the Romac International, Inc.
Deferred Compensation Plan.
2.18. "Normal Retirement Age" means for any Plan Participant, the
later of the day following third anniversary of the date of
the Participant's initial Plan Participation, or the date on
which the Participant attains age 55. Any Participant who has
attained Normal Retirement Age and continues to meet the
eligibility requirements under the Plan may continue to defer
Base Salary and Bonus under this Plan.
2.19. "Participant" means an Eligible Employee who has elected to
defer Base Salary and/or Bonus under the Plan or who has been
credited with a Discretionary Credit.
2.20. "Plan" means the kforce.com Executive Investment Plan, as
amended from time to time.
2.21. "Plan Year" means the calendar year; provided, however, that
the first Plan Year shall commence on February 1, 2000 and end
on December 31, 2000.
2.22. "Retirement" means termination of employment with the Company
or its Affiliates on or after the Participant's Normal
Retirement Age.
2.23. "Valuation Date" means a date on which a Participant's Account
is valued, which shall be the last business day of each
calendar month, and such other dates as may be specified by
the Administrator.
III. PARTICIPATION
3.1. ELIGIBLE EMPLOYEES. An Eligible Employee shall become a
Participant in the Plan by filing a Deferral Election with the
Administrator in accordance with Article 4. An Eligible
Employee who is not otherwise a Participant in the Plan shall
become a Participant in the Plan on the date he or she is
credited with a Discretionary Credit.
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<PAGE> 5
3.2. 401(k) MIRROR PLAN PARTICIPANTS. Any individual with an
account balance under the 401(k) Mirror Plan as of January 31,
2000 shall become a Participant in this Plan automatically
effective February 1, 2000. Such Participant's account balance
under the 401(k) Mirror Plan, determined as of January 31,
2000, shall be transferred to the Plan as of February 1, 2000.
Accounts transferred under this Section 3.2 shall vest in
accordance with the terms of this Plan; provided that each
Participant's vested percentage in his or her 401(k) Mirror
Plan account transferred to this Plan shall never be less than
his or her vested percentage in such account under the terms
of the 401(k) Mirror Plan. An individual who becomes a
Participant under this Section 3.2 must submit an assumed
investment allocation election under Section 6.2 regardless of
whether he or she elects to defer any compensation under the
Plan.
3.3. ERISA APPLICATION. If the Administrator determines that
participation by one or more Participants shall cause the Plan
to be subject to Part 2, 3 or 4 of Title I of the Employee
Retirement Income Security Act of 1974, as amended, the entire
interest of such Participant or Participants under the Plan
shall be paid immediately to such Participant or Participants
or shall otherwise be segregated from the Plan in the
discretion of the Administrator, and such Participant or
Participants shall cease to have any interest under the Plan.
IV. DEFERRAL OF COMPENSATION, TRANSFERS OF STOCK OPTIONS AND RESTRICTED
STOCK
4.1. DEFERRAL OF BASE SALARY. An Eligible Employee may elect to
defer up to 100% of his or her Base Salary for a Plan Year by
filing a Deferral Election in accordance with Section 4.3. To
the extent provided by the Administrator, commissioned sales
employees may make separate Deferral Elections with respect to
draw and commissions.
4.2. DEFERRAL OF BONUS. An Eligible Employee may elect to defer up
to 100% of his or her Bonus for a Plan Year by filing a
Deferral Election in accordance with Section 4.3.
4.3. DEFERRAL ELECTIONS. A Participant's Deferral Election shall be
in writing, and shall be filed with the Administrator at such
time and in such manner as the Administrator shall provide,
subject to the following:
(a) A Deferral Election shall be made during the Election
Period established by the Administrator, which shall end
no later than the last day of the Plan Year preceding
the Plan Year in which Base Salary would otherwise be
payable and, in the case of Bonus, to which such Bonus
relates. With respect solely to the first Plan year of
the Plan, commencing February 1, 2000, the Election
Period shall end no later than January 31, 2000.
(b) Deferral Elections may be expressed as a percentage of
Base Salary or Bonus, within the limits provided under
the Plan.
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<PAGE> 6
(c) The minimum annual deferral under the Plan shall be
$2,500 and any Deferral Election that would provide a
lesser deferral for a Plan Year shall be disregarded for
such Plan Year.
(d) Notwithstanding the foregoing provisions of this Section
4.3, the Administrator, in its sole discretion, may
provide that a core employee who becomes an Eligible
Employee after the first day of a Plan Year may make a
Deferral Election within 30 days of first becoming an
Eligible Employee, which Deferral Election shall relate
to Base Salary and Bonus earned for periods after the
date such election is made.
Once made, a Deferral Election shall remain in effect for
subsequent Plan Years unless changed or revoked by the
Participant in accordance with rules established by the
Administrator. Any such modification or revocation shall be
effective for the Plan Year following the Plan Year in which
it is made; provided that such revocation shall become
effective as soon as practicable in the event it is made
because of the Participant's Disability or if the
Administrator, in its sole discretion, determines that the
Participant has suffered a severe financial hardship or a bona
fide administrative mistake was made. If a Deferral Election
is revoked in accordance with the preceding sentence, the
Participant may not make a new Deferral Election until the
election period established by the Administrator for making
deferrals for the next Plan Year.
4.4. CREDITING OF DEFERRAL ELECTIONS. The amount of Base Salary and
Bonus that a Participant elects to defer under the Plan shall
be credited by the Company to the Participant's Account as of
the first day of the month in which the Base Salary or Bonus
would have been payable absent the Deferral Election.
4.5. TRANSFERS OF RESTRICTED STOCK AND EXERCISED STOCK OPTIONS. The
Administrator, in its sole discretion, may permit a
Participant to transfer to the Plan certain restricted stock
and exercised stock options, provided the plans under which
the restricted stock or stock options were granted anticipate
and provide for the deferral of receipt of unrestricted stock
under such plans through such a transfer. Prior to any
transfer, the Participant must provide evidence satisfactory
to the Administrator that all criteria under the applicable
restricted stock plan or stock option plan for the deferral of
receipt of unrestricted stock that would otherwise occur under
such plan have been satisfied. Upon any transfer under this
Section 4.5, the Participant's interest in the transferred
restricted stock or exercised stock option shall be
represented solely by units of Company common stock and shall
be held in the Company Stock Long Term Holding Account.
Distribution of the units of Company common stock representing
any transfer under this Section 4.5 shall occur in accordance
with Article 7.
V. EMPLOYER CREDITS
5.1. DISCRETIONARY CREDITS. The Administrator may award a
Participant a Discretionary Credit in an amount determined by
the Administrator in its sole discretion. Discretionary
Credits shall be awarded in units of Company common stock. Any
such Discretionary Credit shall be credited to the
Participant's Account at the time determined by the
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<PAGE> 7
Administrator and shall be subject to such terms and
conditions as the Administrator may establish.
5.2. VESTING AND FORFEITURES. A Participant's Discretionary Credits
for any Plan Year shall become fully vested and nonforfeitable
on the date following the date the Participant completes three
years of continuous employment, commencing on the date such
discretionary Credits are awarded to the Participant. Subject
to Section 5.3, any portion of a Participant's Account that is
not vested upon the Participant's termination of employment
with the Company and its Affiliates shall be permanently
forfeited. Forfeited amounts shall be reallocated to all
remaining Plan Participants as of the Valuation Date
coincident with or next following the date of the forfeiture
in the same ratio that each Participant's Account balance, as
of such Valuation Date, bears to the total value of all
Account balances under the Plan, as of such Valuation Date.
5.3. ACCELERATION OF VESTING. Notwithstanding the provisions of
Section 5.2, a Participant's Discretionary Credits, if any,
shall become fully vested upon the following events:
(a) the Participant's Retirement;
(b) the Participant's Disability;
(c) the Participant's death;
(d) a Change in Control; or
(e) termination of the Plan under Article 10.
VI. PLAN ACCOUNTS
6.1. VALUATION OF ACCOUNTS. The Administrator shall establish an
Account for each Participant who has filed a Deferral Election
to defer Base Salary and/or Bonus or who has been awarded a
Discretionary Credit. As of each Valuation Date, the
Participant's Account shall be adjusted upward or downward to
reflect the following:
(a) each Participant's deferrals and Discretionary Credits
as set forth in Sections 4.4 and 5.2, respectively, made
during the valuation period to which such Valuation Date
applies, to be credited as of the beginning of the first
day of the valuation period;
(b) the investment return to be credited or debited, as
applicable, as of such Valuation Date pursuant to
Section 6.2;
(c) the amount of distributions under Article 7 or Article
8, if any, paid during the valuation period to which
such Valuation Date applies, to be credited as of the
beginning of the first day of the valuation period;
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<PAGE> 8
(d) the amount of forfeitures under Sections 5.2 or 7.4, if
any, occurring during the valuation period to which such
Valuation Date applies, to be credited as of the
beginning of the first day of the valuation period.
6.2. CREDITING OF INVESTMENT RETURN. As of each Valuation Date, a
Participant's Account balance shall be adjusted upward or
downward for increases and decreases in the fair market value
of the investments in which it is deemed invested, in
accordance with Section 6.3, during the period since the
immediately preceding Valuation Date. Such adjustment shall
reflect the Participant's pro rata share of fund investment
fees and maintenance fees, if any, for any funding vehicle
under any trust described in Section 11.3. The value of deemed
investments in Company common stock shall be determined based
on the closing NASDAQ price for a share of Company common
stock on each Valuation Date. A Participant's deemed
investment in Company common stock shall be adjusted to
reflect stock splits, combinations or subdivisions of shares,
recapitalization or other stock-related events that affect the
number of shares of Company common stock. Any such
stock-related event shall be reflected in the Participant's
Account as of the beginning of the first day of the month in
which it occurs. In addition, dividends paid on Company common
stock, if any, shall be deemed paid on amounts held under the
Company common stock assumed investment alternative as of the
beginning of the first day of the month in which such
dividends are paid. Such deemed dividends shall be treated as
if they were invested in additional Company common stock.
6.3. ASSUMED INVESTMENT ALTERNATIVES. The Administrator shall
designate the assumed investment alternatives that will be
available from time to time under the Plan for purposes of
measuring a Participant's investment return under Section 6.2.
Such assumed investment alternatives shall include an assumed
investment in Company common stock. Subject to such rules and
limitations as the Administrator may determine, each
Participant shall designate in his or her initial Deferral
Election one or more assumed investments established by the
Administrator under this Section 6.3 in which the amounts
credited to his or her Account shall be deemed invested. On or
before the first day of each month, a Participant may make a
new election with respect to the assumed investments in which
his Account shall be deemed invested in the future. Any such
election shall be made in the form and at the time specified
by the Administrator; and shall become effective as of the
first day of the month following the month in which it is
received. Notwithstanding any of the foregoing, Discretionary
Credits and transfers, if any, of restricted stock or
exercised stock options always shall be deemed to be invested
in the Company Stock Long Term Holding Account. In the event a
Participant fails to make a designation among the assumed
investment alternatives, the entire value of his or her
Account, other than Discretionary Credits and transfers, if
any, of restricted stock or exercised stock options, shall be
deemed to be invested in the money market fund assumed
investment alternative.
6.4. INVESTMENT ALTERNATIVES AFTER DEATH. For periods after the
Valuation Date coincident with or following a Participant's
death, the Participant's Account balance, other than amounts
deemed invested in the Company Stock Long Term Holding
Account, shall be treated as if it were invested in a fixed
interest rate account at prevailing short-term interest rates,
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<PAGE> 9
as determined by the Administrator. Beneficiaries shall not be
permitted to make elections with respect to assumed investment
alternatives under the Plan.
6.5. QUARTERLY STATEMENT OF ACCOUNT. As soon as practicable after
the close of each calendar quarter, the Administrator shall
prepare and deliver to each Participant a statement of such
Participant's Account balance as of the Valuation Date
occurring on the last day of such calendar quarter. In the
event of a Participant's Retirement, Disability, death or
termination of employment, a statement of account shall be
prepared for such Participant as of the Valuation Date
coincident with or next following such event.
VII. PAYMENT OF BENEFITS
7.1. IN-SERVICE DISTRIBUTION AT A SPECIFIC FUTURE DATE. A
Participant may elect to receive scheduled in-service
distributions from the Plan under one or both of the following
methods:
(a) At the time a Participant initially elects to
participate in the Plan, the Participant may elect one
or more future Valuation Dates on which all or a portion
of his or her vested Account as of such date shall be
paid. Any such future date shall be a Valuation Date in
a specific future year which is at least two Plan Years
after the Plan Year for which the initial Deferral
Election is made; provided, however, only one
distribution per Plan Year may be elected under this
Section 7.1(a); provided, further that, if the
Participant elects a distribution at one or more
specific future dates and has a termination of
employment prior to any such date, distribution shall
commence pursuant to Sections 7.2, 7.3, 8.1 or 8.2, as
applicable. A distribution election under this Section
7.1 may be extended once to a Valuation Date in a future
Plan Year, or revoked by filing an extension or
revocation election with the Administrator at least 12
months prior to the first day of the Plan Year in which
the distribution under this Section 7.1(a) is scheduled
to take place.
(b) During the Election Period for any Plan Year, the
Participant may elect a future Valuation Date on which
amounts deferred under the Participant's Deferral
Election for that Plan Year, and any Discretionary
Credits awarded in that Plan Year which have vested,
adjusted for investment experienced gains or losses,
shall be paid. Any such future date shall be a Valuation
Date in a specific future year which commences one year,
two years or three years following the first day of the
Plan Year for which such Deferral Election applies. If
the Participant elects a distribution at a specific
future date under this Section 7.1(b) and has a
termination of employment prior to such date,
distribution shall commence pursuant to Sections 7.2,
7.3, 8.1 or 8.2, as applicable.
7.2. DISTRIBUTION UPON RETIREMENT OR DISABILITY. If a Participant
terminates employment with the Company and Affiliates by
reason of Retirement or Disability, distribution of the
Participant's Account shall be made or commence as soon as
8
<PAGE> 10
administratively practicable after such termination.
Distribution under this Section 7.2 shall be made (i) in a
lump-sum payment or (ii) in annual installments for 5, 10 or
15 years, as elected by the Participant. A Participant may
change the time and form of his or her distribution election
under this Section 7.2 by filing a new election with the
Administrator; provided, however, that any election that has
not been on file with the Administrator at least 12 months
prior to the first day of the Plan Year in which the
Participant's termination of employment occurs shall be void
and disregarded. Notwithstanding the foregoing, a Participant
whose termination of employment occurs by reason of Disability
may request that the Administrator distribute the
Participant's Account in a lump-sum payment following such
termination of employment, in which case the Administrator, in
its sole discretion, shall determine whether to make payment
in a lump sum. If the Participant does not have a valid
election on file with the Administrator at the time of
Retirement or Disability, the Participant's Account shall be
paid in a lump sum.
7.3. DISTRIBUTION ON OTHER TERMINATION OF EMPLOYMENT. If a
Participant's employment with the Company or Affiliates
terminates for any reason other than Retirement, Disability or
death, distribution of the Participant's vested Account shall
be made or commence as soon as administratively practicable
after such termination. Distribution of the Participant's
vested Account under this Section 7.3 shall be made (i) in a
lump-sum payment or (ii) in annual installments of up to 5
years, as elected by the Participant. A Participant may change
the time and form of his or her distribution election under
this Section 7.3 by filing a new election with the
Administrator; provided, however, that any election that has
not been on file with the Administrator at least 12 months
prior to the first day of the Plan Year in which the
Participant's termination of employment occurs shall be void
and disregarded. If the Participant does not have a valid
election on file with the Administrator at the time of
termination of employment, the Participant's vested Account
shall be paid in a lump sum.
7.4. UNSCHEDULED WITHDRAWAL. Prior to the date otherwise scheduled
for payment under the Plan, a Participant may request a
withdrawal of all or a portion of his or her vested Account,
by filing with the Administrator at any time an election
specifying the amount of the vested Account to be withdrawn.
Payment of such amount, adjusted by the amount forfeited in
subsection (a) below, shall be made as of the first Valuation
Date administratively practicable after such request is
received, and shall be subject to the following:
(a) An amount equal to 10% of the withdrawal requested shall
be debited to the Participant's vested Account and
permanently forfeited.
(b) Any request submitted under this Section 7.4 after the
Participant has terminated employment must be for his or
her entire Account balance, which shall be paid in a
lump sum.
(c) Any Deferral Election in effect at the time of such
withdrawal shall be void after such withdrawal.
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<PAGE> 11
(d) The Participant shall not be eligible to file a new
Deferral Election until the Election Period for the Plan
Year commencing at least one year after such withdrawal.
7.5. UNFORESEEABLE EMERGENCY. Prior to the date otherwise scheduled
for payment under the Plan, upon showing an unforeseeable
emergency, a Participant, or Beneficiary in the event of the
Participant's death, may request that the Administrator
accelerate payment of all or a portion of his or her vested
Account in an amount not exceeding the amount necessary to
meet the unforeseeable emergency. For purposes of the Plan, an
unforeseeable emergency means an unanticipated emergency that
is caused by an event beyond the control of the Participant
and that would result in severe financial hardship to the
Participant if early withdrawal were not permitted. The
Administrator, in its sole discretion, shall make the
determination of an unforeseeable emergency, based on such
information as the Administrator shall deem to be necessary.
Any accelerated payment made under this Section 7.5 shall not
be subject to the withdrawal provisions of Section 7.4.
7.6. TIME AND FORM OF ELECTIONS. All distribution and withdrawal
elections under this Article 7 shall be made at the time and
in the form established by the Administrator and shall be
subject to such other rules and limitations that the
Administrator, in its sole discretion, may establish.
7.7. FORM OF PAYMENT. All distributions and withdrawals, other than
those made from the Company Stock Long Term Holding Account,
shall be made in cash. Distributions from the Company Stock
Long Term Holding Account shall be made in shares of Company
common stock.
VIII. DEATH BENEFITS
8.1. DEATH PRIOR TO TERMINATION OF EMPLOYMENT. Subject to Section
8.3, if a Participant dies prior to his or her termination of
employment, the Participant's Beneficiary shall receive a
survivor benefit in an amount equal to the sum of:
(a) the Participant's Account balance as of the Valuation
Date coincident with or next preceding the Participant's
date of death, PLUS
(b) the Participant's total Base Salary and Bonus deferrals
under the Plan, multiplied by two.
Such survivor benefit shall be paid in a single lump sum as
soon as practicable following the Participant's death.
8.2. DEATH AFTER TERMINATION OF EMPLOYMENT. Subject to Section 8.3,
if a Participant terminates employment for any reason, and
dies prior to the time his or her Account balance has been
fully distributed, the Participant's Beneficiary shall receive
the remaining portion of the Participant's Account at the
regularly-scheduled date of payment for any remaining payments
of the Participant's Account.
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<PAGE> 12
8.3. OTHER CONDITIONS. Notwithstanding the foregoing provisions of
this Article 8, if the Participant's death occurs within two
years of initial Plan participation, and such death occurs by
reason of suicide (as reported on the Participant's death
certificate or determined by the Administrator in good faith),
the Participant's Beneficiary shall receive solely the
Participant's Account balance as of the Valuation Date
coincident with or next following the date of his or her death
in full satisfaction of the Company's obligations under the
Plan.
8.4. ADMINISTRATOR DISCRETION REGARDING FORM. Notwithstanding the
foregoing provisions of this Article 8, a Beneficiary may
request that the Administrator approve an alternate form of
payment of survivor benefits under this Article 8, which
request may be granted in the sole discretion of the
Administrator.
IX. ADMINISTRATION
9.1. AUTHORITY OF ADMINISTRATOR. The Administrator shall have full
power and authority to carry out the terms of the Plan. The
Administrator's interpretation, construction and
administration of the Plan, including any adjustment of the
amount or recipient of the payments to be made, shall be
binding and conclusive on all persons for all purposes.
Neither the Company, including its officers, employees or
directors, nor the Administrator or the Board or any member
thereof, shall be liable to any person for any action taken or
omitted in connection with the interpretation, construction
and administration of the Plan.
9.2. PARTICIPANT'S DUTY TO FURNISH INFORMATION. Each Participant
shall furnish to the Administrator such information as it may
from time to time request for the purpose of the proper
administration of this Plan. In the event a Participant fails
to provide such information, all obligation of the
Administrator, the Company and any of its Affiliates to such
Participant shall be deemed satisfied, until such information
is provided.
9.3. CLAIMS PROCEDURE. If a Participant or Beneficiary ("Claimant")
is denied all or a portion of an expected benefit under this
Plan for any reason, he or she may file a claim with the
Administrator. The Administrator shall notify the Claimant
within 90 days of allowance or denial of the claim, unless the
Claimant receives written notice from the Administrator prior
to the end of the 90-day period stating that special
circumstances require an extension (of up to 90 additional
days) of the time for decision. The notice of the decision
shall be in writing, sent by mail to Claimant's last known
address, and if a denial of the claim, shall contain the
following information: (a) the specific reasons for the
denial; (b) specific reference to pertinent provisions of the
Plan on which the denial is based; and (c) if applicable, a
description of any additional information or material
necessary to perfect the claim, an explanation of why such
information or material is necessary, and an explanation of
the claims review procedure. A Claimant is entitled to request
a review of any denial of his or her claim by the Board. The
request for review must be submitted within 60 days of mailing
of notice of the denial. Absent a request for review within
the 60-day period, the claim shall be deemed to be
conclusively denied. The Claimant or his or her
representatives shall be entitled to review all pertinent
documents, and to submit issues and comments orally and in
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<PAGE> 13
writing. The Board shall render a review decision in writing
within 60 days after receipt of a request for a review;
provided that, in special circumstances the Board may extend
the time for decision by not more than 60 days upon written
notice to the Claimant. The Claimant shall receive written
notice of the Board's review decision, together with specific
reasons for the decision and reference to the pertinent
provisions of the Plan.
X. AMENDMENT AND TERMINATION
The Board may amend or terminate the Plan at any time; provided,
however, that no such amendment or termination shall have a material
adverse effect on any Participant's rights under the Plan accrued as of
the date of such amendment or termination. Upon termination of the
Plan, the Board shall cause a lump-sum payment of all benefits for all
Participants at substantially the same time.
XI. MISCELLANEOUS
11.1. NO IMPLIED RIGHTS; RIGHTS ON TERMINATION OF SERVICE. Neither
the establishment of the Plan nor any amendment thereof shall
be construed as giving any Participant, Beneficiary or any
other person any legal or equitable right unless such right
shall be specifically provided for in the Plan or conferred by
specific action of the Board or the Administrator in
accordance with the terms and provisions of the Plan. Except
as expressly provided in this Plan, neither the Company nor
any of its Affiliates shall be required or be liable to make
any payment under the Plan.
11.2. NO EMPLOYMENT RIGHTS. Nothing herein shall constitute a
contract of employment or of continuing service or in any
manner obligate the Company or any Affiliate to continue the
services of any Participant, or obligate any Participant to
continue in the service of the Company or Affiliates, or as a
limitation of the right of the Company or Affiliates to
discharge any of their employees, with or without cause.
11.3. UNFUNDED PLAN. No funds shall be segregated or earmarked for
any current or former Participant, Beneficiary or other person
under the Plan. However, the Company may establish one or more
trusts to assist in meeting its obligations under the Plan,
the assets of which shall be subject to the claims of the
Company's general creditors. No current or former Participant,
Beneficiary or other person, individually or as a member of a
group, shall have any right, title or interest in any account,
fund, grantor trust, or any asset that may be acquired by the
Company in respect of its obligations under the Plan (other
than as a general creditor of the Company with an unsecured
claim against its general assets). The Company may also choose
to use life insurance to assist it in meeting its obligations
under the Plan. As a condition of participation in the Plan,
each Participant agrees to execute any documents that may be
required in connection with obtaining such insurance and to
cooperate with any life insurance underwriting requirements;
provided, however, that a Participant shall not be required to
undergo a medical examination in connection therewith.
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<PAGE> 14
11.4. NONTRANSFERABILITY. Prior to payment thereof, no benefit under
the Plan shall be assignable or subject to any manner of
alienation, sale, transfer, claims of creditors, pledge,
attachment or encumbrances of any kind, except pursuant to a
domestic relations order awarding benefits to an "alternate
payee" (within the meaning of Code Section 414(p)(8)) that the
Administrator determines satisfies the criteria set forth in
paragraphs (1), (2) and (3) of Code Section 414(p) (a "DRO").
Notwithstanding any provision of the Plan to the contrary, the
Plan benefits awarded to an alternate payee under a DRO shall
be paid in a single lump sum to the alternate payee as soon as
administratively practicable following the date the
Administrator determines the order is a DRO.
11.5. WITHHOLDING. To the extent required by applicable law, the
Company shall withhold any taxes required to be withheld on
any deferrals under the Plan by any Federal, state or local
government. To the extent possible, such withholding shall be
taken from the Participant's compensation remaining after any
deferral under this Plan for any pay period. In the event the
Participant's remaining compensation is insufficient to
satisfy the withholding requirements, the Administrator
reserves the right to reduce the Participant's Deferral
Election, as necessary, to satisfy the withholding
requirements. Alternatively, the Administrator, in its sole
discretion, may accept payment from the Participant in an
amount satisfying the withholding requirement.
11.6. SUCCESSORS AND ASSIGNS. The rights, privileges, benefits and
obligations under the Plan are intended to be, and shall be
treated as legal obligations of and binding upon the Company,
its successors and assigns, including successors by merger,
consolidation, reorganization or otherwise.
11.7. APPLICABLE LAW. This Plan is established under and will be
construed according to the laws of the State of Florida, to
the extent not preempted by the laws of the United States.
* * *
IN WITNESS WHEREOF, the undersigned has caused this Plan to be executed
this 4th day of January, 2000.
ROMAC INTERNATIONAL, INC.
By______________________________________
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Exhibit 5.1
[LETTERHEAD OF HOLLAND & KNIGHT LLP]
January 12, 2000
Romac International, Inc.
120 West Hyde Park Place, Suite 150
Tampa, Florida 33604
Re: Registration Statement on Form S-8
Gentlemen:
We refer to the Registration Statement (the "Registration Statement")
on Form S-8 filed today by Romac International, Inc., a Florida corporation (the
"Company"), with the Securities and Exchange Commission, for the purpose of
registering under the Securities Act of 1933, as amended, an aggregate of
$30,000,000 Deferred Compensation Obligations (the "Obligations") and an
aggregate of 28,000 shares (the "Shares") of the authorized common stock, par
value $.01 per share, offered to certain employees of the Company pursuant to
the Company's kforce.com Deferred Compensation Plan (the "Plan").
In connection with the foregoing registration, we have acted as counsel
for the Company and have examined originals, or copies certified to our
satisfaction, of such corporate records of the Company, certificates of public
officials, and representatives of the Company, and other documents as we deemed
necessary to deliver the opinion expressed below.
Based upon the foregoing, and having regard for legal considerations
that we deem relevant, it is our opinion that:
1. Upon completion of the actions being taken or contemplated to be
taken in administering the Plan, the Obligations will be valid and binding
obligations of the Company, enforceable in accordance with their terms, except
as enforcement thereof may be limited by bankruptcy, garnishment or other
creditors' rights.
2. The Shares will be, when and if issued in accordance with the
exercise of options granted under the Plan, duly authorized, validly issued, and
fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
HOLLAND & KNIGHT LLP
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our reports dated February 26, 1999
relating to the financial statements and financial statement schedule of Romac
International, Inc., which appear in Romac International, Inc.'s Annual Report
on Form 10-K for the year ended December 31, 1998.
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Tampa, Florida
January 10, 2000
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
WHEREAS, ROMAC INTERNATIONAL, INC., a Florida corporation (herein
referred to as the "Company") is to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
Registration Statement on Form S-8 relating to the deferral of up to $30,000,000
of compensation to be offered under the Kforce.com Deferred Compensation Plan;
and
WHEREAS, each of the undersigned holds the office or offices in the
Company herein below set forth opposite his or her name, respectively.
NOW, THEREFORE, each of the undersigned hereby constitutes and appoints
David L. Dunkel, William L. Sanders and Eileen Kelly, and each of them
individually, his or her attorney, with full power to act for him or her and in
his or her name, place and stead, to sign his or her name in the capacity or
capacities set forth below to the Form S-8 Registration Statement relating to
the deferral of up to $30,000,000 of compensation to be offered under the
Deferred Compensation Plan and to any and all amendments (including
post-effective amendments) to such Registration Statement, and hereby ratifies
and confirms all that said attorney may or shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of
this 24th day of December, 1999.
<TABLE>
<CAPTION>
<S> <C> <C>
David L. Dunkel Chairman of the Board and Chief Executive
Officer /s/ DAVID L. DUNKEL
-----------------------------
William L. Sanders Chief Financial Officer, Vice President
and Secretary /s/ WILLIAM L. SANDERS
-----------------------------
Eileen Kelly Treasurer and Assistant Secretary /s/ EILEEN KELLY
-----------------------------
Howard W. Sutter Director and Divisional President of
Human Resources /s/ HOWARD W. SUTTER
-----------------------------
Richard M. Cocchiaro Director /s/ RICHARD M. COCCHIARO
-----------------------------
Gordon Tunstall Director /s/ GORDON TUNSTALL
-----------------------------
W. R. Carey, Jr. Director /s/ W. R. CAREY, JR.
-----------------------------
Todd W. Mansfield Director /s/ TODD W. MANSFIELD
-----------------------------
Karl A. Vogeler Director /s/ KARL A. VOGELER
-----------------------------
John N. Allred Director /s/ JOHN N. ALLRED
-----------------------------
Wayne D. Emigh Director /s/ WAYNE D. EMIGH
-----------------------------
</TABLE>
