UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JANUARY 5, 2005
TEAMSTAFF, INC.
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(Exact name of registrant as specified in its charter)
COMMISSION FILE NUMBER: 0-18492
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NEW JERSEY 22-1899798
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
300 ATRIUM DRIVE
SOMERSET, NJ 08873
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(Address and zip code of principal executive offices)
(732) 748-1700
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(Registrant's telephone number, including area code)
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FOLLOWING PROVISIONS:
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CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
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ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
Effective January 5, 2005, Mr. Martin J. Delaney, who had served as an
independent member of the Board of Directors of TeamStaff, Inc.
("TeamStaff"), became an employee of TeamStaff. Mr. Delaney will continue
to serve as a member of TeamStaff's Board of Directors, however, such
service will be in a non-independent capacity. Accordingly, effective
January 5, 2005, Mr. Delaney resigned from his service as the Chairman of
the Audit Committee and as a member of the Audit Committee and the
Management Resources and Compensation Committee of TeamStaff's Board of
Directors. The Board of Directors intends to name the replacements for Mr.
Delaney on such committees at its next scheduled meeting. The Nominating
and Corporate Governance Committee has voted to recommend to the Board of
Directors that Mr. Delaney be appointed a Senior Vice President of
TeamStaff.
Biographical Information. Martin J. Delaney, originally joined
TeamStaff's Board of Directors in July 1998. Mr. Delaney is an attorney and
a prominent healthcare executive who began his hospital management career
in 1971 as an Assistant Administrator at Nassau County Medical Center. He
has been a director of a large regional Health Maintenance Organization on
Long Island, the Hospital Association of New York State, the Greater New
York Hospital Association, and chairman of the Nassau-Suffolk Hospital
Council. He has been President, CEO and a director of Winthrop University
Hospital, Winthrop South Nassau University Health Care Systems, and the
Long Island Health Network. He has a graduate degree in health care
management from The George Washington University and a law degree from St.
John's University. He has been admitted to practice in New York State and
federal courts. Mr. Delaney is 61 years old.
Employment Arrangements. Mr. Delaney agreed to the terms of employment
on an at-will basis as set forth in an offer letter dated January 5, 2005.
The following is a description of the terms of Mr. Delaney's employment:
o Mr. Delaney's employment is on an at-will basis. Mr.
Delaney's annualized base salary will be $140,000. During
the term of his employment, he will be paid incentive
compensation monthly consisting of one percent of actual
revenue received by TeamStaff for "covered sales." After
the termination of his employment, he will continue to
receive such incentive compensation for the duration of the
initial term of any existing agreement between TeamStaff
and the client. "Covered sales" shall include all revenue
received by TeamStaff following a presentation by Mr.
Delaney of TeamStaff's vendor management system and menu of
services to a prospective client and the prospective
client's entry into a contract for such system during the
term of his employment, or any incremental increase in
revenue from an existing client as a result of its entry
into a contract with TeamStaff for vendor management
services during the term of Mr. Delaney's employment after
a presentation by Mr. Delaney.
o Subject to Board approval, Mr. Delaney will be entitled to
receive options to purchase 100,000 shares of our common
stock at an exercise price equal to the closing price of
our common stock on that date. The options shall vest as
follows: 50,000 shares shall vest on the first anniversary
of the commencement of his employment and the balance of
50,000 options shall vest on the second anniversary of the
commencement of his employment.
o In the event that Mr. Delaney's employment with TeamStaff
terminates, but he either: (a) remains a director of the
TeamStaff or (b) is nominated for re-election at
TeamStaff's next annual meeting of shareholders but is not
re-elected, TeamStaff will pay Mr. Delaney at or near the
close of each fiscal year during his period of membership
on the Board (or what would have been his period of
membership had he been re-elected) an amount equal to the
difference between (A) any amounts he receives (or would
have received had he been re-elected) under the Board's
then-current non-employee director cash compensation policy
during such fiscal year and (B) the amount he would have
received under the Board's then-current non-employee
director cash compensation policy had he been Chairman of
the Audit Committee and a member of the Management
Resources and Compensation Committee as well as a board
member during such fiscal year. Notwithstanding the
foregoing, however, these payments will not be provided
should he resign, die or otherwise be removed from the
Board or, in any event, for any period beyond the
expiration of the term of the class of directors elected at
TeamStaff's next annual meeting of shareholders.
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o Mr. Delaney will be entitled to standard benefits available
to TeamStaff's employees and will be subject to
confidentiality, non-solicitation and non-competition
obligations.
SIGNATURE
TEAMSTAFF, INC.
By: /s/ Edmund C. Kenealy
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Name: Edmund C. Kenealy
Title: Vice President, General Counsel and
Secretary
Date: January 11, 2005
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