SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14(a)-12
UNIFORCE SERVICES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) filing Proxy Statement, if other than Registrant)
Payment of filing fee (check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
-2-
UNIFORCE SERVICES, INC.
415 Crossways Park Drive
Woodbury, New York 11797
-------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
-------------------
To the Shareholders of Uniforce Services, Inc.
Please take notice that the Annual Meeting of Shareholders of Uniforce
Services, Inc., a New York corporation (the "Company"), will be held at The
Garden City Hotel, 45 Seventh Street, Garden City, New York 11530, on Tuesday,
June 11, 1996 at 10:00 A.M. for the following purposes:
1. To elect a board of six directors for a term of one year.
2. To consider and act upon a proposal to approve the grant of
stock options to two executive officers of the Company.
3. To ratify the appointment of KPMG Peat Marwick LLP as
independent auditors for the year ending December 31, 1996.
4. To transact such other business as may properly come before
the meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on April 26,
1996 as the record date for the purpose of determining the shareholders entitled
to notice of, and to vote at, the meeting.
YOU ARE EARNESTLY REQUESTED, WHETHER OR NOT YOU PLAN TO BE PRESENT AT
THE MEETING, TO MARK, DATE, SIGN AND RETURN PROMPTLY THE ACCOMPANYING PROXY IN
THE ENCLOSED ENVELOPE TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN THE
UNITED STATES.
You may revoke your proxy for any reason at any time prior to the
voting thereof, and if you attend the meeting in person you may withdraw the
proxy and vote your own shares.
By Order of the Board of Directors,
DIANE J. GELLER,
Secretary
Woodbury, New York
April 29, 1996
ANNUAL MEETING OF SHAREHOLDERS
OF
UNIFORCE SERVICES, INC.
-------------------
PROXY STATEMENT
-------------------
The proxy accompanying this proxy statement (the "Proxy Statement") is
solicited by the Board of Directors (the "Board of Directors") of Uniforce
Services, Inc., a New York corporation (the "Company"), for use at the Annual
Meeting of Shareholders (the "Annual Meeting") to be held at The Garden City
Hotel, 45 Seventh Street, Garden City, New York 11530, on Tuesday, June 11, 1996
at 10:00 A.M. and at any adjournment or adjournments thereof. All proxies in the
accompanying form that are properly executed and duly returned will be voted in
accordance with the instructions specified therein. If no instructions are
given, such proxies will be voted in accordance with the recommendations of the
Board of Directors as indicated in this Proxy Statement. A proxy may be revoked
at any time prior to its exercise by written notice to the Company, by
submission of another proxy bearing a later date or by voting in person at the
Annual Meeting. Such revocation will not affect a vote on any matters taken
prior thereto. The mere presence at the Annual Meeting of the person appointing
a proxy will not revoke the appointment. A majority of the outstanding shares
will constitute a quorum at the Annual Meeting. Abstentions and broker non-votes
are counted for purposes of determining the presence or absence of a quorum for
the transaction of business. Abstentions are counted in tabulations of the vote
cast on proposals presented to shareholders, whereas broker non-votes are not
counted for purposes of determining whether a proposal has been approved.
Proxies marked as abstaining with respect to the proposals approving the grant
of stock options to two executive officers of the Company and ratifying the
appointment of independent auditors will have the effect of a vote against such
proposals.
The approximate date of mailing of this Proxy Statement and the
accompanying proxy to shareholders is May 8, 1996.
VOTING SECURITIES -- RECORD DATE
Only holders of the Company's Common Stock, $.01 par value (the "Common
Stock"), of record at the close of business on April 26, 1996 will be entitled
to notice of and to vote at the Annual Meeting or at any adjournment or
adjournments thereof. On that date, 2,996,538 shares of Common Stock were issued
and outstanding. Each outstanding share entitles the holder thereof to one vote.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information at April 26, 1996 as
to the Common Stock beneficially owned by directors, executive officers and all
directors and executive officers of the Company as a group and by certain
principal shareholders.
Number of Shares and Nature Percent of
Name and Address of Beneficial Owner of Beneficial Ownership(1) Class(2)
- --------------------------------------------------- ---------------------------------- ---------------------=
John Fanning(3)....................................... 1,849,925(4) 60.4%
415 Crossways Park Drive
Woodbury, NY 11797
Dimensional Fund Advisors Inc.(5)..................... 223,000(5) 7.4%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
Rosemary Maniscalco .................................. 49,430(6) 1.6%
Harry V. Maccarrone.................................. 31,184(7) 1.0%
Gordon Robinett....................................... 7,970(8) (9)
John H. Brinckerhoff.................................. 5,108(8) (9)
Daniel Raynor......................................... 5,000(8) (9)
Joseph A. Driscoll.................................... 6,000(8) (9)
Diane J. Geller....................................... 0 ----
Directors and executive officers as a group (8 1,954,617(10) 62.1%
persons) ..........................................
(1) Each director and officer exercises sole voting and dispositive power with
respect to the shares beneficially owned by him or her.
(2) Assumes the issuance on April 26, 1996 of the shares of Common Stock
subject to options (exercisable within 60 days after such date) held by
each of the named individuals or the directors and executive officers as a
group for purposes of calculating the respective percentages of Common
Stock owned by such individuals or by the directors and executive officers
as a group.
(3) Under the rules and regulations of the Securities and Exchange Commission
(the "Commission"), Mr. Fanning may be deemed a "control person" of the
Company.
(4) Includes 64,000 shares of Common Stock deemed to be beneficially owned by
Mr. Fanning by reason of his right to acquire such shares within 60 days
after April 26, 1996 through the exercise of stock options granted to him
pursuant to stock option plans of the Company (collectively, the "Plans").
(5) Dimensional Fund Advisors Inc. ("Dimensional"), an investment adviser
registered under the Investment Advisers Act of 1940 (the "Advisers Act"),
is deemed to have beneficial ownership of 223,000 shares of Common Stock as
of December 31, 1995, all of which shares are held in portfolios of DFA
Investment Dimensions Group Inc., a registered open-end investment company,
-2-
or in series of the DFA Investment Trust Company, a Delaware business
trust, or the DFA Group Trust and DFA Participation Group Trust, investment
vehicles for qualified employee benefit plans, all of which Dimensional
Fund Advisors Inc. serves as investment manager. Dimensional exercises sole
dispositive power with respect to the 223,000 shares and sole voting power
with respect to 182,100 of said shares. Dimensional disclaims beneficial
ownership of all such shares. This information is derived from
Dimensional's Schedule 13G dated February 7, 1996 filed with the Commission
and information supplied to the Company by Dimensional.
(6) Includes 37,750 shares of Common Stock deemed to be beneficially owned by
Ms. Maniscalco by reason of her right to acquire such shares within 60 days
after April 26, 1996 through the exercise of stock options granted to her
pursuant to the Plans.
(7) Includes 30,125 shares of Common Stock deemed to be beneficially owned by
Mr. Maccarrone by reason of his right to acquire such shares within 60 days
after April 26, 1996 through the exercise of stock options granted to him
pursuant to the Plans.
(8) Includes 6,000 shares of Common Stock deemed beneficially owned by such
director by reason of his right to acquire such shares within 60 days after
April 26, 1996 through the exercise of stock options granted to him
pursuant to the Plans.
(9) Less than 1% of the number of outstanding shares of Common Stock at April
26, 1996.
(10) Includes an aggregate of 151,875 shares of Common Stock deemed to be
beneficially owned by directors and officers of the Company by reason of
their right to acquire such shares within 60 days after April 26, 1996
through the exercise of stock options granted to them pursuant to the
Plans.
-3-
The following table sets forth certain information as to the Common
Stock that may be beneficially owned by two shareholders of the Company. Such
information is derived from filings with the Commission made prior to the
Company's Offer to Purchase for Cash up to 1,250,000 Shares of its Common Stock
(the "Offer") completed on January 10, 1996. Such information does not give
effect to the tender, if any, by such beneficial owner of shares of Common Stock
pursuant to the Offer. The Company believes that some portion of such shares has
been tendered by at least one of such beneficial owners.
Number of Shares and Nature
Name and Address of Beneficial Owner of Beneficial Ownership Percent of Class
------------------------------------ ----------------------- ----------------
Melhado, Flynn & Associates Inc.(1) 707,128(1) 23.6%
530 Fifth Avenue - 2nd Floor
New York, New York 10036
Combined Capital Management(2) 411,950(2) 13.7%
614 East High Street
Charlottesville, Virginia 22902
- ----------------------
(1) Melhado, Flynn & Associates Inc. ("Melhado") is a broker-dealer registered
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and an investment adviser registered under the Advisers Act. Melhado
exercises shared dispositive power with respect to the 707,128 shares of
Common Stock shown in the table above. This information is derived from
Melhado's Schedule 13G dated December 20, 1988 filed with the Commission.
(2) Combined Capital Management ("Combined") is an investment adviser
registered under the Advisers Act which, together with (i) its proprietors,
William P. Frankenhoff, Roy Van Arsdel Whisnand, Jr. and Benjamin Brewster,
and (ii) Rangeley Partners L.P. ("Rangeley"), a limited partnership the
general partners of which are Messrs. Frankenhoff, Whisnand and Brewster,
constitute a "group" for purposes of Section 13(d) of the Exchange Act.
Each of the proprietors of Combined exercises shared voting and dispositive
power with respect to the 205,000 shares of Common Stock owned by Combined.
Mr. Frankenhoff exercises sole voting and dispositive power with respect to
140,350 shares of Common Stock and shared voting and dispositive power with
respect to 230,000 shares of Common Stock. Mr. Whisnand exercises sole
voting and dispositive power with respect to 3,100 shares of Common Stock
and shared voting and dispositive power with respect to 268,500 shares of
Common Stock. Mr. Brewster exercises shared voting and dispositive power
with respect to 261,000 shares of Common Stock. Each of Messrs.
Frankenhoff, Whisnand and Brewster, as the general partners of Rangeley,
exercise shared voting and dispositive power with respect to the 25,000
shares of Common Stock owned thereby. This information is derived from
Combined's Schedule 13D dated February 7, 1995 filed with the Commission.
-4-
ELECTION OF DIRECTORS
At the Annual Meeting, six directors are to be nominated for election,
to serve until the 1997 Annual Meeting of Shareholders and until their
respective successors are duly elected and qualify. Daniel Raynor, one of the
incumbent directors, has determined not to stand for re-election. Such
determination was not the result of any disagreement with the Company concerning
its operations, policies or practices. Unless a proxy shall specify that it is
not to be voted for the directors, it is intended that the shares of Common
Stock represented by each duly executed and returned proxy will be voted in
favor of the election as directors of the persons named below.
Each of the persons named below is at present a director of the Company
and was elected at the 1995 Annual Meeting of Shareholders. If any nominee is
not a candidate for election at the meeting, an event which the Board of
Directors does not anticipate, the proxies will be voted for a substitute
nominee and for the others named below. The affirmative vote of the holders of a
plurality of the shares of Common Stock present, in person or by proxy, is
required for the election of directors.
-5-
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF
EACH OF THE NOMINEES.
Name and Age Principal Occupation(1) Director Since(2)
- ------------------------------------- ------------------------------------------------ ---------------------
John Fanning (64)....................... Chairman of the Board, President and 1961
Chief Executive Officer of the Company
Rosemary Maniscalco (55)................ Executive Vice President and Chief 1983
Operating Officer of the Company(3)
Harry V. Maccarrone (48)................ Vice President Finance, Chief Financial 1989
Officer and Treasurer of the Company
John H. Brinckerhoff III (67)........... Stockbroker, Broker's Transaction 1983
Services, Inc.(4)
Gordon Robinett (60).................... Treasurer and a Director of Command 1981
Security Corporation, security
consultants(5)
Joseph A. Driscoll (56)................. Financial Consultant/Certified Public 1992
Accountant(6)
- -------------
(1) Except as stated below, the nominees' principal occupations have been their
respective principal occupations for at least five years.
(2) Directors' tenure includes their period of service as directors of the
Company's predecessor.
(3) Ms. Maniscalco became Chief Operating Officer of the Company in June 1992.
(4) Mr. Brinckerhoff was a Vice President of Peter Rogen International,
corporate consultants, from before 1991 until November 1994.
(5) Mr. Robinett retired as Vice President - Finance and Treasurer of the
Company effective May 1, 1989.
(6) Mr. Driscoll has been self-employed in such capacities since July 1991.
From 1988 until his retirement from such firm, he was a partner of KPMG
Peat Marwick LLP, certified public accountants, and also served as a
director thereof from 1987 to 1990. Prior to 1987, Mr. Driscoll was the
managing partner of the New York office of KMG Main Hurdman, a predecessor
of KPMG Peat Marwick LLP.
-6-
INFORMATION CONCERNING THE BOARD OF DIRECTORS
During the Company's past fiscal year, the Board of Directors held five
meetings. Each director receives a fee of $1,000 for each meeting attended in
person. In addition, pursuant to the Directors Stock Option Plan, each director
who is not an employee of the Company was granted during 1995 an option to
purchase 5,000 shares of Common Stock and on January 1, 1996 an option to
purchase an additional 1,000 shares of Common Stock, and will be granted an
option to purchase an additional 1,000 shares of Common Stock on each January 1
so long as he remains a director.
The Audit Committee of the Board of Directors is charged with reviewing
the Company's consolidated financial statements and accounting policies,
resolving potential conflicts of interest, receiving and reviewing the
recommendations of the Company's independent auditors, and conferring with the
Company's independent auditors with respect to the training and supervision of
internal accounting personnel and the adequacy of internal accounting controls.
Messrs. Brinckerhoff, Driscoll and Fanning are the members of the Audit
Committee. During 1995, the Audit Committee held two meetings. Messrs. Driscoll
and Fanning attended each meeting and Mr. Brinckerhoff attended one of the two
meetings.
The Compensation Committee of the Board of Directors consists of
Messrs. Fanning, Brinckerhoff and Robinett. The Compensation Committee
recommends to the Board of Directors the compensation for the Company's
executive officers and other key employees. The Compensation Committee did not
meet during 1995, although the members thereof conferred informally from time to
time during the year.
The Company does not presently have a nominating committee, the
customary functions of such committee being performed by the entire Board of
Directors.
EXECUTIVE COMPENSATION
The following table sets forth, for the fiscal years indicated, all
compensation awarded to, earned by or paid to the chief executive officer (the
"CEO") of the Company (Mr. John Fanning, Chairman of the Board and President of
the Company) and the other most highly compensated executive officers of the
Company other than the CEO whose salary and bonus exceeded $100,000 (three
individuals) for one or more of the fiscal years presented.
-7-
SUMMARY COMPENSATION TABLE
--------------------------
Annual Compensation Long Term Compensation
----------------------- ---------------------------
Securities All Other All Other
Underlying Compensation Compensation
Name and Principal Position Year Salary Bonus Options (#) (1) (2)
- ------------------------------ ----- ---------- ----------- ------------ ------------ --------------
John Fanning..................... 1995 $225,000 $153,834(3) -- $4,499 $4,000
Chairman of the Board and 1994 191,668 119,630(4) -- 2,875 2,000
President 1993 150,000 -- 40,000 2,250 2,000
Rosemary Maniscalco.............. 1995 $175,000 $169,236(5) -- $4,365 $4,000
Executive Vice President and 1994 177,019 194,353(6) -- 2,655 2,000
Chief Operating Officer 1993 175,000 30,004(7) 40,000 3,000 2,000
Harry V. Maccarrone.............. 1995 $138,837 $25,000(8) -- $2,951 $4,000
Vice President Finance and 1994 133,752 25,000(8) -- 2,006 2,000
Treasurer 1993 125,940 -- 17,625 1,871 2,000
Diane J. Geller.................. 1995 $118,651 $4,564(8) -- $2,524 $4,000
Secretary 1994 114,303 15,000(8) -- 1,715 2,000
1993 107,423 -- 5,000 1,599 2,000
- -------------
(1) Such amount represents payments contributed by the Company under a Deferred
Compensation Plan (includes interest).
(2) Such compensation represents directors fees. Perquisites and other personal
benefits, securities or property to each executive officer did not exceed
the lesser of $50,000 or 10% of such executive officer's annual salary and
bonus.
(3) Such amount represents an incentive bonus of $128,834 and a discretionary
bonus of $25,000.
(4) Such amount represents an incentive bonus of $94,630 and a discretionary
bonus of $25,000.
(5) Such amount represents additional compensation of $25,000 based upon the
terms of her employment agreement, an incentive bonus of $32,613, a
discretionary bonus of $25,000 and sales compensation of $86,623. See "--
Employment Agreements."
(6) Such amount represents additional compensation of $25,000 based upon the
terms of her employment agreement, an incentive bonus of $19,894, a
discretionary bonus of $25,000 and sales compensation of $124,459. See "--
Employment Agreements."
(7) Represents an incentive bonus of $5,004 in reimbursement of amounts paid by
her during 1993 as interest under the terms of a loan made to her by the
Company and Federal and state tax liabilities due to the receipt of such
incentive bonus, and additional compensation of $25,000 based upon the
terms of her employment agreement. See "-- Employment Agreements."
(8) Such amount represents a discretionary bonus.
-8-
OPTION GRANTS DURING 1995 FISCAL YEAR
No options to purchase Common Stock were granted to the named executive
officers during fiscal 1995. The Company currently does not have any plans
providing for the grant of stock appreciation rights.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
The following table provides information related to options exercised
by executive officers during fiscal 1995 and the number and value of options
held by executive officers at fiscal year end.
Number of Securities Underlying
Common Unexercised Options at FY-End Value of Unexercised In-the-
Stock Value (#) Money Options at FY-End ($)(1)
Acquired on Realized ------------------------------ ------------------------------
Name Exercise (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- --------------------- ------------ --------- -------------- -------------- -------------- --------------
John Fanning............ -- -- 64,000 29,750 $304,688 $148,750
Rosemary Maniscalco..... 40,000 $246,250 62,125 29,750 290,313 148,750
Harry V. Maccarrone..... -- -- 39,950 2,550 194,438 12,750
Diane J. Geller......... -- -- 0 2,550 0 12,750
- ---------------
(1) Based on the closing price of a share of Common Stock on December 29, 1995
of $11.00, as reported on the National Association of Securities Dealers,
Inc. Automated Quotation System ("Nasdaq") National Market.
EMPLOYMENT AGREEMENTS
Under an employment agreement with the Company, Mr. Fanning is employed
as Chief Executive Officer and President for a term that will expire on December
31, 1996 and received a base salary of $175,000 through May 31, 1994, which base
salary increased to $200,000 during the period June 1, 1994 through January 31,
1995 and to $225,000 thereafter. Such agreement also provides for incentive
compensation equal to 5% of the Company's "pre-tax operating income" (as defined
therein) in excess of $2,500,000 but not in excess of $3,000,000, plus 3.5% of
such income in excess of $3,000,000.
Under an employment agreement with the Company, Ms. Maniscalco is
employed as Executive Vice President and Chief Operating Officer for a term that
will expire on December 31, 1996 and receives a base salary of $175,000 per
annum and (i) incentive compensation equal to 5% of the Company's "pretax
operating income" (as defined in such agreement) in excess of $2,500,000 but not
in excess of $3,000,000, plus 1% of such income in excess of $3,000,000; (ii)
the incentive bonus disclosed in footnotes (5) and (6) to the Summary
Compensation Table and (iii) sales compensation based upon (A) the sales of,
and/or licensing fees actually paid by, licensed offices of the Company acquired
by it or converted to the Uniforce system as a direct result of Ms. Maniscalco's
sales efforts and (B) the gross profit of offices located within the United
States that are acquired by the Company with respect to sales of such offices
derived from sales of the Company's PrO Unlimited product line. In all events,
the aggregate of base salary, incentive compensation and sales compensation in
respect of any one year may not be less than $200,000.
-9-
In addition, the Company has entered into arrangements with Ms.
Maniscalco and Mr. Maccarrone under which Ms. Maniscalco is entitled to receive
a cash bonus of $780,761 and Mr. Maccarrone is entitled to receive a cash bonus
of $260,257, each payable to the extent of 10% thereof on January 11, 1999, to
the extent of 30% thereof on January 11, 2000 and as to the balance thereof on
January 11, 2001, provided that the recipient is then employed by the Company.
The cash bonus installments are subject to acceleration in the event of the
recipient's death, the merger of the Company, the sale of all or substantially
all of the Company's assets or a change of control of the Company.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
GENERAL
The Compensation Committee determines the cash and other incentive
compensation, if any, excluding stock options to be paid to the Company's
executive officers and key employees. The Compensation Committee currently
consists of Messrs. Fanning, Robinett and Brinckerhoff. In addition, each of the
Plans is administered by a committee (the "Stock Option Committee") appointed by
the Board of Directors. The Stock Option Committee currently consists of Messrs.
Robinett, Brinckerhoff and Raynor, each of whom is a non-employee director of
the Company and a "disinterested director" (within the meaning of Rule 16b-3
under the Exchange Act).
COMPENSATION PHILOSOPHY
The Compensation Committee's executive compensation philosophy is to
base management's pay, in part, on the achievement of the Company's annual and
long-term performance goals, to provide competitive levels of compensation, to
recognize individual initiative, achievement and length of service to the
Company, and to assist the Company in attracting and retaining qualified
management. The Compensation Committee and the Stock Option Committee also
believe that the potential for equity ownership by management is beneficial in
aligning management's and shareholders' interests in the enhancement of
shareholder value. The Company has not established a policy with regard to
Section 162(m) of the Internal Revenue Code of 1986, as amended, because the
Company has not to date paid compensation in excess of $1 million per annum to
any employee.
SALARIES
Base salaries for the Company's executive officers are determined
initially by evaluating the responsibilities of the position held and the
experience of the individual, and by reference to the competitive marketplace
for management talent, including a comparison of base salaries for comparable
positions at comparable companies within the Company's industry. Several of such
companies are in the Company's Peer Group as described under "Common Stock
Performance." The Company believes that its salaries are comparable to those of
its competitors. Annual salary adjustments are determined by evaluating the
competitive marketplace, the performance of the Company, the performance of the
executive particularly with respect to the ability to manage growth of the
Company, the length of the executive's service to the Company and any increased
responsibilities assumed by the executive. The Company has employment agreements
with each of Mr. Fanning and Ms. Maniscalco, which set the base salary for such
individuals.
-10-
ANNUAL BONUSES AND INCENTIVE COMPENSATION
The Company from time to time considers the payment of bonuses and
incentive compensation to its executive officers, although with the exception of
Ms. Maniscalco and Mr. Fanning, no bonus or incentive compensation is currently
provided pursuant to a formal plan or employment agreement. A portion of Ms.
Maniscalco's bonus is determined in accordance with the terms of her employment
agreement. In addition, Ms. Maniscalco is entitled to incentive and sales
compensation in accordance with the terms of her employment agreement. See "--
Employment Agreements."
With respect to the Company's executive officers and upper-middle
managers, bonuses are determined annually by the Compensation Committee and are
generally based, first, upon the level of achievement by the Company of its
strategic and operating goals and, second, upon the level of personal
achievement by participants. The achievement of goals by the Company includes,
among other things, the performance of the Company as measured by return on
assets. The achievement of personal goals includes the actual performance of the
Company for which the executive officer or manager has responsibility as
compared to the planned performance thereof, the level of cost savings achieved
by such executive officer or manager, other individual contributions, the
ability to manage and motivate reporting employees and the achievement of
assigned projects. During 1995 the Company awarded aggregate bonuses to Ms.
Maniscalco, Mr. Maccarrone and Ms. Geller of $25,000, $25,000 and $4,564,
respectively.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
Mr. Fanning's base salary in 1994 and increase in base salary in 1995
is based upon the terms of his employment agreement and the factors described in
the "Salaries" paragraph above. Mr. Fanning received a base salary of $175,000
during the first five months of 1994, which salary increased to $200,000,
effective June 1, 1994 and to $225,000, effective February 1, 1995. The Company
believes Mr. Fanning's salary is comparable to the salaries of companies
reviewed by the Company. Mr. Fanning received a bonus of $25,000 for fiscal
1995. Bonuses to Mr. Fanning are based upon the factors described in "Annual
Bonuses and Incentive Compensation." In addition, Mr. Fanning can receive
incentive compensation in accordance with the terms of his employment agreement.
See "-- Employment Agreements."
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
John Fanning, the Company's Chairman of the Board, President and Chief
Executive Officer, and Gordon Robinett, the former Vice President - Finance and
Treasurer of the Company until 1989, participated in deliberations of the
Company's Compensation Committee concerning executive officer compensation.
Compensation Committee: John Fanning
Gordon Robinett
John H. Brinckerhoff III
-11-
COMMON STOCK PERFORMANCE
The following graph compares the total cumulative return (assuming
dividends are reinvested) on the Company's Common Stock during the five fiscal
years ended December 31, 1995 with the cumulative return on the Nasdaq Market
Index and a Peer Group Index. The Peer Group selected by the Company consists of
Butler International Inc., Kelly Services, Inc., Staff Builders Inc., Volt
Information Sciences, Inc. and the Company.
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
AMONG UNIFORCE SERVICES, INC.,
NASDAQ MARKET INDEX AND PEER GROUP INDEX
[GRAPHIC OMITTED]
Fiscal Year Ending
------------------------------------------------------
COMPANY 1990 1991 1992 1993 1994 1995
- ------- ---- ---- ---- ---- ---- ----
Uniforce Svcs Inc 100 79.02 73.39 79.15 118.81 132.37
Peer Group 100 97.59 137.88 117.17 126.43 143.23
Broad Market 100 128.38 129.64 155.50 163.26 211.77
ASSUMES $100 INVESTED ON JAN. 1, 1991
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDED DEC. 31, 1995
-12-
APPROVAL OF GRANT OF STOCK OPTIONS TO TWO EXECUTIVE OFFICERS
PROPOSAL
The Board of Directors recommends that the shareholders vote to approve
the grant of stock options, described below, to Rosemary Maniscalco, Executive
Vice President and Chief Operating Officer of the Company, and Harry V.
Maccarrone, Vice President Finance and Treasurer of the Company.
GRANT OF OPTIONS
Subject to the approval of the Company's shareholders, the Stock Option
Committee of the Board of Directors has granted to Ms. Maniscalco and Mr.
Maccarrone stock options (the "Options") to purchase an aggregate of 69,401 and
23,134 shares of Common Stock, respectively, at an exercise price of $11.25 per
share, being not less than 100% of the fair market value of the Common Stock on
the date of grant. Upon approval by the shareholders of the Company, the Options
will become exercisable as to 25% of of the shares covered thereby on each of
December 11, 1996, January 1, 1997, January 1, 1998 and January 1, 1999. The
exercise dates set forth above accelerate, and the Options become immediately
exercisable in full, in the event of the death of the optionee, or the merger,
sale of all or substantially all the assets, or change of control of the
Company. The last reported sale price of the Company's Common Stock on April 25,
1996 was $25.
Each of the Options expires on February 19, 2006 or earlier as
indicated, upon the occurrence of any one of the following events: (i) one year
after an optionee's death, (ii) three months after an optionee's termination of
employment with the Company's consent (other than for cause) and (iii)
immediately in the event an optionee terminates his or her employment without
the Company's consent or is terminated by the Company for cause.
The Options are not transferable except by will or by the laws of
descent and distribution or pursuant to a qualified domestic relations order.
Additional terms of each Option have been set by the Stock Option
Committee and are embodied in an option agreement executed by each of the
optionees substantially in the form attached hereto as Appendix A.
PURPOSE OF OPTIONS
The purpose of granting the Options is to encourage the optionees to
remain in the service of the Company and to give them added incentive to work
toward the long-term growth and continued profitability of the Company. The
Options are expressly conditioned upon approval of the grant of the Options by
the Company's shareholders. If approval of the Company's shareholders is not
received, the Options will be cancelled and deemed never to have been granted.
FEDERAL INCOME TAX CONSEQUENCES
Options with respect to 58,686 shares of Common Stock (35,552 shares
for Ms. Maniscalco and 23,134 shares for Mr. Maccarrone) are intended to qualify
as incentive stock options and Options granted to Ms. Maniscalco with respect to
33,849 shares of Common Stock are non-qualified stock options.
-13-
INCENTIVE STOCK OPTIONS. Under present law, the grantee of an incentive
stock option will not realize taxable income upon the grant or the exercise of
the incentive stock option and the Company will not receive an income tax
deduction at either such time. If the grantee does not sell the Common Stock
acquired upon exercise of an incentive stock option within either (i) two years
after the grant of the incentive stock option or (ii) one year after the date of
exercise of the incentive stock option, the gain upon a subsequent sale of the
Common Stock will be taxed as long-term capital gain. If the grantee, within
either of the above periods, disposes of the Common Stock acquired upon exercise
of the incentive stock option, the grantee will recognize as ordinary income an
amount equal to the lesser of (i) the gain realized by the grantee upon such
disposition or (ii) the difference between the exercise price and the fair
market value of the shares on the date of exercise. In such event, the Company
would be entitled to a corresponding income tax deduction equal to the amount
recognized as ordinary income by the grantee. The gain in excess of such amount
recognized by the grantee as ordinary income would be taxed as a long-term
capital gain or short-term capital gain (subject to the holding period
requirements for long-term or short-term capital gain treatment).
The exercise of the incentive stock option will result in the excess of
the stock's fair market value on the date of exercise over the exercise price
being included in the optionee's alternative minimum taxable income (AMTI).
Liability for the alternative minimum tax is complex and depends upon an
individual's overall tax situation. Before exercising an incentive stock option,
the optionee should discuss the possible application of the alternative minimum
tax with his tax advisor in order to determine the tax's impact.
NON-QUALIFIED STOCK OPTIONS. Upon exercise of a non-qualified stock
option, or upon the exercise of an incentive stock option that does not qualify
for the tax treatment described above under "Incentive Stock Options," the
grantee will recognize ordinary income in an amount equal to the excess of the
fair market value of the Common Stock received over the exercise price of such
Common Stock. That amount increases the grantee's basis in the Common Stock
acquired pursuant to the exercise of the non-qualified
stock option. Upon exercise of a non-qualified stock option, the Company would
have a federal tax withholding obligation. Upon a subsequent sale of the Common
Stock, the grantee will incur short-term or long-term capital gain or loss
depending upon his holding period for the Common Stock and upon the Common
Stock's subsequent appreciation or depreciation. The Company will be allowed a
federal income tax deduction for the amount recognized as ordinary income by the
grantee upon the grantee's exercise of the option.
SUMMARY OF TAX CONSEQUENCES. The foregoing outline is no more than a
summary of the federal income tax provisions relating to the grant and exercise
of the Options and the sale of Common Stock acquired upon exercise. Individual
circumstances and amendments to the federal income tax laws or regulations may
vary these results.
REGISTRATION OF SHARES
The Company intends to file a registration statement under the
Securities Act of 1933, as amended, with respect to the Common Stock issuable
upon exercise of the Options subsequent to approval of the Options by the
Company's shareholders.
-14-
REQUIRED VOTE
The affirmative vote of the holders of a majority of the shares of
Common Stock present, in person or by proxy, is required for approval of the
grant of the Options.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE APPROVAL
OF THE GRANT OF THE OPTIONS.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
It is proposed that the shareholders ratify the appointment by the
Board of Directors of KPMG Peat Marwick LLP as independent auditors of the
Company for the year ending December 31, 1996. KPMG Peat Marwick LLP has advised
the Company that a representative will be present at the Annual Meeting at which
time he will respond to appropriate questions submitted by shareholders and will
make such statements as he may desire.
Approval by the shareholders of the appointment of independent auditors
is not required, but the Board of Directors deems it desirable to submit this
matter to the shareholders. If a majority of the shareholders voting at the
meeting should not approve the selection of KPMG Peat Marwick LLP, the selection
of independent auditors will be reconsidered by the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF
THE APPOINTMENT OF KPMG PEAT MARWICK LLP AS
INDEPENDENT AUDITORS OF THE COMPANY.
GENERAL
The solicitation of proxies in the accompanying form is made by the
Board of Directors and the cost thereof will be borne by the Company. In
addition to the solicitation of proxies by use of the mails, some of the
officers, directors and other employees of the Company may also solicit proxies
personally or by mail, telephone or telegraph, but they will not receive
additional compensation for such services. Brokerage firms, custodians, banks,
trustees, nominees or other fiduciaries holding shares of Common Stock in their
names will be requested by the Company to forward proxy materials to their
principals and will be reimbursed for their reasonable out-of-pocket expenses in
such connection.
As of the date of this Proxy Statement, the Board of Directors is not
aware of any other matters to be presented for action, but if any other matters
properly come before the meeting, it is intended that the persons voting the
accompanying proxy will vote the shares represented thereby in accordance with
their best judgment.
It is important that proxies be returned promptly. Therefore, whether
or not you plan to attend the meeting in person, you are urged to mark, date,
execute and return your proxy in the enclosed envelope, to which no postage need
be affixed if mailed in the United States.
-15-
SHAREHOLDER PROPOSALS
Shareholder proposals in respect of matters to be acted upon at the
Company's 1997 Annual Meeting of Shareholders should be received by the Company
on or before December 22, 1996 in order that they may be considered for
inclusion in the Company's proxy materials.
By Order of the Board of Directors,
DIANE J. GELLER,
Secretary
Dated: April 29, 1996
-16-
APPENDIX A
FORM OF STOCK OPTION AGREEMENT
Uniforce Services, Inc.
415 Crossways Park Drive
Woodbury, New York 11797
February 20, 1996
To:
1. We are pleased to inform you that on February 20, 1996, the
Stock Option Committee of the Board of Directors (the "Board") of Uniforce
Services, Inc. (the "Company") granted you, subject to approval thereof by the
shareholders of the Company ("Shareholder Approval"), (i) an incentive stock
option (the "ISO") to purchase ______ shares of the Company's common stock, par
value $.01 per share (the "Common Stock"), at a price of $11.25 per share and
(ii) a non-qualified option (the "NQO" and together with the ISO, the "Options")
to purchase ______ shares of Common Stock, at a price of $11.25 per share. The
shares of Common Stock to be issued upon exercise of the Options are referred to
hereinafter as the "Shares."
2. The Options may not be exercised until six months after
Shareholder Approval. Thereafter, but prior to February 19, 2006 (on which date
the Options will, to the extent not previously exercised, expire), the Options
may be exercised in whole or in part, at any time and from time to time, as
follows: (i) the ISO: (a) as to ______ shares of Common Stock on or after the
date that is six months after Shareholder Approval is obtained; (b) as to ______
shares of Common Stock, on or after January 1, 1997; (c) as to ______ shares of
Common Stock, on or after January 1, 1998; and (d) as to the remaining ______
shares of Common Stock, on or after January 11, 1999; and (ii) the NQO: (a) as
to ______ shares of Common Stock on or after the date that is six months after
Shareholder Approval is obtained; (b) as to ______ shares of Common Stock, on or
after January 1, 1997; (c) as to ______ shares of Common Stock, on or after
January 1, 1998; and (d) as to the remaining ______ shares of Common Stock, on
or after January 11, 1999.
3. Upon the occurrence of your death or a Change of Control
(as hereinafter defined) of the Company, the Options (to the extent not
previously exercised) shall be immediately exercisable. For the purposes of this
Agreement, a "Change of Control" means (i) the direct or indirect sale, exchange
or other transfer of all or substantially all of the assets of the Company to
any person or entity or group of persons or entities acting in concert as a
partnership or other group (a "Group of Persons"), (ii) the merger,
A-1
consolidation or other business combination of the Company with or into another
company, with the effect that, immediately following such merger, consolidation
or other business combination, the shareholders of the Company prior to such
merger, consolidation or other business combination hold less than 50% of the
combined voting power of the then outstanding securities of the surviving
company of such merger, consolidation or other business combination ordinarily
(and apart from rights accruing under special circumstances) having the right to
vote in the election of directors, (iii) the replacement of a majority of the
Company's Board of Directors (the "Board") in any given year as compared to the
directors who constituted the Board at the beginning of such year, and such
replacement shall not have been approved by the Board as constituted at the
beginning of such year, (iv) a person or entity or Group of Persons excluding
John Fanning, as a result of a tender or exchange offer or open market or
privately negotiated purchases, which offer or purchases shall not have been
approved by the Board as constituted prior to the commencement by such person or
entity or Group of Persons of such offer or purchase or within 10 days after
such commencement, shall have become the beneficial owner (within the meaning of
Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of securities
of the Company representing more than 50% of the combined voting power of the
then outstanding securities of the Company ordinarily (and apart from rights
accruing under special circumstances) having the right to vote in the election
of directors.
4. You must purchase a minimum of 50 Shares each time you
choose to purchase Shares, except to purchase the remaining Shares available to
you.
5. The Options are not transferable otherwise than by will or
by the applicable laws of descent and distribution and may be exercised, during
your lifetime, only by you; provided, however, that the Options may be
transferred pursuant to a qualified domestic relations order (as defined in the
Internal Revenue Code of 1986 or Title I of the Employee Retirement Income
Security Act, or the rules promulgated thereunder).
6. In the event of your death, the Options may be exercised by
your personal representative or representatives, or by the person or persons to
whom your rights under the Options shall pass by will or by the applicable laws
of descent and distribution, at any time prior to the earlier of the first
anniversary of the date of your death or the expiration of the Options.
7. If you shall voluntarily retire or quit your employment
without the written consent of the Company or a subsidiary of the Company (a
"Subsidiary"), or if the Company or a Subsidiary shall terminate your employment
for cause, the Options shall forthwith terminate. If you shall voluntarily
retire or quit your employment with the written consent of the Company or a
Subsidiary or if your employment shall have been terminated by the Company or a
Subsidiary for reasons other than cause, you may (unless the Options shall have
previously expired pursuant to the provisions hereof) exercise the Options at
any time prior to the earlier of three months after termination of employment or
the expiration of the Options, to the extent of the number of Shares subject to
the Options which were purchasable by you on the date of termination of your
employment. The Options shall not be affected by any change of employment so
long as you continue to be an employee of the Company or a Subsidiary.
8. In the event of any change in the outstanding Common Stock
by reason of stock dividend, recapitalization, merger, consolidation, split-up,
subdivision, combination or exchange of shares, or the like, the aggregate
number and kind of shares subject to the Options and the exercise price thereof
shall be proportionately adjusted by the Board, whose determination shall be
conclusive.
9. The Company may establish, from time to time, appropriate
procedures to provide for payment or withholding of such income or other taxes
as may be required by law to be paid or withheld in connection with the exercise
of the Options. The Company may also establish, from time to time,
A-2
appropriate procedures to ensure that the Company receives prompt advice
concerning the occurrence of any event that may create, or affect the timing or
amount of, any obligation to pay or withhold any such taxes or which may make
available to the Company any tax deduction resulting from the occurrence of such
event, and you will comply with all such procedures so established.
10. Unless at the time of the exercise of the Options a
registration statement under the Securities Act of 1933, as amended (the "Act"),
is in effect as to such Shares, any Shares purchased by you upon the exercise of
the Options shall be acquired for investment and not for sale or distribution,
and if the Company so requests, upon any exercise of the Options, in whole or in
part, you will execute and deliver to the Company a certificate to such effect.
The Company shall not be obligated to issue any Shares pursuant to the Options,
in the opinion of counsel to the Company, the Shares to be so issued are
required to be registered or otherwise qualified under the Act or under any
other applicable statute, regulation or ordinance affecting the sale of
securities, unless and until such Shares have been so registered or otherwise
qualified.
11. You understand and acknowledge that, under existing law,
unless at the time of the exercise of the Options, a registration statement
under the Act is in effect as to Shares so issuable (i) any Shares purchased by
you upon exercise of the Options may be required to be held indefinitely unless
such Shares are subsequently registered under the Act or an exemption from such
registration is available; (ii) any sales of such Shares made in reliance upon
Rule 144 promulgated under the Act may be made only in accordance with the terms
and conditions of that Rule (which, under certain circumstances, restrict the
number of shares which may be sold and the manner in which shares may be sold);
(iii) in the case of securities to which Rule 144 is not applicable, compliance
with Regulation A promulgated under the Act or some other disclosure exemption
will be required; (iv) certificates for Shares to be issued to you hereunder
shall bear a legend to the effect that the Shares have not been registered under
the Act and that the Shares may not be sold, hypothecated or otherwise
transferred in the absence of an effective registration statement under the Act
relating thereto or an opinion of counsel satisfactory to the Company that such
registration is not required; (v) the Company will place an appropriate "stop
transfer" order with its transfer agent with respect to such Shares; and (vi)
the Company has undertaken no obligation to register the Shares or to include
the Shares in any registration statement which may be filed by it subsequent to
the issuance of the shares to you. In addition, you understand and acknowledge
that the Company has no obligation to you to furnish information necessary to
enable you to make sales under Rule 144.
12. The Options (or any installment thereof) is to be
exercised by delivering to the Company a written notice of exercise in the form
attached hereto as Exhibit A, specifying the number of Shares to be purchased,
together with payment of the purchase price of the Shares to be purchased. The
purchase price is to be paid in cash or, at the discretion of the Stock Option
Committee, by delivering shares of Common Stock already owned by you and having
a fair market value on the date of exercise equal to the exercise price of the
Options, or a combination of such shares and cash, or by any other proper method
approved by the Stock Option Committee.
13. The Options shall become effective if and only if they
have received Shareholder Approval. Absent such approval, the Options and this
Agreement shall be null and void as if the Options had never been granted and
this Agreement had never been executed.
A-3
Would you kindly evidence your acceptance of the Options and
your agreement to comply with the provisions hereof by executing this letter
under the words "Agreed To and Accepted."
Very truly yours,
UNIFORCE SERVICES, INC.
By:-------------------------------
John Fanning, Chairman of the Board,
President and Chief Executive Officer
AGREED TO AND ACCEPTED:
- -----------------------
A-4
EXHIBIT A
Uniforce Services, Inc.
415 Crossways Park Drive
Woodbury, New York 11797
Gentlemen:
Notice is hereby given of my election to purchase _____ shares
of Common Stock, $.01 par value (the "Shares"), of Uniforce Services, Inc., at a
price of $11.25 per Share, pursuant to the provisions of the
(incentive/non-qualified) stock option granted to me on February 20, 1996.
Enclosed in payment for the Shares is:
----
/___/ my check in the amount of $________.
----
*/___/ ___________ Shares having a total value
$________, such value being based on the
closing price(s) of the Shares on the date
hereof.
The following information is supplied for use in issuing and
registering the Shares purchased hereby:
Number of Certificates
and Denominations ___________________
Name ___________________
Address ___________________
___________________
Social Security Number ___________________
Dated: _______________, ____
Very truly yours,
--------------------------
*Subject to the approval of the
Stock Option Committee
UNIFORCE SERVICES, INC.
Proxy Solicited by the Board of Directors
for the
ANNUAL MEETING OF SHAREHOLDERS
June 11, 1996
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
shareholder of UNIFORCE SERVICES, INC. (the "Company") does hereby constitute
and appoint JOHN FANNING, ROSEMARY MANISCALCO and HARRY MACCARRONE or any of
them (each with full power of substitution of another for himself) as attorneys,
agents and proxies, for and in the name, place and stead of the undersigned, and
with all the powers the undersigned would possess if personally present, to vote
as instructed below all of the shares of Common Stock of the Company that the
undersigned is entitled to vote at the Annual Meeting of Shareholders of the
Company to be held on Tuesday, June 11, 1996 at 10:00 A.M. local time at The
Garden City Hotel, 45 Seventh Street, Garden City, New York, and at any
adjournment or adjournments thereof, all as set forth in the Notice of Meeting
and Proxy Statement.
(See Reverse Side)
1. ELECTION OF A BOARD OF SIX DIRECTORS:
(INSTRUCTIONS: To
withhold authority to
vote for any
FOR all nominees WITHHOLD AUTHORITY individual nominee,
listed to the right to vote for strike a line through
(except as marked nominees listed to the nominee's name in
to the Contrary) the right the list below.)
J.H. Brinckerhoff III,
J.A. Driscoll,
/ / / / J. Fanning,
H.V. Maccarrone,
R. Maniscalco,
G. Robinett
2. APPROVAL OF GRANT OF STOCK OPTIONS TO TWO EXECUTIVE OFFICERS
FOR ___ AGAINST ___ ABSTAIN _____
3. RATIFICATION OF THE APPOINTMENT OF KPMG PEAT MARWICK LLP AS
INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 1996.
FOR ___ AGAINST ___ ABSTAIN _____
4. In their discretion, the Proxies are authorized to vote upon
such other and further business as may properly come before
the meeting.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN
ACCORDANCE WITH THE INSTRUCTIONS GIVEN. IF NO SUCH
INSTRUCTIONS ARE GIVEN, THE SHARES REPRESENTED BY THE PROXY
WILL BE VOTED IN FAVOR OF ELECTION OF THE NOMINEES FOR
DIRECTORS DESIGNATED BY THE BOARD OF DIRECTORS AND FOR ITEMS 2
AND 3.
Signature ------------------------------------------ Date:------------------
Note: Please sign exactly as your name appears hereon, and when signing as
attorney, executor, administrator, trustee or guardian, give your full title as
such. If signatory is a corporation, sign the full corporate name by duly
authorized officer. If shares are held jointly, each shareholder named should
sign.