UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
for the fiscal year ended December 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file no. 000-24484
MPS GROUP, INC.
(Exact name of registrant as specified in its charter)
Florida 59-3116655
- -------------------------------------- -------------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1 Independent Drive, Jacksonville, FL 32202
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (904) 360-2000
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
Common Stock, Par Value $0.01 Per Share New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes X No
--- ---
The aggregate market value of the voting and non-voting common equity held
by nonaffiliates based upon the closing sale price of the Common Stock, Par
Value $0.01 Per Share, as reported by the New York Stock Exchange on June 28,
2002, the last business day of the Registrant's most recently completed second
fiscal quarter, was approximately $861,464,571.
As of March 12, 2003 the number of shares outstanding of the Registrant's
the Common Stock, Par Value $0.01 Per Share was 102,541,491.
EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year
ended December 31, 2002 of MPS Group, Inc. is filed in response to a comment
from the staff of the Securities and Exchange Commission to correct a
typographical error in Exhibit 23, 'Consent of Independent Certified Public
Accountants' to the original filing of this Report, filed on March 31, 2003. The
date of that Consent appeared as March 26, 2002, rather than March 26, 2003,
which was the actual date of execution of the Consent.
PART IV
Item 15. Exhibits, Financial Statements Schedules and Reports on Form 8-K
(a) Documents Filed as Part of the Report.
1. Financial Statements.
The following consolidated financial statements of the Company and its
subsidiaries are included in Item 8 of this report:
*Report of Independent Certified Public Accountants
*Consolidated Balance Sheets at December 31, 2002 and 2001
*Consolidated Statements of Operations for the years ended
December 31, 2002, 2001, and 2000
*Consolidated Statements of Stockholders' Equity for the
years ended December 31, 2002, 2001, and 2000
*Consolidated Statements of Cash Flows for the years ended
December 31, 2002, 2001, and 2000
*Notes to Consolidated Financial Statements
* - Filed with the original filing of this Report.
2. Financial Statement Schedules.
Financial statement schedules required to be included in this report are
either shown in the financial statements and notes thereto included in Item 8 of
this report or have been omitted because they are not applicable.
3. Exhibits.
See (c) below.
(b) Reports on Form 8-K.
A report on Form 8-K dated November 14, 2002 was furnished by the Company
on November 2002. The report was furnished under Item 9, Regulation FD
Disclosure.
(c) Exhibits.
3.1 Amended and restated Articles of Incorporation. (10)
3.2 Bylaws of Modis Professional Services, Inc. (13)
10.1 Modis Professional Services, Inc. (now MPS Group, Inc.) 2001 Employee
Stock Purchase Plan. (9)
10.2 AccuStaff Incorporated (now MPS Group, Inc.) amended and
restated Non-Employee Director Stock Plan. (4)
10.3 Form of Non-Employee Director Stock Option Award Agreement, as amended.
(6)
10.4 Profit Sharing Plan. (1)
10.5 Revolving Credit and Reimbursement Agreement by and between the Company
and NationsBank National Association as Administration Agent and
certain lenders named therein, dated October 30, 1998. (2)
10.5(a) Amendment agreement No. 1 to revolving credit and reimbursement
agreement, dated October 27, 1999. (5)
10.5(b) Amendment agreement No. 3 to revolving credit and reimbursement
agreement, dated October 25, 2000. (7)
10.6 Modis Professional Services, Inc. (now MPS Group, Inc.) Amended
and Restated Stock Option Plan. (9)
10.7 Form of Stock Option Agreement under Modis Professional Services, Inc.
(now MPS Group, Inc.) amended and restated 1995 Stock Option Plan. (9)
10.8 Chairman Employment Agreement with Derek E. Dewan. (8)
10.8(a) Restricted Stock Agreement with Derek E. Dewan. (8)
10.9 Amended and Restated Executive Employment Agreement with Timothy D.
Payne. (8)
10.9(a) Restricted Stock Agreement with Timothy D. Payne. (12)
10.10 Amended and Restated Executive Employment Agreement with Robert P.
Crouch. (8)
10.10(a)Restricted Stock Agreement with Robert P. Crouch. (12)
10.11 Modis Professional Services, Inc. (now MPS Group, Inc.) Executive
Option Plan (3)
10.12 Senior Executive Annual Incentive Plan. (5)
10.13 Form of Director's Indemnification Agreement. (6)
10.14 Form of Officer's Indemnification Agreement. (6)
10.15 Form of Award Notification under the Modis Professional Services,
Inc. (now MPS Group, Inc.) Senior Executive Annual Incentive Plan. (9)
10.16 Executive Deferred Compensation Plan. (11)
10.16(a)Amendment to Executive Deferred Compensation Plan. (13)
10.17 Form of Executive Employment Agreement. (13)
10.18 Form of Director's Indemnification Agreement. (13)
21* Subsidiaries of the Registrant.
23** Consent of PricewaterhouseCoopers LLP.
24* Form of Power of Attorney.
31.1** Certification of Timothy D. Payne pursuant to Rule 13a-14/15d-14.
31.2** Certification of Robert P. Crouch pursuant to Rule 13a-14/15d-14.
32.1** Certification of Timothy D. Payne pursuant to 18 U.S.C. Section 1350.
32.2** Certification of Robert P. Crouch pursuant to 18 U.S.C. Section 1350.
99.1* Report of the Audit Committee.
* - Filed with the original filing of this Report.
** - Filed herewith.
(1) Incorporated by reference to the Company's Registration on Form S-1 (No.
33-78906).
(2) Incorporated by reference to the Company's Annual Report on Form 10-K filed
March 31, 1999.
(3) Incorporated by reference to the Company's Registration on Form S-8 (No.
33-88329).
(4) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
filed August 16, 1999.
(5) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
filed November 15, 1999.
(6) Incorporated by reference to the Company's Annual Report on Form 10-K filed
March 30, 2000.
(7) Incorporated by reference to the Company's Annual Report on Form 10-K filed
April 2, 2001.
(8) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
filed May 16, 2001.
(9) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
filed August 8, 2001.
(10) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
filed May 14, 2002.
(11) Incorporated by reference to the Company's Annual Report on Form 10-K filed
March 26, 2002.
(12) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
filed November 14, 2002.
(13) Incorporated by references to the Company's Quarterly Report on Form 10-Q
filed May 15, 2003.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
MPS GROUP, INC.
By: /s/ Timothy D. Payne
Timothy D. Payne
President, Chief Executive Officer and Director
Date: January 16, 2004
Pursuant to the requirements of Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signatures Title Date
/s/ Timothy D. Payne President, Chief January 16, 2004
Timothy D. Payne Executive Officer and
Director
/s/ Robert P. Crouch Senior Vice President, Chief January 16, 2004
Robert P. Crouch Financial Officer, Treasurer,
and Chief Accounting Officer
/s/ Derek E. Dewan * Chairman of the Board January 16, 2004
Derek E. Dewan
/s/ Michael D. Abney * Director January 16, 2004
Michael D. Abney
/s/ T. Wayne Davis * Director January 16, 2004
T. Wayne Davis
Director
Richard J. Heckmann
/s/ Michael L. Huyghue * Director January 16, 2004
Michael L. Huyghue
Director
William M. Isaac
/s/ John R. Kennedy * Director January 16, 2004
John R. Kennedy
/s/ Darla D. Moore * Director January 16, 2004
Darla D. Moore
/s/ Peter J. Tanous * Director January 16, 2004
Peter J. Tanous
Director
Arthur B. Laffer
*By:/s/Timothy D. Payne
Timothy D. Payne, as Attorney-in-Fact