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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) AUGUST 29, 2001
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TEAMSTAFF, INC.
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(Exact name of Registrant as specified in charter)
NEW JERSEY 0-18492 22-1899798
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(State or other jurisdic- (Commission (IRS Employer
tion of incorporation) File Number) Identification No.)
300 ATRIUM DRIVE, SOMERSET, N.J. 08873
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (732) 748-1700
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(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
ITEM 5. OTHER EVENTS
TeamStaff, Inc. ("Teamstaff or the "Company") announced the results of
its Annual Meeting of Shareholders held on Wednesday August 29, 2001. As set
forth in the Proxy Statement dated as of August 7, 2001, shareholders were
requested to vote upon and approve the election of directors and the proposed
reverse subsidiary merger with BrightLane.com, Inc.
On the record date of July 31, 2001, there were 8,079,553 shares
outstanding.
1. Election of Directors
Shareholders approved the election of the following Class 2 Directors:
Votes Cast % Cast Withhold %
NOMINEES FOR FOR AUTHORITY TO VOTE WITHELD
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John H. Ewing 6,716,799 96% 261,064 4%
Rocco J. Marano 6,716,799 96% 261,064 4%
Charles R. Dees, Jr 6,716,799 96% 261,064 4%
In accordance with the Agreement and Plan of Merger dated as of March
6, 2001 among TeamStaff, Inc., BrightLane.com, Inc. and TeamSub, Inc., and as
described in the Proxy Statement, following consummation of the transaction with
BrightLane, the foregoing persons will resign from the Board of Directors and
the Board will be reconstituted as follows:
NAME DIRECTOR CLASS TERM EXPIRES
Donald MacLeod Class 3 2002
Martin Delaney Class 3 2002
T. Stephen Johnson Class 1 2003
William Marino Class 1 2003
Susan Wolken Class 1 2003
Karl Dieckmann Class 2 2004
Donald Kappauf Class 2 2004
David Carroll Class 2 2004
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2. Proposal to Approve BrightLane Transaction
Shareholders were requested to approve and adopt the issuance of up to
8,216,631 shares of Common Stock, and related transactions, as contemplated in
the Agreement and Plan of Merger, dated as of March 6, 2001, as amended, by and
among TeamStaff, Inc., BrightLane.com, Inc. and TeamSub, Inc.. The proposal was
approved by the following votes:
Votes Cast Votes Cast Withheld
For Adoption Against Adoption Authority
OF PROPOSAL OF PROPOSAL ABSTAINED TO VOTE
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4,495,361 36,823 25,575 1,907,905
Of the shares entitled to vote and voting at the meeting (either by proxy or in
person), approximately 69% voted in favor of the proposal related to the
BrightLane transaction and approximately 29% withheld authority to vote
The parties anticipate closing to be effective on Friday, August 31, 2001.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: August 30, 2001 TEAMSTAFF, INC.
(Registrant)
By/s/ Donald Kappauf
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Donald Kappauf
Chief Executive Officer
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