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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
AMENDMENT No. 1
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 25, 1999
Commission File No. 0-18492
TEAMSTAFF, INC.
(Exact name of registrant as specified in its charter)
New Jersey 22-1899798
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
300 Atrium Drive, Somerset, NJ 08873
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (732) 748-1700
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ITEM 2. ACQUISITION OR DISPOSITIONS OF ASSETS
As previously reported on Form 8K filed with the Commission on
February 8, 1999, effective as of January 25, 1999, TeamStaff, Inc.
(formerly Digital Solutions, Inc.) (the "Company") consummated its
acquisition of 10 entities operating under the tradename the "TeamStaff
Companies". As a result of the acquisition, the 10 TeamStaff Companies
became wholly-owned subsidiaries of the Company.
Pursuant to the terms of the acquisition, the Company issued
8,233,334 shares of common stock in exchange for all of the common
stock of the TeamStaff Companies and paid $3.2 million in cash for all
the preferred stock and for payment of outstanding debt owed by the
TeamStaff Companies to its shareholders. The Company also incurred
$1,281,000 for certain legal, accounting and investment banking
expenses. Additionally, the Company issued 312,010 shares of common
stock to its investment banking firm for services rendered in
connection with the acquisition.
Pursuant to the terms of the acquisition agreements, the
former owners of the TeamStaff Companies agreed to indemnify the
Company, subject an initial "basket" of $100,000, for claims of up to
approximately $2,000,000 for various types of claims for breaches of
representations and warranties. The former owners placed 1,471,000
shares of Common Stock into escrow in order to provide limited security
for claims of indemnification brought by the Company for breaches of
representations or warranties by the TeamStaff Companies and the former
owners.
In addition, pursuant to the acquisition agreements, the
former owners of the TeamStaff Companies have agreed to vote all shares
of the Company owned by them during the two year period following the
acquisition, in favor of management's nominees to the Board of
Directors at all special or annual meetings of the Company's
shareholders.
This Amendment to Form 8K has been filed to include certain
Financial Statements and Pro Forma Financial Information in accordance
with Form 8K reflecting the acquisition of the TeamStaff Companies.
Certain statements contained herein constitute
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 (the "1995 Reform Act").
TeamStaff, Inc. desires to avail itself of certain "safe harbor"
provisions of the 1995 Reform Act and is therefore including this
special note to enable the Company to do so. Forward-looking statements
included in this report involve known and unknown risks, uncertainties,
and other factors which could cause the Company's actual results,
performance (financial or operating) or achievements to differ from
the future results, performance (financial or operating) achievements
expressed or implied by such forward-looking statements. Such future
results are based upon management's best estimates based upon current
conditions and the most recent results of operations. These risks
include, but are not limited to, risks associated with the Company's
risks of current as well as future acquisitions, effects of competition
and technological changes and dependence upon key personnel.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
a. Financial Statements of Business Acquired
Pursuant to Item 7 of Form 8-K, the following financial
statements of the TeamStaff Companies are annexed hereto:
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99.1 Audited Financial Statements for the fiscal years
ended December 31, 1996 and 1997, together with
report of Grant Thornton LLP independent accountants
to the TeamStaff Companies.
99.2 Audited Financial Statements for the fiscal year
ended December 31, 1998, together with report of
Arthur Andersen LLP independent accountants to the
TeamStaff Companies.
b. Pro Forma Financial information.
Pursuant to Item 7 of Form 8-K, the Company has
annexed hereto the Pro Forma financial statements
which have been prepared as if the acquisition was
consummated as of October 1, 1997.
99.3 Pro Forma Financial Statements of TeamStaff, Inc.
(formerly Digital Solutions, Inc.)
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SIGNATURES
Pursuant to the requirements 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.
TEAMSTAFF, INC.
(Registrant)
/s/ Donald W. Kappauf
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Donald W. Kappauf
Chief Executive Officer
/s/ Donald T. Kelly
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Donald T. Kelly
Chief Financial Officer
Date: April 7, 1999
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