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) November 14, 2003
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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.)
ITEM 5: OTHER EVENTS.
On November 14, 2003 TeamStaff, Inc. and several of its subsidiaries
("TeamStaff") executed an Asset Purchase Agreement with Gevity HR, Inc.
("Gevity") whereby TeamStaff agreed to sell certain of its professional employer
organization related assets, including all customer and client agreements, to
Gevity. Pursuant to the Agreement, Gevity also assumed certain limited
liabilities.
Under the terms of the Agreement, the assets were sold for the sum of
$9,500,000, of which $2,500,000 is being held in escrow subject to retention by
Gevity of a certain level of the fomer TeamStaff clients. As a result, the price
received by TeamStaff may be less than the full $9,500,000. TeamStaff has agreed
to indemnify Gevity for certain pre closing liabilities related to the business
and assets being transferred, including pre existing tax liabilities and
liabilities related to employee benefit plans. A copy of the Asset Purchase
Agreement without exhibits is included as an exhibit to this Form 8K.
Closing of the transaction occurred effective at 12:01 am on Monday,
November 17, 2003.
Effective with the sale, TeamStaff no longer will be in the
professional employer organization business, but will continue with its medical
staffing and payroll processing operations.
ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements.
None
(b) Pro Forma Financial Information
None
(c) Exhibits.
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION
2 Form of Asset Purchase Agreement between TeamStaff, Inc.
and Gevity HR, Inc. dated as of November 14, 2003
99.1 Press release issued by Teamstaff, Inc. and Gevity HR, Inc.
dated November 17, 2003.
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: November 17, 2003 TEAMSTAFF, INC.
(Registrant)
By /s/Edmund Kenealy
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Edmund C. Kenealy,
Vice President, General Counsel
and Secretary