SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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: DECEMBER 6, 2002 (Date of earliest event reported) TEAM AMERICA, INC. (Exact name of registrant as specified in its charter) OHIO 0-21533 31-1209872 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 110 EAST WILSON BRIDGE ROAD WORTHINGTON, OHIO 43085 (614) 848-3995 (Address including zip code, and telephone number, including area code, of registrant's principal executive offices) (Former name or former address, if changed since last report.) ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT (i) The Registrant received a letter dated December 6, 2002 from Ernst & Young LLP stating that the client-auditor relationship between the parties has ceased. As a result, Ernst & Young has resigned as the Registrant's independent accountant effective December 6, 2002. (ii) Ernst & Young did not issue a report on the Registrant's financial statements for the past two fiscal years. The report by the prior principal accountant, Arthur Andersen LLP, for the past two fiscal years did not contain an adverse opinion or a disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles. (iii) The Audit Committee was informed of this letter from Ernst & Young. (iv) The Registrant had no disagreements with Ernst & Young on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. The disclosures required by Item 304(a)(1)(v) of Regulation S-K are not applicable. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 16 Letter from Ernst & Young LLP regarding the information contained herein. SIGNATURE 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. TEAM AMERICA, INC. Registrant /s/ S. Cash Nickerson ------------------------------- S. Cash Nickerson Chairman and CEO Date: December 23, 2002 EXHIBIT INDEX Exhibit No. Description 16 Letter from Ernst & Young LLP regarding the information contained herein.