UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2)
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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TEAMSTAFF, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee
is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously.
Identify the previous filing by registration
statement number, or the Form or Schedule
and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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SEC 1913 (02-02)
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Persons who are to respond to the collection of
information contained in this form are not required to
respond unless the form displays a currently valid OMB
control number.
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TEAMSTAFF, INC.
1 Executive Drive, Suite 130
Somerset, New Jersey 08873
NOTICE OF
THE ANNUAL MEETING OF SHAREHOLDERS
To Be Held on August 19, 2010
Date, Time and Location
You are cordially invited to the Annual Meeting of Shareholders of TeamStaff, Inc., a New
Jersey corporation to be held at the Holiday Inn, 195 Davidson Avenue, Somerset, New Jersey 08873,
on August 19, 2010 at 10:00 a.m. local time.
Agenda
The agenda for the annual meeting is as follows:
1. To elect two Class II Directors to hold office for a period of three years until 2013 or
until a successor is duly qualified and elected;
2. Ratifying the appointment of Withum Smith + Brown, PC as our independent registered
public accounting firm for the fiscal year ending September 30, 2010; and
3. To transact such other business that may properly be brought before the annual meeting or
any adjournment or postponement of the annual meeting.
Record Date
The record date for the annual meeting is July 8, 2010. Only shareholders of record at the
close of business on that date are entitled to notice of, and to vote at, the annual meeting. A
list of these shareholders will be available for inspection at TeamStaffs principal financial
offices at 1 Executive Drive, Suite 130, Somerset, NJ 08873 for a period of ten days before the
annual meeting.
Voting
Whether or not you plan to attend, to assure that your shares are represented at the meeting
please either complete, date and sign the accompanying proxy and return it promptly in the enclosed
envelope or follow the instructions to vote your shares by the Internet or telephone. If you do
attend, you may revoke any prior proxy and vote your shares in person if you wish to do so. Any
prior proxy will automatically be revoked if you execute the accompanying proxy or if you notify
the secretary of the corporation, in writing, prior to the annual meeting of stockholders. We have
included a postage-prepaid envelope for your use, or you may follow the instructions on your proxy
card for voting by Internet or by telephone. Submitting your instructions by any of these methods
will not affect your right to attend the meeting and vote in person.
Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Stockholders on August 19, 2010
The Proxy Statement and our 2009 Annual Report to Stockholders are available at:
http://www.cstproxy.com/teamstaff/2010
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By Order of the Board of Directors
Victor J. DiGioia
Secretary
Dated: July 16, 2010
Table of Contents
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TEAMSTAFF, INC.
1 Executive Drive, Suite 130
Somerset, New Jersey 08873
PROXY STATEMENT
For
Annual Meeting of Shareholders
to be held on August 19, 2010
This proxy statement and the accompanying form of proxy are being furnished to you as a
shareholder of TeamStaff, Inc., a New Jersey corporation (
TeamStaff
or the
Company
), in connection with the Annual Meeting of Shareholders to be held on August 19,
2010 at 10:00 a.m. (Eastern time) at the Holiday Inn, 195 Davidson Avenue, Somerset, New Jersey
08873, and at any adjournment or postponement of the meeting. This proxy statement and the
accompanying form of proxy will be first sent on or about July 16, 2010 to shareholders entitled to
vote at the annual meeting.
SOLICITATION, VOTING AND REVOCABILITY OF PROXIES
On July 8, 2010 (the
Record Date
), there were issued and outstanding 5,103,482
shares of common stock. Only holders of common stock of record at the close of business on the
Record Date are entitled to receive notice of, and to vote at, the annual meeting and any
adjournment thereof. Each share of common stock is entitled to one vote on each matter submitted to
stockholders. Voting is on a non-cumulative basis. Shares of TeamStaffs common stock represented
by an effective proxy in the accompanying form will, unless contrary instructions are specified in
the proxy, be voted:
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1.
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FOR the election of the two (2) persons nominated by the board of
directors to serve as Class II Directors;
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2.
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FOR the ratification of Withum Smith + Brown, PC as our independent
registered public accounting firm for the fiscal year ending September
30, 2010; and
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3.
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FOR such other matters as may be properly brought before the meeting
and for which the persons named on the enclosed proxies determine, in
their sole discretion to vote in favor.
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Quorum
Under TeamStaffs bylaws, the presence, either in person or by proxy, of the holders of a
majority of the outstanding shares of the Companys common stock is necessary to constitute a
quorum permitting action to be taken at the annual meeting. Shares are counted as present at the
meeting if you are present in person at the meeting, or if you have properly submitted a proxy. In
addition, abstentions and broker non-votes are counted as present at the annual meeting for the
purpose of determining the presence of a quorum. A broker non-vote occurs when a broker or
nominee holding shares for a beneficial owner in street name does not vote on a particular
proposal, because the broker or nominee does not have discretionary voting power with respect to
that proposal and has not received voting instructions from the beneficial owner.
Vote required
Election of directors is by plurality vote, with the two nominees receiving the highest vote
totals to be elected as Class II Directors of TeamStaff. Accordingly, abstentions and broker
non-votes will not affect the outcome of the election of directors. The ratification of the
appointment of Withum Smith + Brown, PC as our independent registered public accounting firm for
fiscal 2010 requires the affirmative vote by holders of at least a majority of the shares of
TeamStaffs common stock who attend the meeting in person or are represented at the meeting by
proxy. Abstentions will have the effect of a vote against this proposal, while broker non-votes
will not be taken into account in determining the outcome of the vote on this proposal.
Any other matter submitted to the shareholders will require the affirmative vote of a majority
of the shares represented and entitled to vote, in person or by proxy, at the annual meeting,
unless a greater percentage is required either by law or by our amended certificate of incorporation or bylaws.
If you abstain from voting on any of these matters, your abstention will be considered as present
and entitled to vote for purposes of determining the presence of a quorum, but will have the effect
of a vote against the particular matter. In addition, the proxy confers discretionary authority to
the persons named in the proxy authorizing those persons to vote, in their discretion, on any other
matters properly presented at the annual meeting of stockholders. The board of directors is not
currently aware of any such other matters. If any other matter does properly come before the annual
meeting, the board of directors intends that the persons named in the enclosed form of proxy will
vote on such matter in accordance with their judgment. The persons named as proxies may propose one
or more adjournments of the meeting to permit further solicitations of proxies or for other
reasons. Any such adjournment would require the affirmative vote of the majority of the outstanding
shares present in person or represented by proxy at the meeting.
Manner of Voting
Shareholders whose shares are registered in their own names may vote via the Internet, by
telephone or by mailing a completed proxy card as an alternative to voting in person at the
meeting. Instructions for voting via the Internet, by telephone and by mail are set forth on the
enclosed proxy card and are summarized below. For shares held in street name, please refer to the
voting instruction card included by your broker or nominee.
By Internet
If you have Internet access, you may submit your proxy by following the Vote by
Internet instructions on the proxy card.
By Telephone
You may submit your proxy via telephone by following the Vote by Telephone
instructions on the proxy card.
By Mail
You may submit your proxy by signing your proxy card and mailing it in the enclosed,
postage-prepaid envelope.
If you choose to vote in person, you can attend the annual meeting and cast your vote in
person.
If you are a registered holder, your shares will be voted in the manner that you indicate in
your proxy. The proxy card provides spaces for you to vote FOR, or to WITHHOLD your authority
to vote your shares for the nominees for Class II Directors. The proxy card also provides spaces
for you to vote FOR or AGAINST or ABSTAIN from voting in connection with our proposal to
ratify the appointment of Withum Smith + Brown, PC as our independent registered public accounting
firm for fiscal 2010. If you return a signed proxy card but do not indicate how you wish to vote
your shares, your shares will be voted FOR the election of the nominees for Class II Director and
FOR the ratification of Withum Smith + Brown, PC as our independent registered public accounting
firm for fiscal 2010.
Shares held in Street Name
If you hold your shares in street name, you should follow the directions provided by your
broker or nominee regarding how to instruct your broker or nominee. If you provide specific voting
instructions, your shares will be voted as you instruct. If you sign but do not provide
instructions, your shares will be voted as described below. Many banks and brokerage firms have a
process for their beneficial holders to provide instructions over the phone or via the Internet. If
Internet or telephone voting is unavailable from your bank or brokerage firm, please complete and
return the enclosed voting instruction card in the addressed, postage paid envelope provided. If
you hold your shares in street name through a broker or other nominee, then the broker who holds
your shares has the authority under the applicable stock exchange rules to vote on certain items
when they have not received instructions from you. If you hold your shares in street name it is
critical that you cast your vote if you want it to count in the election of directors (proposal 1
of this proxy statement). In the past, if you held your shares in street name and you did not
indicate how you wanted your shares voted in the election of directors, your bank or broker was
allowed to vote those shares on your behalf in the election of directors as they felt appropriate.
Recent changes in regulation were made to take away the ability of your bank or broker to vote your
uninstructed shares in the election of directors on a discretionary basis. Thus, if you hold your
shares in street name and you do not instruct your bank or broker how to
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vote in the election of directors, no votes will be cast on your behalf. Your bank or broker will, however, continue to
have discretion to vote any uninstructed shares on the ratification of the appointment of the
Companys independent registered public accounting firm (proposal 2 of this proxy statement).
Revocation of Proxies
Any proxy may be revoked at any time before it is voted at the annual meeting. A shareholder
may revoke a proxy by submitting a proxy bearing a later date or by notifying the secretary of
TeamStaff either in writing prior to the annual meeting or in person at the annual meeting.
Revocation is effective only upon receipt of such notice by the secretary of TeamStaff.
Shareholders who hold their shares through a broker, bank or other nominee and wish to vote at the
meeting must bring to the meeting a letter from the broker, bank or other nominee confirming their
beneficial ownership of the shares to be voted.
Solicitation of Proxies
TeamStaff will bear the cost of the solicitation of proxies by the board of directors. The
board of directors may use the services of its executive officers and certain directors to solicit
proxies from shareholders in person and by mail, telegram and telephone. Arrangements may also be
made with brokers, fiduciaries, custodians and nominees to send proxies, proxy statements and other
material to the beneficial owners of TeamStaffs common stock held of record by such persons, and
TeamStaff may reimburse them for reasonable out-of-pocket expenses incurred by them in so doing.
Rules adopted by the Securities and Exchange Commission allow companies to send stockholders a
notice of Internet availability of proxy materials, rather than mail them full sets of proxy
materials. This year, we chose to mail full packages of materials to stockholders. However, in the
future we may take advantage of this new distribution option. If, in the future, we choose to send
such notices, they would contain instructions on how stockholders can access our notice of annual
meeting and proxy statement via the Internet. It would also contain instructions on how
stockholders could request to receive their materials electronically or in printed form on a
one-time or ongoing basis.
Annual Report
The Annual Report to Shareholders on Form 10-K for the fiscal year ended September 30, 2009,
including financial statements, accompanies this proxy statement. Any reference in this proxy
statement to the year or the fiscal year means TeamStaffs fiscal year commencing October 1,
2008 to and including September 30, 2009 unless otherwise specifically indicated.
Principal Offices
The principal executive offices of TeamStaff are located at 1 Executive Drive, Suite 130,
Somerset, New Jersey 08873; TeamStaffs telephone number is (866) 352-5304.
Recommendation of the Board of Directors
The recommendations of our board of directors are set forth in the description of the matters
to be acted on in this proxy statement. In summary, our board of directors recommends a vote:
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FOR
election of the nominees for Class II Directors (see PROPOSAL 1); and
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FOR
the ratification of Withum Smith + Brown, PC as our independent
registered public accounting firm for fiscal 2010 (see PROPOSAL 2).
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With respect to any other matter that properly comes before the meeting, the proxy holders will
vote as recommended by the board of directors or, if no recommendation is given, they will vote in
their own discretion. If you sign and return your proxy card but do not specify how you want to
vote your shares, the persons named as proxy holders on the proxy card will vote in accordance with
the recommendations of the board of directors.
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PROPOSAL I ELECTION OF DIRECTORS
Board Structure and Nominees
Our certificate of incorporation provides for the classification of the board into three
classes of directors, each class as nearly equal in number as possible, but not less than one
director, and each director to serve for a three-year term, staggered by class. The certificate of
incorporation provides that any class of directors of TeamStaff may be removed by the shareholders
only for cause by the affirmative vote of the holders of at least 66
2/3%
of the combined voting
power of all outstanding voting stock. Any vacancies on the board are filled by the affirmative
vote of a majority of the remaining directors then in office, even if less than a quorum, or by the
sole remaining director. Any person nominated by the board of directors to fill the vacancy will
serve until completion of the term of the class member being filled.
The affirmative vote of a plurality of the votes cast, voting together as a single class at
the annual meeting of shareholders, is required to elect the nominees for Class II Directors. All
proxies received by the board of directors will be voted for the election as directors of the
nominees listed below if no direction to the contrary is given. In the event that any nominee is
unable to serve, the proxy solicited hereby may be voted, in the discretion of the proxies, for the
election of another person in his stead. The board of directors knows of no reason to anticipate
that this will occur. No family relationship exists between any of our nominees for election as a
director and other directors or executive officers of TeamStaff.
The terms of the Class II Directors expire at this annual meeting. The present directors of
TeamStaff nominated for re-election to TeamStaffs board of directors as Class II Directors at the
annual meeting are Messrs. Frederick G. Wasserman and William H. Alderman. Both Class II Directors
nominated for election at the annual meeting are currently serving as directors of TeamStaff and
are standing for re-election. As previously reported, on March 18, 2010, Karl W. Dieckmann, the
Vice Chairman of the board of directors and a Class II Director, notified the Company that he would
not stand for reelection at this annual meeting of stockholders.
Our board of directors is currently constituted as set forth in the following table. The Class
II Directors are the only directors nominated for election at the annual meeting.
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Director
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Current
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Continuously
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Term
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Position with Company and Age
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Since
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Expires
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CLASS II NOMINEES
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Frederick G. Wasserman
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Chairman of the Board, 55
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2007
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2010
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William H. Alderman
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Director, 47
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2007
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2010
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CLASS I
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T. Stephen Johnson
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Director, 59
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2001
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2012
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Peter Black
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Director, 38
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2005
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2012
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CLASS III
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Martin J. Delaney
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Director, 67
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1998
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2011
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Zachary C. Parker
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Director, President and
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2010
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2011
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Chief Executive Officer, 52
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We reported on November 3, 2009, that Mr. Rick J. Filippelli, who has served as our President
and Chief Executive Officer since January 2007 and was a member of our board of directors, informed
the board of his intent to resign from such positions in connection with the strategic shift in our current business
plan. Mr. Filippellis
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resignation as President, Chief Executive Officer and a director became
effective as of February 5, 2010 and his resignation from our board was effective at such time. On
February 9, 2010, we entered into an employment agreement with Mr. Zachary C. Parker, pursuant to
which he agreed to serve as our Chief Executive Officer and President commencing on February 22,
2010. Pursuant to his employment agreement, Mr. Parker was elected to our board of directors
effective on February 22, 2010.
Business Experience of Board of Directors and Nominees
William H. Alderman
joined the board of directors in January 2007. Mr. Alderman has over 15
years experience providing investment banking services across multiple industries, with a
particular expertise in financings, and mergers and acquisitions in the aerospace and defense
industry. Since March 2001, Mr. Alderman has been the President of Alderman & Company Capital, LLC,
a securities broker specializing in the aerospace and defense industries. Mr. Alderman started his
career at Bankers Trust Company and has held senior positions in investment management and
corporate development at GE Capital, Aviation Sales Company, and most recently as managing director
of the aviation investment banking practice of Fieldstone Investments. Mr. Alderman received a MBA
from the J.L. Kellogg Graduate School of Management in 1989 and is also a graduate of Kenyon
College and the Taft School. Mr. Alderman is currently a director of Breeze-Eastern Corp. (member
Strategic Planning Committee).
Peter Black
joined the board of directors in March 2005. For the past ten years, Mr. Black has
been an Investment Analyst and Portfolio Manager at Wynnefield Capital, Inc., where he is
responsible for researching and identifying small-cap value investments. Mr. Black has initiated
investments on Wynnefields behalf that span multiple industries. Prior to joining Wynnefield, Mr.
Black was an investment banker in the mergers and acquisition departments of UBS Securities and SG
Cowen & Co. Mr. Black is a graduate of Boston College and received his MBA from Fordham University.
Wynnefield Capital, Inc., through certain of its investment funds, is the owner of approximately
26% of our outstanding shares of common stock. Mr. Black is currently a director of Underground
Solutions, Inc. (member Compensation and Audit Committees).
Martin J. Delaney
joined the board of directors in July 1998. Mr. Delaney served as a Senior
Vice President of TeamStaff from January 2005 to December 2005. Mr. Delaney is an attorney and
healthcare executive who began his hospital management career in 1971 as an assistant administrator
at Nassau County Medical Center. He has been a director of a large regional health maintenance
organization on Long Island, the Hospital Association of New York State, the Greater New York
Hospital Association, and chairman of the Nassau-Suffolk Hospital Council. He has been President,
CEO and a director of Winthrop University Hospital, Winthrop South Nassau University Health Care
Systems, and the Long Island Health Network. He has a graduate degree in health care management
from The George Washington University and a law degree from St. Johns University. He has been
admitted to practice in New York State and federal courts.
T. Stephen Johnson
has been a director of Teamstaff since September 2001 and served as the
Chairman of the Board of TeamStaff from September 2001 until July 2009. He has served as Chairman
of T. Stephen Johnson & Associates, Inc., financial services consulting firm, and its related
entities since inception in 1986. Mr. Johnson is a long-time banking consultant and Atlanta-based
entrepreneur who has advised and organized dozens of community banks throughout the Southeast. He
is Chairman Emeritus of Netbank, an Internet-only bank, as well as Chairman and principal owner of
Bank Assets, Inc., a provider of benefit programs for directors and officers of financial
institutions. Mr. Johnson is Chairman of the Board of Director, Inc. a company specializing in
providing financial services for un-banked individuals and member of the board of the Bank of
Atlanta.
Zachary C. Parker
joined the board of directors of TeamStaff and became TeamStaffs President
and Chief Executive Officer in February 2010. Mr. Parker has extensive experience in the government
services industry in a variety of leadership roles focused on the provision of program management
and systems engineering services, logistics and complementary services for the U.S. Department of
Defense, civil agencies and commercial clients. From March 2008 to February 2010 Mr. Parker held
increasing leadership positions with aerospace and defense service provider VT Group plcs US
operations. These included President of VT Griffin, its largest US entity, and
Corporate Executive VP for business development for the entire US operations. In that
capacity, Mr. Parker was
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responsible for strategic planning, new business development and
overseeing business intelligence and market research and communications. Mr. Parker joined the VT
Group following a nineteen year career with Northrop Grumman where he held a number of key
leadership and business development positions, including the position of Executive Director,
Business Development, which he held from March 2005 to February 2008. Mr. Parker is active in both
professional and community associations including the Governmental Affairs Committee of the
Washington DC-based Professional Services Council and has served as industry co-chair of the
Government/Industry Partnership Executive Council. Mr. Parker earned his bachelors degree from
California State University, Northridge, with honors, specializing in Human Factors Engineering and
has completed post-graduate studies.
Frederick Wasserman
joined the board of directors in January 2007 and was appointed its
Chairman of the Board in July 2009. Mr. Wasserman is President of FGW Partners, LLC, a financial
management consulting firm he started, effective as of May 1, 2008. From August 2005 until December
31, 2006, Mr. Wasserman was the Chief Operating/Financial Officer for Mitchell & Ness Nostalgia
Co., a privately-held manufacturer and distributor of licensed sportswear and authentic team
apparel. Prior to Mitchell & Ness, Mr. Wasserman served as the President of Goebel of North
America, a U.S. subsidiary of the German specialty gift maker, from January 2001 to February 2005.
Mr. Wasserman also served as the Chief Financial Officer of Goebel North America in 2001. Prior to
Goebel, Mr. Wasserman served as both the Interim President and full-time Chief Financial Officer of
Papel Giftware from 1995 to 2001. Mr. Wasserman spent the first 13 years of his career in the
public accounting profession. He received a Bachelor of Science degree in Economics from the
University of Pennsylvanias Wharton School, and has been a Certified Public Accountant. Mr.
Wasserman also serves as a director of Acme Communications, Inc. (chairman- Nominating Committee,
member- Audit Committee), Allied Defense Group, Inc. (member-Audit Committee, Ethics and Governance
Committee), Breeze Eastern Corporation (chairman- Audit Committee), Gilman + Ciocia, Inc.
(chairman- Compensation Committee, member- Audit Committee), Crown Crafts, Inc. and AfterSoft
Group, Inc. (chairman Audit Committee and member Governance and Nomination Committee).
Qualifications of Nominees and Directors
Our Nominating and Corporate Governance Committee has evaluated and recommended each of the
directors currently standing for election at the annual meeting. The following table summarizes
the specific experience, qualifications, attributes or skills of the directors and director
nominees that led our Nominating and Corporate Governance Committee to conclude that such persons
should serve as a director of Teamstaff:
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Nominees
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Relevant Experience and Qualifications
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William H. Alderman
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Approximately twenty years of experience in
corporate development and investment banking in the
aerospace and defense industry, which are
businesses that encompass significant government
contracting expertise. Possesses a breadth of
knowledge about TeamStaffs business as a result of
service on our board since 2007.
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Peter Black
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Significant business and financial experience and
background in investment banking derived from
experience with Wynnefield Capital, Inc. and prior
employers in the investment banking industry. From
his investment banking experience, Mr. Black
provides the board with meaningful guidance in
creating shareholder value. Breadth of knowledge
about TeamStaffs business as a result of service
on our board since 2005.
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Martin J. Delaney
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Extensive experience as an executive in the
healthcare industry with over 35 years of
management positions in various capacities in
healthcare businesses, including service as chief
executive of a hospital. From his education and
training as an attorney, Mr. Delaney provides the
board with a valuable perspective in considering
various matters affecting the Company. Possesses a
breadth of knowledge about TeamStaffs business as
a result of service on our board since 1998 and
service as senior vice president during 2005.
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T. Stephen Johnson
|
|
Significant business and financial experience
derived from approximately twenty five years of
experience in the banking and financial services
industries. From his banking experience, Mr.
Johnson provides TeamStaff with specific insights
in considering matters concerning the capital
markets. Possesses a breadth of knowledge about
TeamStaffs business as a result of service on our
board since 2001.
|
- 6 -
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Nominees
|
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Relevant Experience and Qualifications
|
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|
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Zachary C. Parker
|
|
Mr. Parker is our President and Chief Executive
Officer and has extensive executive experience in
the government services industry. As a result of
his position as our President and Chief Executive
Officer, he has a deep understanding of our
operations and strategy and his prior executive
experience provides him with significant knowledge
of the government services industry.
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Frederick G. Wasserman
|
|
Significant business, accounting and financial
experience arising from service as Chief Financial
Officer and executive officer of Mitchell & Ness
Nostalgia Co., Goebel of North American and Papel
Giftware as well as 13 years of experience in the
public accounting profession. From his experience
serving on the board of numerous companies,
including Allied Defense Group, Inc., a government
contractor, Mr. Wasserman provides the Company with
meaningful management and corporate governance
expertise. Possesses a breadth of knowledge about
TeamStaffs business as a result of service on our
board since 2007.
|
Business Experience of Executive Officers
Set forth below is information regarding each of our executive officers as of the Record Date.
Further information about Mr. Parker is presented above under the heading Business Experience of
Board of Directors and Nominees.
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Name
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Age
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Positions
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Zachary C. Parker
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52
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President, Chief Executive Officer and Director
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Cheryl Presuto
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45
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Chief Financial Officer, Controller
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Kevin Wilson
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44
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President, TeamStaff Government Solutions, Inc.
|
Cheryl Presuto
was appointed to the position of Chief Financial Officer in October 2007. She
also serves as the Companys Controller, a position she has held since August 2004. Ms. Presuto
previously served as TeamStaffs Accounting Manager since January 2002. Prior to joining TeamStaff,
Ms. Presuto spent four years with the newspaper division of Gannett, Inc., where she served as
Accounting Manager and Assistant Controller. Prior to joining Gannett, Ms. Presuto held various
accounting and consulting positions. Ms. Presuto holds a Bachelor of Science degree in Accounting
from Fairleigh Dickinson University where she graduated summa cum laude.
Kevin Wilson
was appointed as the President of TeamStaff GS in October 2008. Previously, Mr.
Wilson served as the Director of TeamStaff GS from June 2007 through September 2008. From January
2004 to June 2007, Mr. Wilson served as the Director of Strategic Alliances of Varec, Inc., where
he was responsible for business development in the domestic and foreign defense markets. Prior to
his tenure at Varec, Inc., from March 1997 to January 2004, Mr. Wilson was the Program Manager for
a multiyear defense services contract with Endress Hauser Systems & Gauging. Mr. Wilson also worked
at Tracer Research Corporation from January 1990 to March 1997, where he was Project Manager for
the United States Air Force, Air Combat Command professional services contract. Mr. Wilson holds a
Bachelor of Science degree in Business Marketing from Northwest Missouri State University.
Meetings of the Board of Directors; Independence and Committees
During the fiscal year ended September 30, 2009, the board of directors met on 8 occasions.
Our board of directors determined that as of September 30, 2009, Messrs. Alderman, Black, Delaney,
Dieckmann, Johnson and Wasserman satisfied the independence requirements within the meaning of the
Nasdaq Marketplace Rules.
- 7 -
The board of directors has five standing committees: Audit Committee, Management Resources and
Compensation Committee, Executive Committee, Nominating and Corporate Governance Committee and
Strategic Planning Committee. Each of these committees has a written charter approved by the board
of directors. Other than the charter of the Strategic Planning Committee, all of the charters of
our board committees, as well as the Companys corporate governance guidelines, are available at
the Companys website,
www.teamstaff.com
(click on Investors, then on Corporate
Governance).
For the fiscal year ended September 30, 2009, a general description of the duties of the
committees, their members and number of times each committee met were as follows:
Audit Committee.
A copy of the Audit Committees amended and restated charter may be viewed on
our website at
www.teamstaff.com
. TeamStaffs Audit Committee acts to: (i) review with
management the finances, financial condition and interim financial statements of TeamStaff; (ii)
review with TeamStaffs independent registered public accounting firm the year-end financial
statements; and (iii) review implementation with the independent registered public accounting firm
and management any action recommended by the independent registered public accounting firm and the
retention and termination of TeamStaffs independent registered public accounting firm. From
October 1, 2008 to the present, the members of our Audit Committee were and are Mr. Wasserman
(Chair), Mr. Black and Mr. Dieckmann. Mr. Wasserman is also designated as our audit committee
financial expert. During the 2009 fiscal year, all of the members of our Audit Committee were
independent within the definition of that term as provided by the Nasdaq Marketplace Rules.
During the fiscal year ended September 30, 2009, the Audit Committee met on 5 occasions.
Management Resources and Compensation Committee.
The charter governing the activities of the
Management Resources and Compensation Committee (sometimes referred to as the Compensation
Committee) may be viewed online on our website at
www.teamstaff.com.
The Management
Resources and Compensation Committee functions include negotiation and review of all employment
agreements of executive officers of TeamStaff and administration of TeamStaffs 2006 Long Term
Incentive Plan, its 2000 Employee Stock Option Plan and Non-Executive Director Stock Option Plan.
From October 1, 2008 to the present, the members of the Management Resources and Compensation
Committee were and are Mr. Black (Chair), Mr. Dieckmann and Mr. Johnson. At all times, members of
the Management Resources and Compensation Committee satisfied the independence requirements of the
Nasdaq Marketplace Rules. During the fiscal year ended September 30, 2009, this committee met on 3
occasions.
Nominating and Corporate Governance Committee
. The charter governing the activities of the
Nominating and Corporate Governance Committee may be viewed online on our website at
www.teamstaff.com
. Pursuant to its charter, the Nominating and Corporate Governance Committees
tasks include reviewing and recommending to the board issues relating to the boards composition
and structure; establishing criteria for membership and evaluating corporate policies relating to
the recruitment of board members; implementing and monitoring policies regarding principles of
corporate governance in order to ensure the boards compliance with its fiduciary duties to the
Company and its shareholders; and making recommendations regarding proposals submitted by
shareholders. The Nominating and Corporate Governance Committee functions also include the review
of all candidates for a position on the board of directors including existing directors for
re-nomination and reports its findings with recommendations to the board. The Nominating and
Corporate Governance Committee solicits candidates on behalf of TeamStaff to fill any vacancy on
the board. The members of the Nominating and Corporate Governance Committee members are Mr.
Alderman (Chair), Mr. Delaney, Mr. Dieckmann and Mr. Johnson, each of whom satisfy the independence
requirements of the Nasdaq Marketplace Rules. Mr. Delaney was appointed to this committee in April
2009. During the fiscal year ended September 30, 2009, this committee met on 2 occasions.
Strategic Planning Committee
. The board of directors established a Strategic Planning
Committee on July 30, 2009. Members of this committee are Messrs. Alderman, Black, Delaney and
Wasserman. Mr. Alderman serves as the chairman of this committee. The Strategic Planning Committee
was created in order to confirm the strategic decisions of the Company and, as necessary, engage
the services of outside professionals to assess the market for the Companys products and services,
and confirm or suggest modifications to, the Companys business plans. During the 2009 fiscal year,
the Strategic Planning Committee met on 2 occasions.
Executive Committee
. The board of directors created an Executive Committee effective September
4, 2001. Executive Committee members are currently Mr. Karl W. Dieckmann and Mr. Rick Wasserman.
Mr. Wasserman
- 8 -
replaced Mr. Johnson on this committee at the time of his appointment as the Chairman of the
Board. Mr. Wasserman serves as its chairman. This committee did not meet during the fiscal year
ended September 30, 2009.
No member of the board or any committee failed to attend at least, or participated in fewer
than, 75% of the meetings of the board or of a committee on which such member serves.
Corporate Governance
Board Leadership Structure
We have separated the positions of chairman of the board and chief executive officer
consistent with the view of the board that such a structure is the most appropriate for us based on
the size of the board as well as the experience of the applicable individuals, the current business
environment of our company or other relevant factors. Further, the board believes that the
separation of the positions of chief executive officer and chairman of the board strengthens its
governance structure, fosters clear accountability and enhances alignment on corporate strategy. We
will continue to review this structure from time to time in accordance with the needs of the
Company.
Boards Role in Oversight of Risk
The board of directors does not have a separate risk oversight body but rather manages risk
directly. The board of directors mitigates risks through discussing with management the appropriate
level of risk for the Company and evaluating the risk information received from management. These
risks include financial, technological, competitive, and operational risks. Further, the Audit
Committee receives updates from senior management and assesses risk in satisfaction of their risk
management role in accordance with the Audit Committee charter. Our Audit Committee charter
provides that the Audit Committee is responsible for monitoring material financial and operating
risks of the Company. On a quarterly basis, management reports to the Audit Committee regarding our
various risk areas. In addition, each of the other committees of the board of directors considers
risks within its area of responsibility.
Nominating Matters
Our Nominating and Corporate Governance Committee considers candidates for election to our
board of directors, whether recommended by security holders or otherwise, in accordance with the
following criteria. The Nominating and Corporate Governance Committee applies the following general
criteria to all candidates:
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Nominees shall have a reputation for integrity, honesty and adherence to high ethical standards.
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Nominees should have demonstrated business acumen, experience and the ability to exercise sound
judgment in matters that relate to current and long term objectives of the Company and should
be willing and able to contribute positively to TeamStaffs decision-making process.
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Nominees should have a commitment to understand the Company and its industries and to regularly
attend and participate in meetings of the board and its committees.
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Nominees should have the interest and ability to understand the sometimes conflicting interests
of the various constituencies of the Company, which include shareholders, employees, customers,
governmental units, creditors and the general public, and to act in the interests of all
shareholders.
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Nominees should not have, nor appear to have, a conflict of interest that would impair the
nominees ability to represent the interests of all the Companys shareholders and to fulfill
the responsibilities of a director.
|
- 9 -
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Nominees shall not be discriminated against on the basis of race, religion, national origin,
sex, disability or any other basis proscribed by applicable law.
|
The re-nomination of existing directors is not to be viewed as automatic, but is based on
continuing qualification under the various criteria set forth above. In addition, the Nominating
and Corporate Governance Committee considers the existing directors performance on the board and
any committee thereof. The Nominating and Corporate Governance Committee also considers the
backgrounds and qualifications of the directors considered as a group. Although the Company does
not have a formal policy with regard to the consideration of diversity in identifying nominees, the
Nominating and Corporate Governance Committee will consider whether the candidate assists in
achieving a mix of members that represents a diversity of background and experience, including with
respect to age, gender, international background, race and specialized experience. Accordingly, the
Nominating and Corporate Governance Committee strives to ensure that the board, when taken as a
whole, provides a significant breadth of experience, knowledge and abilities that shall assist the
board in fulfilling its responsibilities. Nominees for the board of directors should be committed
to enhancing long-term stockholder value and must possess a high level of personal and professional
ethics, sound business judgment and integrity. The Nominating and Corporate Governance Committee
may from time to time review the appropriate skills and characteristics required of board members,
including such factors as business experience, diversity, and personal skills in finance,
marketing, international business, financial reporting and other areas that are expected to
contribute to an effective board of directors. In evaluating potential candidates for the board of
directors, the Nominating and Corporate Governance Committee considers these factors in the light
of the specific needs of the board of directors at that time.
Procedure for Shareholders in Submitting Director Candidate Recommendations
Any shareholder who desires the Nominating and Corporate Governance Committee to consider one
or more candidates for nomination as a director should, either by personal delivery or by United
States mail, postage prepaid, deliver a written recommendation addressed to the Chairman,
TeamStaff, Inc. Nominating and Corporate Governance Committee at 1 Executive Drive, Suite 130,
Somerset, New Jersey 08873, not later than (i) with respect to an election to be held at an annual
meeting of shareholders, 90 days prior to the anniversary date of the immediately preceding annual
meeting or if an annual meeting has not been held in the preceding year, 90 days prior the first
Tuesday in April; and (ii) with respect to an election to be held at a special meeting of
shareholders for the election of directors, the close of business on the tenth day following the
date on which notice of such meeting is first given to shareholders. Each written recommendation
should set forth: (a) the name and address of the shareholder making the recommendation and of the
person or persons recommended; (b) the consent of such person(s) to serve as a director(s) of the
Company if nominated and elected; and (c) a description of how the person(s) satisfy the General
Criteria for consideration as a candidate referred to above in the section entitled
Nominating and
Corporate Governance Matters
.
Additional Criteria for Notice of Shareholder Nominees
In accordance with our by-laws, any shareholder entitled to vote in the election of directors
generally may nominate one or more persons for election as directors at a meeting only if written
notice of such shareholders intent to make such nomination or nominations has been given, either
by personal delivery or by United States mail, postage prepaid, to the secretary of the Company in
accordance with the terms described in the preceding paragraph. Each such notice shall set forth:
(a) the name and address of the shareholder who intends to make the nomination and of the person or
persons to be nominated; (b) a representation that the shareholder is a holder of record of stock
of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the notice; (c) a description of all
arrangements or understandings between the shareholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or nominations are to be
made by the shareholder; (d) such other information regarding each nominee proposed by such
shareholder as would be required to be included in a proxy statement filed pursuant to the proxy
rules of the Securities and Exchange Commission (
SEC
); and (e) the consent of each
nominee to serve as a director of the Company if so elected.
- 10 -
Shareholder Communications with the Board
Any shareholder may communicate with the board of directors in writing through the Companys
Corporate Secretary (at TeamStaff, Inc., 1 Executive Drive, Suite 130, Somerset, New Jersey 08873)
provided that the communication identifies the shareholder and the number and type of securities
held by that shareholder. The secretary reviews such communications, and forwards them to the board
of directors unless the secretary, in consultation with the Chief Executive Officer, determines
that the communication is inappropriate for the boards consideration (for example, if it relates
to a personal grievance or is unrelated to Company business). The secretary maintains a permanent
written record of all such shareholder communications received by the secretary. This process was
unanimously approved by the Nominating and Corporate Governance Committee of the board of directors
(which is comprised of independent directors).
Attendance at Annual Meetings
All of the nominees for directors being voted upon at the annual meeting are directors
standing for re-election. Except in the event of unexpected or unusual circumstances, all nominees
other directors are expected to be present at the annual meeting of shareholders. During the annual
meeting of stockholders held on April 22, 2009, all of our directors were present.
Management Resources and Compensation Committee Interlocks
Mr. Peter Black (Chair), Mr. Karl W. Dieckmann and Mr. T. Stephen Johnson served on the
Management Resources and Compensation Committee for the fiscal year ended September 30, 2009. There
are no interlocks between TeamStaffs directors and directors of other companies.
Code of Ethics and Business Conduct
On June 20, 2003, TeamStaff distributed a company-wide Code of Ethics and Business Conduct and
Code of Ethics for our Chief Executive Officer, Chief Financial Officer and Controller.
Additionally, both the codes were posted on TeamStaffs internal intranet website and are available
on TeamStaffs Internet web address,
www.teamstaff.com
. These codes were adopted by TeamStaffs
board of directors, and provide employees with a confidential method of reporting suspected code
violations.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors and executive officers, and persons
who own, directly or indirectly, more than 10% of a registered class of our equity securities, to
file with the SEC initial reports of ownership and reports of changes in ownership of common stock
and other equity securities we issue. Officers, directors and greater than 10% shareholders are
required by SEC regulations to furnish us with copies of all Section 16(a) forms that they file.
Based solely on a review of the copies of such reports received by us, we believe that all Section
16(a) filing requirements applicable to our officers, directors and 10% shareholders were complied
with during the 2009 fiscal year.
Director Compensation
Effective as of October 1, 2007, our board determined to reinstitute a cash compensation
policy for non-executive directors. Accordingly, our non-executive directors are compensated as
follows.
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The annual director fee for our non-executive directors is $15,000;
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the Chairman of Board and the Audit Committee Chairman shall receive an additional $3,500 per year;
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the Vice Chairman of the Board, Chairman of the Management Resources and Compensation Committee
and Chairman of the Nominating and Corporate Governance Committee shall each receive an additional
$2,500 per year;
|
- 11 -
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each non-executive director shall be eligible for an annual grant of 3,750 shares of restricted
common stock pursuant to the Company 2006 Long Term Incentive Plan;
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each non-executive director shall be eligible for an additional annual grant of 1,250 shares of
restricted stock for each committee membership held by a non-executive director under the
Companys 2006 Long Term Incentive Plan;
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reasonable and customary expenses incurred in attending the board and committee meetings are
reimbursable.
|
In addition, on February 12, 2009, our board approved an increase in the cash fees payable to
our non-executive directors from $15,000 to $20,000 per annum, effective as of such date. A
summary of non-executive director compensation for the year ended September 30, 2009 is as follows:
Summary of Non-Executive Director Compensation
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Change in
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Pension Value
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Fees
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and
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Earned
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Non-Equity
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Nonqualified
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or Paid
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Stock
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Option
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Incentive Plan
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Deferred
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All Other
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in Cash
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Awards
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Awards
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Compensation
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Compensation
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Compensation
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Name (1)
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($)
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($) (2)
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($)
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($)
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Earnings ($)
|
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($)
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Total ($)
|
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T. Stephen Johnson
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$
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21,250
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$
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8,375
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$
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$
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29,625
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Karl W. Dieckmann
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$
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20,833
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$
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11,725
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$
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1,557
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$
|
34,115
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William H. Alderman
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$
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20,833
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$
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8,375
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$
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1,762
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$
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30,970
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Peter Black
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$
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20,833
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$
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10,050
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$
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$
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30,883
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Martin J. Delaney
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$
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18,333
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$
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8,375
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$
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698
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$
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27,406
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Frederick G. Wasserman
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$
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22,417
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$
|
10,050
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$
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$
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32,467
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(1)
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As of September 30, 2009, each director had the following number of Director Plan options outstanding: Mr. Johnson 3,750; Mr. Dieckmann 3,750; Mr. Alderman 0; Mr.
Black 3,125; Mr. Delaney 2,500; Mr. Wasserman 0
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(2)
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No restricted stock awards were granted to our non-executive directors during the 2009 fiscal year. Following the end our 2009 fiscal year, on October 13, 2009, we granted
an aggregate of 42,500 shares of restricted stock to our non-executive directors as follows: Mr. Johnson 6,250 shares; Mr. Dieckmann 8,750 shares; Mr. Alderman
6,250 shares; Mr. Black 7,500 shares; Mr. Delaney 6,250 shares; and Mr. Wasserman 7,500 shares. The closing price of our common stock on such date was $1.34.
|
Report of the Audit Committee of the Board of Directors
The Audit Committee is comprised solely of independent directors, as defined in the
Marketplace Rules of The Nasdaq Stock Market, and operates under a written charter. Management has
the primary responsibility for the financial statements and the reporting process, including
internal control systems. Our independent registered public accounting firm, Withum Smith + Brown,
PC, is responsible for expressing an opinion as to the conformity of our audited financial
statements with generally accepted accounting principles. In fulfilling its oversight
responsibilities, the Audit Committee:
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reviewed and discussed the audited
financial statements with TeamStaffs
management and its independent registered
accounting firm;
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reviewed with the Companys independent
registered public accounting firm, who
are responsible for expressing an opinion
on the conformity of those audited
financial statements in accordance
|
- 12 -
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with
accounting principles generally accepted
in the United States of America, their
judgments as to the Companys accounting
principles and such other matters as are
required to be discussed with the Audit
Committee under Statement on Auditing
Standards No. 61, Communications with
Audit Committees, as amended (AICPA,
Professional Standards
, Vol. 1. AU
Section 380), as adopted by the Public
Company Accounting Oversight Board
(PCAOB)
in Rule 3200T;
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discussed with the independent registered
public accounting firm their independence
from management and the Company and has
received from the independent registered
public accountants the written
disclosures and letter required by
applicable requirements of the Public
Company Accounting Oversight Board
regarding the independent accountants
communications with the Audit Committee
concerning independence, discussed with
the independent registered public
accounting firm any relationships that
may impact their objectivity and
independence, and satisfied itself as to
the registered public accounting firms
independence; and
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discussed with management and the
independent registered public accountants
the quality and adequacy of the Companys
internal controls and reviewed with the
independent registered public
accountants, their audit plans, audit
scope and identification of audit risks;
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recommended to the board of directors of
TeamStaff, on the basis of the foregoing
statements, that the audited financial
statements be included in TeamStaffs
Annual Report on Form 10-K for the fiscal
year ended September 30, 2009 for filing
with the SEC.
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The Audit Committee
:
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Frederick Wasserman, Chair
|
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Karl W. Dieckmann
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Peter Black
|
The presentation of this report of the Audit Committee does not constitute ''soliciting
material and should not be deemed ''filed with the SEC or incorporated by reference into any
other filing by us under the Securities Act of 1933, as amended, or the Securities Exchange Act of
1934, as amended, whether made before or after the date hereof, except to the extent we
specifically incorporate this report by reference therein.
Vote Required and Board Recommendation
The affirmative vote of the holders of a plurality of the shares of common stock voting at the
annual meeting is required for the approval of the nominees for Class II Directors.
THE BOARD OF
DIRECTORS RECOMMENDS THAT YOU VOTE
FOR
THE NOMINEESS FOR THE CLASS II DIRECTORS AS
DESCRIBED IN THIS PROPOSAL NO. 1.
- 13 -
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Withum Smith + Brown, PC has served as our independent registered public accounting firm since
July 2007. The Audit Committee of our board of directors has reappointed Withum Smith + Brown, PC
as our independent registered public accountants for the fiscal year ending September 30, 2010, and
has further directed that management submit the selection of Withum Smith + Brown, PC as our
independent registered public accounting firm for ratification by the stockholders at the annual
meeting. Stockholder ratification of the selection of Withum Smith + Brown, PC as our independent
registered public accounting firm is not required by our bylaws, New Jersey corporate law or
otherwise. The board of directors has elected to seek such ratification as a matter of good
corporate practice. Should the stockholders fail to ratify the selection of Withum Smith + Brown,
PC as our independent registered public accounting firm, the Audit Committee will reconsider
whether to retain that firm for fiscal 2010. Even if the selection is ratified, our Audit Committee
in its discretion may direct the appointment of a different independent registered public
accounting firm at any time during the year if they determine that such a change would be in the
best interests of our shareholders and the Company. Representatives of Withum Smith + Brown, PC are
expected to be present at the annual meeting, will have an opportunity to make a statement if they
so desire and will be available to respond to appropriate questions.
Principal Accountant Fees and Services
The Audit Committee of the board of directors of TeamStaff has selected Withum Smith + Brown,
PC, as its independent registered public accounting firm for the current fiscal year. During the
2009 fiscal year, the audit services provided by Withum Smith + Brown, PC consisted of examination
of financial statements, services relative to filings with the Securities and Exchange Commission,
and consultation in regard to various accounting matters. The following table presents the total
fees billed for professional audit and non-audit services rendered by our independent registered
public accounting firm for the years ended September 30, 2009 and 2008, and fees billed for other
services rendered by our independent registered public accounting firm during those periods.
|
|
|
|
|
|
|
|
|
|
|
Year Ended September 30,
|
|
|
|
2009
|
|
|
2008
|
|
Audit Fees (1)
|
|
$
|
175,000
|
|
|
$
|
170,000
|
|
|
|
|
|
|
|
|
|
|
Audit-Related Fees (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax Fees (3)
|
|
|
103,000
|
|
|
|
106,000
|
|
|
|
|
|
|
|
|
|
|
All Other Fees (4)
|
|
|
15,500
|
|
|
|
13,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
293,500
|
|
|
$
|
289,000
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Audit services consist of work performed in the examination of
financial statements, as well as work that generally only the
independent registered public accounting firm can reasonably be
expected to provide, including attest services and consultation
regarding financial accounting and/or reporting standards.
|
|
(2)
|
|
Audit-related services consist of assurance and related services that
are traditionally performed by the independent registered public
accounting firm, including due diligence related to mergers and
acquisitions and special procedures required to meet certain
regulatory requirements.
|
|
(3)
|
|
Tax services consist of all services performed by the independent
registered public accounting firms tax personnel, except those
services specifically related to the audit of the financial
statements, and includes fees in the areas of tax compliance, tax
planning, and tax advice.
|
- 14 -
|
|
|
(4)
|
|
Other services consist of those service not captured in the other
categories, principally audit services for the Companys 401(k) plan.
|
Our Audit Committee has determined that the services provided by our independent registered
public accounting firm and the fees paid to them for such services has not compromised the
independence of our independent registered public accounting firm.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services
Consistent with SEC policies regarding auditor independence, the Audit Committee has
responsibility for appointing, setting compensation and overseeing the work of the independent
registered public accounting firm. In recognition of this responsibility, the Audit Committee has
established a policy to pre-approve all audit and permissible non-audit services provided by the
independent registered public accounting firm. Prior to engagement of the independent registered
public accounting firm for the next years audit, management will submit a detailed description of
the audit and permissible non-audit services expected to be rendered during that year for each of
four categories of services provided by the independent registered public accounting firm to the
Audit Committee for approval. The four categories of services provided by the independent
registered public accounting firm are as defined in the footnotes to the fee table set forth above.
In addition, management will also provide to the Audit Committee for its approval a fee proposal
for the services proposed to be rendered by the independent registered public accounting firm.
Prior to the engagement of the independent registered public accounting firm, the Audit Committee
will approve both the description of audit and permissible non-audit services proposed to be
rendered by the independent registered public accounting firm and the budget for all such services.
The fees are budgeted and the Audit Committee requires the independent registered public accounting
firm and management to report actual fees versus the budget periodically throughout the year by
category of service.
During the year, circumstances may arise when it may become necessary to engage the
independent registered public accounting firm for additional services not contemplated in the
original pre-approval. In those instances, the Audit Committee requires separate pre-approval
before engaging the independent registered public accounting firm. To ensure prompt handling of
unexpected matters, the Audit Committee may delegate pre-approval authority to one or more of its
members. The member to whom such authority is delegated must report any pre-approval decisions to
the Audit Committee at its next scheduled meeting.
Vote Required and Board Recommendation
The affirmative vote of the holders of a majority of the votes cast at the annual meeting is
required for the ratification of Withum Smith + Brown, PC as our independent registered public
accounting firm for fiscal 2010.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE
FOR
THE
RATIFICATION OF WITHUM SMITH + BROWN, PC AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
FISCAL 2010 AS DESCRIBED IN THIS PROPOSAL NO. 2.
- 15 -
EXECUTIVE COMPENSATION
This section provides information, in tabular and narrative formats specified in applicable
SEC rules, regarding the amounts of compensation paid to each of our named executive officers and
related information. As a smaller reporting company, the Company has presented such information in
accordance with the scaled disclosure requirements permitted under applicable SEC regulations.
Summary Compensation Table
The following table sets forth certain information concerning all cash and non-cash
compensation awarded to, earned by or paid to our named executive officers, during the two fiscal
years ended September 30, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Pension
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonqualified Deferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Compensation
|
|
|
All Other
|
|
|
|
|
Name and Principal
|
|
|
|
|
|
Salary
|
|
|
Bonus
|
|
|
Awards
|
|
|
Earnings
|
|
|
Compensation
|
|
|
|
|
Position
|
|
Year
|
|
|
($)(1)
|
|
|
($)(2)
|
|
|
($)(3)
|
|
|
($)
|
|
|
($)(4)
|
|
|
Total ($)
|
|
Rick J. Filippelli, ()
President and Chief Executive Officer
|
|
|
2009
2008
|
|
|
$
$
|
290,000
280,000
|
|
|
$
$
|
196,000
|
|
|
$
$
|
44,625
100,796
|
|
|
$
$
|
|
|
|
$
$
|
4,169
4,495
|
|
|
$
$
|
338,794
581,291
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cheryl Presuto,
Chief Financial Officer
|
|
|
2009
2008
|
|
|
$
$
|
181,000
175,000
|
|
|
$
$
|
87,500
|
|
|
$
$
|
25,500
57,433
|
|
|
$
$
|
|
|
|
$
$
|
2,501
3,394
|
|
|
$
$
|
209,001
323,327
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dale West, President,
TeamStaff Rx (5)
|
|
|
2009
|
|
|
$
|
200,000
|
|
|
$
|
|
|
|
$
|
50,500
|
|
|
$
|
|
|
|
$
|
990
|
|
|
$
|
251,490
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kevin Wilson, President,
TeamStaff GS
|
|
|
2009
|
|
|
$
|
200,000
|
|
|
$
|
|
|
|
$
|
25,500
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
225,500
|
|
|
|
|
()
|
|
Effective February 5, 2010, Mr. Filippelli resigned as our President, Chief Executive Officer and a
director. Mr. Parkers employment as our President and Chief Executive Officer was effective as of
February 22, 2010. Ms. Presuto served as our acting President, in addition to her other officer
positions, during the period following the effective date of Mr. Filippellis resignation and the
commencement of Mr. Parkers employment.
|
|
(1)
|
|
Salary is comprised of the cash salary paid to the Named Executive Officers during fiscal 2009 and 2008.
|
|
(2)
|
|
Bonus is comprised of cash awards made to the Named Executive Officers in the discretion of the
Companys board of directors as recommended by the Management Resources and Compensation Committee,
subject to certain performance and EBITDA requirements.
|
|
(3)
|
|
Stock Awards reflect the portion of restricted stock grants awarded to Named Executives Officers under
the Companys 2006 Long Term Incentive Plan that was recognized by the Company as a compensation expense
in fiscal year 2009 and 2008 in accordance with the provisions of FASB ASC Topic 718.
|
|
(4)
|
|
All Other Compensation consists of compensation received from employer matching contributions to the
Companys 401(k) Plan, long term disability insurance premiums and life insurance premiums paid by the
Company for each Named Executive Officer.
|
|
(5)
|
|
As previously reported, Ms. Wests employment was terminated on January 4, 2010 in connection with the
disposition by the Company of the assets of TeamStaff Rx.
|
Additional Information.
The summary compensation table above quantifies the amount or value of
the different forms of compensation earned by or awarded to our named executive officers in fiscal
2009 and provides a dollar amount for total compensation. Descriptions of the material terms of
each named executive officers employment agreement and related information is provided under
Employment Agreements with Named Executive Officers below. The agreements provide the general
framework and some of the specific terms for the compensation of the named executive officers.
Approval of the Management Resources and Compensation Committee and/or the board of directors is
required prior to our entering into employment agreements with its executive officers or amendments
to those agreements. However, many of the decisions relating to compensation for a specific year
are made by the
- 16 -
Management Resources and Compensation Committee and are implemented without changes to the general
terms of employment set forth in those agreements.
During the 2009 fiscal year, the Company granted restricted stock awards to its named executive
officers as follows. An aggregate of 70,000 shares of restricted stock were granted to Mr.
Filippelli, with 35,000 shares vesting on January 2, 2010 and the balance vesting on January 2,
2011. Per Mr. Filippellis employment agreement, any unvested shares will immediately vest upon
termination. An aggregate of 40,000 shares were granted to each of Ms. Presuto, Mr. Wilson and Ms.
West. Of these grants, 20,000 shares vested January 2, 2010 and the balance vests on January 2,
2011. Following Ms. Wests departure, however, the vesting conditions applicable to the remaining
20,000 shares will not occur and such shares were cancelled following the disposition by the
Company of the operating assets of TeamStaff Rx. Ms. West was also granted an aggregate of 16,612
shares of restricted stock during 2009 pursuant to her employment agreements. These shares were
vested as of the grant date. For information regarding the effect on the vesting and treatment of
these stock awards on the death, disability or termination of employment of a named executive
officer or a change in control of our company, see Employment Agreements with Named Executive
Officers below. Each award of restricted stock to our named executive officers in fiscal 2009
represents an award of common stock that is subject to certain restrictions, including restrictions
on transferability. These restricted stock awards were granted under our 2006 Long Term Incentive
Plan (the
2006 Plan
). The restrictions lapse in accordance with the terms of the award
agreement. Holders of shares of restricted stock have voting power and the right to receive
dividends, if any, that are declared on those shares which are vested. The grants of restricted
stock made to our named executive officers vest as described in the footnotes to the above table.
The 2006 Plan is administered by the Management Resources and Compensation Committee. The committee
has authority to interpret the plan provisions and make all required determinations under those
plans. This authority includes making required proportionate adjustments to outstanding awards upon
the occurrence of certain corporate events such as reorganizations, mergers and stock splits.
Awards granted under the 2006 Plan are generally only transferable to a beneficiary of a plan
participant upon his or her death. However, the committee may establish procedures for the transfer
of awards to other persons or entities, provided that such transfers comply with applicable laws.
On February 9, 2010, TeamStaff entered into an employment agreement with Mr. Zachary C. Parker
pursuant to which he became Chief Executive Officer and President of TeamStaff effective
February 22, 2010. Mr. Parker was also elected to the serve on the Companys board of directors as
a Class III Director effective as of February 22, 2010. Mr. Parker succeeds Rick J. Filippelli, who
served as the Companys Chief Executive Officer and President and a member of its board of
directors. Mr. Filippelli resigned from his positions with TeamStaff effective February 5, 2010.
Information concerning the Companys employment agreement with Mr. Parker is included below under
the caption
Employment Agreements with Named Executive Officers
.
Outstanding Equity Awards at End of 2009
The following table sets forth certain information with respect to outstanding equity awards at
September 30, 2009 with respect to the named executive officers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
(g)
|
|
|
(h)
|
|
|
(i)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
Plan Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
|
|
|
Market
|
|
|
Plan Awards:
|
|
|
Market or
|
|
|
|
Number of
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
of Shares
|
|
|
Value of
|
|
|
Number of
|
|
|
Payout Value of
|
|
|
|
Securities
|
|
|
Securities
|
|
|
|
|
|
|
|
|
|
|
or Units
|
|
|
Shares or
|
|
|
Unearned
|
|
|
Unearned
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
|
|
of Stock
|
|
|
Units of
|
|
|
Shares, Units or
|
|
|
Shares, Units or
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Option
|
|
|
|
|
|
|
That
|
|
|
Stock That
|
|
|
Other Rights That
|
|
|
Other Rights
|
|
|
|
Options
|
|
|
Options
|
|
|
Exercise
|
|
|
Option
|
|
|
Have Not
|
|
|
Have Not
|
|
|
Have Not
|
|
|
That Have Not
|
|
|
|
(#)
|
|
|
(#)
|
|
|
Price
|
|
|
Expiration
|
|
|
Vested
|
|
|
Vested
|
|
|
Vested
|
|
|
Vested
|
|
Name
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
($)
|
|
|
Date
|
|
|
(#)(1)
|
|
|
($)(2)
|
|
|
(#)(3)
|
|
|
($)(2)
|
|
Rick Filippelli
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70,000
|
|
|
$
|
105,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,750
|
|
|
$
|
20,625
|
|
Cheryl Presuto
|
|
|
4,500
|
|
|
|
|
|
|
$
|
7.84
|
|
|
|
11/04/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000
|
|
|
$
|
60,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
$
|
15,000
|
|
Dale West
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000
|
|
|
$
|
60,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000
|
|
|
$
|
45,000
|
|
Kevin Wilson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000
|
|
|
$
|
60,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
$
|
30,000
|
|
- 17 -
|
|
|
(1)
|
|
Represents unvested portion of stock award granted on January 2, 2009 with a two year
vesting schedule.
|
|
(2)
|
|
The market or payout value of stock awards reported in Columns (g) and (i) is computed by
multiplying the number of shares of stock reported in Column (f) and (h) by the closing market
price of our Common Stock on the last trading day of fiscal 2009.
|
|
(3)
|
|
Represents unvested portion of stock award granted to Mr. Filippelli on April 27, 2008, Ms.
Presuto on July 30, 2008, Ms. West on December 3, 2008 and Mr. Wilson on October 3, 2008 as
part of their employment agreements. These unvested shares are subject to certain performance
criteria for the fiscal year ended September 30, 2009 for Mr. Filippelli and Ms. Presuto and
for the fiscal years ended September 30, 2009 and 2010 for Ms. West and Mr. Wilson. It was
subsequently determined that the performance criteria for fiscal year 2009 was not met and
13,750 shares for Mr. Filippelli, 10,000 shares for Ms. Presuto, 15,000 shares for Ms. West
and 10,000 shares for Mr. Wilson were cancelled. As a result of the sale of the operating
assets of TeamStaff Rx, the remaining 15,000 shares for Ms. West will not vest and were
cancelled on the closing date of such transaction.
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Additional Information.
Each stock option grant reported in the table above was granted under,
and is subject to, our 2000 Employee Plan. The option expiration date shown above is the normal
expiration date, and the last date that the options may be exercised. For each named executive
officer, the unexercisable options shown above are also unvested. Unvested shares are generally
forfeited if the named executive officers employment terminates, except to the extent otherwise
provided in an employment agreement. For information regarding the effect on vesting of options on
the death, disability or termination of employment of a named executive officer or a change in
control of our company, see Employment Agreements with Named Executive Officers below. If a named
executive officers employment is terminated by us for cause, options (including the vested
portion) are generally forfeited. The exercisable options shown above, and any unexercisable
options shown above that subsequently become exercisable, will generally expire earlier than the
normal expiration date if the named executive officers employment terminates, except as otherwise
specifically provided in the named executive officers employment agreement. For a description of
the material terms of the named executive officers employment agreements, see Employment
Agreements with Named Executive Officers below. Restricted stock awards granted to our named
executive officers were granted under the 2006 Plan. This table does not reflect prior grants of
restricted stock awards that are fully vested.
Employment Agreements with Named Executive Officers
The following are summaries of the employment agreements with our named executive officers.
The agreements provide the general framework and the specific terms for the compensation of the
named executive officers.
Zachary C. Parker
On February 9, 2010, the Company entered into an employment agreement with Mr. Parker, the
terms of which are summarized below. Under the employment agreement, Mr. Parker assumed the
positions of Chief Executive Officer and President on February 22, 2010.
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The employment agreement is for an initial term expiring September 30,
2013. Under the employment agreement, Mr. Parker will receive a base
salary of $288,000. Upon any termination of the Employees employment
on or after the expiration date, other than cause (as defined in the
employment agreement), Mr. Parker will be entitled to a severance
payment equal to 12 months of his then-current base salary.
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Mr. Parker may receive a bonus in the sole discretion of the
Management Resources and Compensation Committee of the board of
directors of up to 70% of his base salary for each fiscal year of
employment. The bonus will be based on performance targets and other
key objectives established by the committee at the commencement of
each fiscal year. For the period commencing on the effective date of
the
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employment agreement and September 30, 2010, Mr. Parker shall be
guaranteed a bonus of $45,000. The committee will establish
performance targets for the balance of fiscal 2010 in consultation
with Mr. Parker within 30 days of the commencement date to enable him
to earn an additional bonus for fiscal 2010, not to exceed in the
aggregate 70% of the portion of the base salary actually paid in
fiscal 2010.
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The Company granted Mr. Parker options to purchase 500,000 shares of
common stock under the Companys 2006 Plan. The options shall vest as
follows: 50,000 options vest on the commencement of his employment;
150,000 options shall vest if the closing price of the Companys
common stock equals or exceeds $3.00 per share for ten consecutive
trading days; an additional 50,000 options shall vest if the closing
price of the Companys common stock equals or exceeds $4.00 per share
for ten consecutive trading days; an additional 50,000 options shall
vest if the closing price of the Companys common stock equals or
exceeds $5.00 per share for ten consecutive trading days; an
additional 50,000 options shall vest if the closing price of the
Companys common stock equals or exceeds $6.00 per share for ten
consecutive trading days; an additional 50,000 options shall vest if
the closing price of the Companys common stock equals or exceeds
$7.00 per share for ten consecutive trading days; and the remaining
100,000 options shall vest if the closing price of the Companys
common stock equals or exceeds $9.00 per share for ten consecutive
trading days. The options, to the extent vested, shall be exercisable
for a period of ten years at the per share exercise price of $1.03,
which was the closing price of the Companys common stock on the date
of execution of the employment agreement. As used in the employment
agreement, closing price shall mean the closing price of the Companys
common stock as reported on the principle exchange on which they are
listed; provided, however, that in the event of a Change in Control,
the closing price shall be equal to the Change in Control Price, as
defined in the 2006 Plan.
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In the event of the termination of his employment, the options granted
under the employment agreement will be treated as follows: (i) in the
event his employment is terminated for cause, options granted and not
exercised as of the termination date shall terminate immediately and
be null and void; (ii) in the event Mr. Parkers employment with the
Company is terminated due to death, or disability, his (or his
estates or legal representatives) right to purchase shares of common
stock pursuant to any stock option or stock option plan to the extent
vested as of the date of termination shall remain exercisable for a
period of 12 months, but in no event after the expiration of the
option; (iii) in the event of a termination of his employment other
than for good reason, such options, to the extent vested as of the
date of termination, shall remain exercisable for a period of three
months following such termination date, but in no event after the
expiration of option; (iv) in the event Mr. Parkers employment is
terminated by the Company without cause, or by him for good reason, as
such terms are defined in the employment agreement, vested options
shall remain exercisable in accordance with the 2006 Plan; and (v) in
the event of a Change of Control, as defined in the employment
agreement, vested options shall remain exercisable in accordance with
the 2006 Plan.
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In the event of the termination of employment by us without cause or
by Mr. Parker for good reason, as those terms are defined in the
employment agreement, or in the event his employment is terminated due
to his disability, he would be entitled to: (a) a severance payment of
12 months of base salary; (b) continued participation in our health
and welfare plans for a period not to exceed 18 months from the
termination date; and (c) all compensation accrued but not paid as of
the termination date.
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In the event of the termination of his employment due to his death,
Mr. Parkers estate would be entitled to receive: (a) all compensation
accrued but not paid as of the termination date; (b) continued
participation in our health and welfare plans for a period not to
exceed 18 months from the termination date; and (c) payment of a pro
rata bonus, which is defined as an amount equal to the maximum bonus
Mr. Parker had an opportunity to earn multiplied by a fraction, the
numerator of which shall be the number of days from the commencement
of the fiscal year to the termination date, and the denominator of
which shall be the number of days in the fiscal year in which he was
terminated.
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If Mr. Parkers employment is terminated by us for cause or by him
without good reason, he is not entitled to any additional
compensation or benefits other than his accrued and unpaid
compensation.
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In the event that within 90 days of a change of control as defined
in the employment agreement,
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(a) Mr. Parker is terminated, or (b) his
status, title, position or responsibilities are materially reduced and
he terminates his employment, the Company shall pay and/or provide to
him, the following compensation and benefits: (i) the accrued
compensation; (ii) the continuation benefits; and (iii) a lump sum
payment equal to 150% of his base salary in effect on the effective
date of the change of control. If the payments due in the event of a
change in control would constitute an excess parachute payment as
defined in Section 280G of the Internal Revenue Code of 1986, as
amended (the
Code
), the aggregate of such credits or payments under
the employment agreement and other agreements shall be reduced to the
largest amount as will result in no portion of such aggregate payments
being subject to the excise tax imposed by Section 4999 of the Code.
The priority of the reduction of excess parachute payments shall be in
the discretion of Mr. Parker.
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Pursuant to the employment agreement, Mr. Parker is subject to
customary confidentiality, non-solicitation of employees and
non-competition obligations that survive the termination of such
agreements.
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Rick J. Filippelli
As of February 14, 2007, TeamStaff entered into a formal letter agreement with Mr. Rick J.
Filippelli, its former President and Chief Executive Officer following his appointment to such
positions in January 2007. On April 17, 2008, we entered into a new employment agreement with Mr.
Filippelli which expired as of September 30, 2009. On November 3, 2009, we announced that Mr.
Filippelli informed the board of his intent to resign from such positions in connection with our
strategic shift in our current business plan. Mr. Filippellis resignation as President and Chief
Executive Officer became effective in February 2010. In connection with the foregoing, on November
2, 2009, we entered into a new employment agreement (the
November Agreement
) with Mr.
Filippelli, which superseded and replaced the prior employment agreement. The following description
of this agreement is qualified in its entirety by reference to the full text of such agreement.
The November Agreement was dated November 2, 2009 and expired January 31, 2010. Under the
November Agreement, Mr. Filippelli received a base salary of $290,000. Under the November
Agreement, Mr. Filippelli was granted options to purchase 30,000 shares of common stock. The
options are exercisable for five years from the date of grant and vested upon the termination date,
as defined in the November Agreement. The exercise price of the options was equal to closing price
of our common stock on the execution date of the November Agreement.
In the event of the termination of employment by us without cause or by him for good
reason, as those terms are defined in the November Agreement, or in the event his employment is
terminated due to his disability, Mr. Filippelli would have been entitled to: (a) a severance
payment of 12 months of base salary; (b) continued participation in our health and welfare plans
for a period not to exceed 18 months from the termination date; and (c) all compensation accrued
but not paid as of the termination date. In the event of the termination of his employment due to
his death, Mr. Filippellis estate would be entitled to receive all compensation accrued but not
paid as of the termination date and continued participation in our health and welfare plans for a
period not to exceed 18 months from the termination date. If his employment is terminated by us for
cause or by him without good reason, he is not entitled to any additional compensation or
benefits other than his accrued and unpaid compensation.
Further, in the event of a termination of his employment by him for good reason (as
defined in the November Agreement), (a) Mr. Filippellis right to purchase shares of common stock
pursuant to any stock option or stock option plan shall immediately fully vest and become
exercisable, (b) the exercise period in which he may exercise his options to purchase common stock
shall be extended to the duration of their original term, as if he
remained an employee of the Company, and (c) the terms of such options shall be deemed amended
to reflect the foregoing provisions. Further, in the event of a termination of the Mr. Filippellis
employment for cause, options granted and not exercised as of the termination date shall terminate
immediately and be null and void. In the event of a termination of his employment due to his death
or disability, Mr. Filippellis (or his estates or legal representatives) right to exercise any
stock option, to the extent vested as of the termination date, shall remain exercisable for a
period of twelve (12) months following the termination date, but in no event after the expiration
of the exercise period. In the event of a termination of his employment other than for good reason,
his right to exercise the stock options, to the extent vested as of the termination date, shall
remain exercisable for a period of three months following the termination date, but in no event
after the expiration of the exercise period.
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The November Agreement further provided that in the event of a change in control, or
termination without cause by us or for good reason by Mr. Filippelli, the conditions to the vesting
of any outstanding restricted stock awards granted to Mr. Filippelli will be deemed void and all
such shares shall be immediately and fully vested and delivered to him. Mr. Filippelli agreed not
sell 35,000 restricted shares of the Companys common stock originally scheduled to vest in January
2011, and the shares of common stock underlying the option granted pursuant to the new employment
agreement until the earlier of a change of control or January 31, 2011. The November Agreement also
provided for benefits including a severance payment and accelerated vesting of incentive awards in
the event that his employment was terminated or materially reduced following a change in control
(as defined in the November Agreement). Pursuant to the November Agreement, Mr. Filippelli was
subject to customary confidentiality, non-solicitation of employees and non-competition obligations
that survive the termination of such agreement.
Subsequently, on February 11, 2010, the Company entered into a separation agreement with Mr.
Filippelli memorializing the terms of his departure from the Company. Consistent with his
employment agreement, pursuant to the separation agreement and in consideration of the general
release granted by Mr. Filippelli to the Company, the Company agreed to provide Mr. Filippelli with
the following: (a) a severance payment of $290,000; (b) the provision of health benefits through
February 5, 2011; and (c) all unvested stock options and restricted stock awards shall been deemed
vested as of the termination date of his employment and all outstanding options shall remain
exercisable for their original exercise period. Mr. Filippelli also agreed that he will not sell
the 35,000 restricted shares of the Companys common stock originally scheduled to vest in
January 2011, and the 30,000 shares of common stock underlying the option granted pursuant to the
November 2009 employment agreement until the earlier of a change of control of the Company, as
defined in such employment agreement, or January 31, 2011. The summary description of this
separation agreement is qualified in its entirety by reference to the full text of such agreement.
Cheryl Presuto
On July 30, 2008, we entered into an employment agreement with our Chief Financial Officer,
Cheryl Presuto, which expired as of September 30, 2009. On January 14, 2010, we entered into a new
employment agreement with Ms. Presuto, the terms of which are summarized below. The following
description of our new employment agreement with Ms. Presuto is qualified in its entirety by
reference to the full text of such agreement.
The employment agreement is for an initial term expiring September 30, 2010. Under the
employment agreement, Ms. Presuto will receive a base salary of $181,000. The term of the agreement
is effective as of October 1, 2009. Upon any termination of the Employees employment on or after
the expiration date, other than cause (as defined in the employment agreement), Ms. Presuto will be
entitled to the severance payment described below.
Ms. Presuto may receive a bonus in the sole discretion of the Management Resources and
Compensation Committee of the board of directors of up to 50% of her base salary for each fiscal
year of employment. The bonus will be based on performance targets and other key objectives
established by the Management Resources and Compensation Committee.
Grant of options to purchase 75,000 shares of common stock under the Companys 2006 Plan.
The vesting schedule applicable to the options is as follows: 50% of the options shall vest on the
date of the agreement and the balance shall vest on September 30, 2010, provided Ms. Presuto is an
employee as of such date. The options are exercisable for a period of five years at a per share
exercise price equal to the closing price of the Companys common stock on the date of execution of
the employment agreement.
In the event of the termination of her employment, the Options will be governed by the terms
of the 2006 Plan, except that the following provisions shall apply:
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(i)
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in the event Ms. Presutos employment is terminated for cause, options granted
and not exercised as of the termination date shall terminate immediately and be null and
void;
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(ii)
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in the event her employment with the Company is terminated due to her death, or
disability, her (or her estates or legal representatives) right to purchase shares of
common stock pursuant to any stock option
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or stock option plan to the extent vested as
of the date of termination shall remain exercisable for a period of 12 months, but in no
event after the expiration of the option;
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(iii)
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in the event Ms. Presuto elects to terminate her employment other than for good
reason (as defined in the agreement), her right to purchase shares of common stock of
the Company pursuant to any stock option or stock option plan to the extent vested as of
the date of termination shall remain exercisable for a period of three months following
such termination date, but in no event after the expiration of option; and
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(iv)
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In the event of (A) a change of control, as defined in the agreement, (B)
employees termination by the Company without cause or; (C) termination by employee for
good reason, the conditions to the vesting of any outstanding restricted stock awards or
options granted under the agreement shall be deemed void and all such shares and options
shall be immediately and fully vested and delivered to the employee and all outstanding
options shall remain exercisable for a period of 24 months following the date of
termination, but in no event after the expiration date of any such option.
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In the event of the termination of employment by us without cause or by Ms. Presuto for
good reason, as those terms are defined in the employment agreement, or in the event her
employment is terminated due to her disability, she would be entitled to: (a) a severance payment
of 12 months of base salary; (b) continued participation in our health and welfare plans for a
period not to exceed 12 months from the termination date; and (c) all compensation accrued but not
paid as of the termination date. In addition, in the event of termination for disability, she would
also receive a pro-rata bonus, as described below.
In the event of the termination of her employment due to her death, Ms. Presutos estate
would be entitled to receive: (a) all compensation accrued but not paid as of the termination date;
(b) continued participation in our health and welfare plans for a period not to exceed 12 months
from the termination date; and (c) payment of a pro rata bonus, which is defined as an amount
equal to the maximum bonus Ms. Presuto had an opportunity to earn multiplied by a fraction, the
numerator of which shall be the number of days from the commencement of the fiscal year to the
termination date, and the denominator of which shall be the number of days in the fiscal year in
which she was terminated.
If Ms. Presutos employment is terminated by us for cause or by her without good
reason, she is not entitled to any additional compensation or benefits other than her accrued and
unpaid compensation.
In the event that within 180 days of a change in control as defined in the employment
agreement, (a) Ms. Presuto is terminated, or (b) her status, title, position or responsibilities
are materially reduced and she terminates her employment, the Company shall pay and/or provide to
her, the following compensation and benefits:
(A) The Company shall pay Ms. Presuto, in lieu of any other payments due hereunder,
(i) the accrued compensation; (ii) the continuation benefits; and (iii) as severance, base
salary for a period of 12 months, payable in equal installments on each of the Companys
regular pay dates for executives during the twelve months commencing on the first regular
executive pay date following the termination date; and
(B) The conditions to the vesting of any outstanding incentive awards (including
restricted stock, stock options and granted performance shares or units) granted to Ms.
Presuto under any of the Companys plans, or under any other incentive plan or
arrangement, shall be deemed void and all such incentive awards shall be immediately and
fully vested and exercisable. Further, any such options shall be
deemed amended to provide that in the event of termination after a change of control,
the options shall remain exercisable for the duration of their term.
Upon the effective date of an event constituting a change of control, the Company shall
pay Ms. Presuto, in one lump sum upon the first day of the month immediately following such event,
an amount equal to her then current base salary. Ms. Presuto shall be entitled to such payment
whether or not her employment with the Company continues after the change of control.
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If the payments due in the event of a change in control would constitute an excess
parachute payment as defined in Section 280G of the Code, the aggregate of such credits or
payments under the employment agreement and other agreements shall be reduced to the largest amount
as will result in no portion of such aggregate payments being subject to the excise tax imposed by
Section 4999 of the Code. The priority of the reduction of excess parachute payments shall be in
the discretion of Ms. Presuto.
Pursuant to the employment agreement, Ms. Presuto is subject to customary confidentiality,
non-solicitation of employees and non-competition obligations that survive the termination of such
agreements.
Kevin Wilson
On October 3, 2008, we entered into an employment agreement with Mr. Kevin Wilson, the
President of our TeamStaff GS subsidiary. The employment agreement is for an initial term expiring
September 30, 2010. Under the employment agreement, Mr. Wilson will receive a base salary of
$200,000. The term of the agreement is effective as of October 1, 2008. Mr. Wilson may receive a
bonus in the sole discretion of the Management Resources and Compensation Committee of the board of
directors and will have an opportunity to earn a cash bonus of up to 70% of his base salary for
each fiscal year of employment. The bonus will be based on performance targets and other key
objectives established by the Chief Executive Officer. Thirty percent of the bonus shall be based
on achieving revenue targets, sixty percent shall be based on achieving EBITDA targets, and ten
percent shall be based on achieving corporate goals established by the Chief Executive Officer.
Additional terms of his agreement are as follows:
Grant of 30,000 shares of restricted common stock. The vesting schedule applicable to the
restricted stock is as follows: one-third of the restricted shares vest on the date of the
agreement; one-third vest on September 30, 2009, upon satisfaction of performance targets and other
key objectives established by the Chief Executive Officer for fiscal 2009; and one-third vest on
September 30, 2010, upon the satisfaction of the performance targets determined for fiscal 2010.
However, in the event of a change in control (as defined in the employment agreement), the
conditions to the vesting of the restricted stock awards shall be deemed void and all such shares
shall be immediately and fully vested.
In the event of the termination of employment by us without cause or by Mr. Wilson for
good reason, as those terms are defined in the employment agreement, or in the event his
employment is terminated due to his disability, he would be entitled to: (a) a severance payment of
6 months of base salary; (b) continued participation in our health and welfare plans for a period
not to exceed 6 months from the termination date; and (c) all compensation accrued but not paid as
of the termination date. In addition, in the event of termination for disability, he would also
receive a pro-rata bonus, as described below.
In the event of the termination of his employment due to his death, Mr. Wilsons estate
would be entitled to receive: (a) all compensation accrued but not paid as of the termination date;
(b) continued participation in our health and welfare plans for a period not to exceed 6 months
from the termination date; and (c) payment of a pro rata bonus, which is defined as an amount
equal to the lesser of (i) $75,000, and (ii) the targeted bonus multiplied by a fraction, the
numerator of which shall be the number of days from the commencement of the fiscal year to the
termination date, and the denominator of which shall be the number of days in the fiscal year in
which his employment was terminated. If his employment is terminated by us for cause or by him
without good reason, he is not entitled to any additional compensation or benefits other than his
accrued and unpaid compensation.
In the event that within 90 days of a change in control as defined in the employment
agreement, (a) Mr. Wilson is terminated, or (b) his status, title, position or responsibilities are
materially reduced and he terminates
his employment, we shall pay and/or provide to him the following compensation and benefits:
(A) (i) the accrued compensation; (ii) the continuation benefits; and (iii) as severance, base
salary for a period of 6 months, payable in equal installments on each of the Companys regular pay
dates for executives during the six months commencing on the first regular executive pay date
following the termination date; and (B) The conditions to the vesting of any outstanding incentive
awards (including restricted stock, stock options and granted performance shares or units) granted
to Mr. Wilson shall be deemed void and all such awards shall be immediately and fully vested.
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In addition, in the event the Company serves a notice of retention and Mr. Wilson
diligently performs his duties during the retention period (as those terms are defined in the
employment agreement), the Company shall pay him, in one lump sum on the first day of the month
immediately following the month in which the retention period ends, an amount equal to 50% of his
then current base salary. In the event the Company fails to serve a notice of retention, the
Company shall pay him in one lump sum on the first day of the month immediately following the
change of control, an amount equal to 50% of his then current base salary.
Notwithstanding the foregoing, if the payments due in the event of a change in control
would constitute an excess parachute payment as defined in Section 280G of the Code, the
aggregate of such credits or payments under the employment agreement and other agreements shall be
reduced to the largest amount as will result in no portion of such aggregate payments being subject
to the excise tax imposed by Section 4999 of the Code.
Pursuant to the employment agreement, Mr. Wilson is subject to customary confidentiality,
non-solicitation of employees and non-competition obligations that survive the termination of such
agreement.
Dale West
On December 3, 2008, we entered into an employment agreement with Ms. Dale West, the former
President of the former TeamStaff Rx subsidiary. The employment agreement was for an initial term
expiring September 30, 2010. However, as previously reported, Ms. Wests employment with TeamStaff
terminated in connection with the closing of the sale of the operating assets of TeamStaff Rx to
Advantage RN, which occurred January 4, 2010. Ms. West will receive severance payments and benefits
as provided for in this agreement. Under the employment agreement, Ms. West received a base salary
of $200,000. Ms. West was eligible to receive a bonus in the sole discretion of the Management
Resources and Compensation Committee of up to 70% of her base salary for each fiscal year of
employment.
Additional terms of her agreement were as follows: (i) grant of 30,000 shares of restricted
common stock, vesting in two equal annual installments on September 30, 2009 and September 30,
2010, upon satisfaction of performance targets and other key objectives established by the Chief
Executive Officer; (ii) Ms. West was eligible to receive a quarterly stock bonus equal to $12,500
of the Companys common stock at the end of each calendar quarter of employment for satisfaction of
performance criteria and other key objectives established by the Chief Executive Officer, provided
that the first two quarterly bonuses were deemed earned if she is continuously employed by the
Company during such quarters; (iii) in the event of the termination of employment by us without
cause or by Ms. West for good reason, as those terms are defined in the employment agreement,
or in the event her employment is terminated due to her disability, she would have been entitled
to: (a) a severance payment of 6 months of base salary; (b) continued participation in our health
and welfare plans for a period not to exceed 6 months from the termination date; and (c) all
compensation accrued but not paid as of the termination date. In addition, in the event of
termination for disability, she would also have received a pro-rata bonus (defined as an amount
equal to the lesser of (x) $75,000, and (y) the targeted bonus multiplied by a fraction, the
numerator of which shall be the number of days from the commencement of the fiscal year to the
termination date, and the denominator of which shall be the number of days in the fiscal year in
which she was terminated); and (iv) severance and other benefits if within 90 days of a change in
control (as defined in the employment agreement), her employment was terminated or her status,
title, position or responsibilities were materially reduced and she terminated her employment.
Pursuant to the employment agreement, Ms. West is subject to customary confidentiality,
non-solicitation of employees and non-competition obligations that survive the termination of such
agreement.
Stock Option Plans
2006 Long Term Incentive Plan
The board of directors adopted the 2006 Long Term Incentive Plan (the
2006 Plan
) on
January 17, 2006. The shareholders approved the 2006 Plan at the annual meeting on April 27, 2006.
The maximum number of shares of common stock that may be delivered to participants under the 2006
Long-Term Incentive Plan equals the sum of: (a) 1,250,000 shares of common stock (after giving
effect to the reverse stock split implemented in 2008); (b) any shares subject to awards granted
under the 2000 Employee Plan and the 2000 Non-Executive Director Plan
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(collectively, the
2000
Plans
), which are forfeited, expired, canceled or settled in cash without delivery of such
shares to the participant or otherwise is terminated without a share issuance; (c) any shares
tendered by participants or withheld in payment of the exercise price of options or to satisfy
withholding taxes under the 2000 Plans; and (d) any shares repurchased with the proceeds of options
exercised under the 2000 Plans. As of September 30, 2009, there were 550,778 shares of common
stock granted pursuant to awards under the 2006 Long Term Incentive Plan.
Administration
. The 2006 Long Term Incentive Plan is administered by the Management Resources and
Compensation Committee. The 2006 Long Term Incentive Plan authorizes the committee to select those
participants to whom awards may be granted, to determine whether and to what extent awards are
granted, to determine the number of shares of common stock or other considerations to be covered by
each award, to determine the terms and conditions of awards, to amend the terms of outstanding
awards, and to take any other action consistent with the terms of the 2006 Plan as the committee
deems appropriate.
Terms and Conditions of Awards
. The committee is authorized to make any type of award to a
participant that is consistent with the provisions of the 2006 Plan. Awards may consist of options,
stock appreciation rights, restricted stock, restricted stock units, performance shares, cash
awards or any combination of these types of awards.
Subject to the terms of the 2006 Plan, the committee determines the provisions, terms and
conditions of each award. The committee may grant awards subject to vesting schedules or
restrictions and contingencies in the Companys favor. However, the awards may be subject to
acceleration such that they become fully vested, exercisable and released from any restrictions or
contingencies upon the occurrence of a change of control (as defined in the Plan). The committee
may provide that stock-based awards earn dividends or dividend equivalents, which may be paid in
cash or shares or may be credited to an account designated in the name of the participants.
Participants may also be required or permitted to defer the issuance of shares or cash settlements
under awards including under other deferred compensation arrangements of the Company. Each option
granted under the 2006 Plan will be designated as either an incentive stock option or a
non-statutory stock option. No option or stock appreciation right may be granted with a term of
more than 10 years from the date of grant.
Performance shares or cash awards will depend on achievement of performance goals based on one
or more performance measures determined by the committee over a performance period as prescribed by
the committee of not less than one year and not more than five years. Performance goals may be
established on a corporate-wide basis or as to one or more business units, divisions or
subsidiaries, and may be in either absolute terms or relative to the performance of one or more
comparable companies on an index covering multiple companies. Performance measures means criteria
established by the committee from time to time prior to granting the performance shares or cash
awards.
Exercise Price
. The 2006 Plan authorizes the committee to grant options and stock appreciation
rights at an exercise price of not less than 100% of the fair market value of the shares on the
date of grant. The committee has the right to provide post-grant reduction in exercise price to
reflect any floating index as specified in an award agreement. The exercise price is generally
payable in cash, check, surrender of pre-owned shares of common stock, broker-dealer exercise and
sale, or by such other means determined by the committee.
Option Repricing Prohibited
. The exercise price for any outstanding option or stock appreciation
right may not be decreased after the date of grant, nor may any outstanding option or stock
appreciation right be surrendered as consideration for the grant of a new option or stock
appreciation right with a lower exercise price.
2000 Employee Stock Option Plan
In the fiscal year 2000, the board of directors and shareholders approved the adoption of the
2000 Employee Plan to provide for the grant of options to purchase up to 428,572 shares (after
giving effect to the reverse stock split implemented in 2008) of TeamStaffs common stock to all
employees, including senior management. The 2000 Employee Plan replaced the 1990 Employee Plan and
Senior Management Plans, both of which expired. Under the terms of the approved 2000 Employee Plan,
options granted there under may be designated as options which qualify for incentive stock option
treatment (ISOs) under Section 422A of the Code, or options which do not so qualify (Non-ISOs).
As of September 30, 2009, there were 4,500 options outstanding under the 2000 Employee Plan.
- 25 -
The 2000 Employee Plan is administered by the Management Resources and Compensation Committee
designated by the board of directors. The Management Resources and Compensation Committee has the
discretion to determine the eligible employees to whom, and the times and the price at which,
options will be granted; whether such options shall be ISOs or Non-ISOs; the periods during which
each option will be exercisable; and the number of shares subject to each option. The committee has
full authority to interpret the 2000 Employee Plan and to establish and amend rules and regulations
relating thereto.
Under the 2000 Employee Plan, the exercise price of an option designated, as an ISO shall not
be less than the fair market value of the common stock on the date the option is granted. However,
in the event an option designated as an ISO is granted to a ten percent (10%) shareholder (as
defined in the 2000 Employee Plan), such exercise price shall be at least 110% of such fair market
value. Exercise prices of Non-ISO options may be less than such fair market value. The aggregate
fair market value of shares subject to options granted to a participant, which are designated as
ISOs and which become exercisable in any calendar year shall not exceed $100,000.
The Management Resources and Compensation Committee may, in its sole discretion, grant bonuses
or authorize loans to or guarantee loans obtained by an optionee to enable such optionee to pay the
exercise price or any taxes that may arise in connection with the exercise or cancellation of an
option. The Management Resources and Compensation Committee can also permit the payment of the
exercise price in the common stock of the Company held by the optionee for at least six months
prior to exercise.
2000 Non-Executive Director Option Plan
In fiscal year 2000, the board of directors and stockholders approved the adoption of the 2000
Non-Executive Director Plan (the 2000 Non-Executive Director Plan) to provide for the grant of
options to non-employee directors of TeamStaff. Under the terms of the 2000 Non-Executive Director
Plan, each non-executive director is automatically granted an option to purchase 5,000 shares upon
joining the board and each September lst, pro rata, based on the time the director has served in
such capacity during the previous year. The 2000 Non-Executive Director Plan also provides that
directors, upon joining the board, and for one (1) year thereafter, will be entitled to purchase
restricted stock from TeamStaff at a price equal to 80% of the closing bid price on the date of
purchase up to an aggregate purchase price of $50,000. The 2000 Non-Executive Director Plan
replaced the previous director plan that expired in April 2000.
Under the 2000 Non-Executive Director Plan, the exercise price for options granted under the
2000 Non-Executive Director Plan shall be 100% of the fair market value of the common stock on the
date of grant. Until otherwise provided in such Plan, the exercise price of options granted under
the 2000 Non-Executive Director Plan must be paid at the time of exercise, either in cash, by
delivery of shares of common stock of TeamStaff or by a combination of each. The term of each
option commences on the date it is granted and unless terminated sooner as provided in the 2000
Non-Executive Director Plan, expires five (5) years from the date of grant. The Compensation
Committee has no discretion to determine which non-executive director or advisory board member will
receive options or the number of shares subject to the option, the term of the option or the
exercisability of the option. However, the Compensation Committee will make all determinations of
the interpretation of the 2000 Non-Executive Director Plan. Options granted under the 2000
Non-Executive Director Plan are not qualified for incentive stock option treatment. As of September
30, 2009, there were 5,625 options held by directors outstanding under the 2000 Non-Executive
Director Plan.
Effective January 19, 2007, the 2000 Non-Executive Director Plan was suspended due to a change
in the compensation terms for non-employee board members. For additional information regarding our
director
compensation policy, see above under the caption Director Compensation.
- 26 -
Equity Compensation Plan Information
TeamStaff has three equity compensation plans, all of which were approved by its board of
directors and shareholders. The table set forth below discloses outstanding and available awards
under our equity compensation plans as of September 30, 2009. The Company has no equity
compensation plans that have not been approved by security holders. All option grants made to
executive officers and directors, including those to the Chief Executive Officer, under employment
agreements, are made under the plans referenced below. All grants of restricted stock made to
executive officers are made under the plan referenced below. The plans under which equity
securities are outstanding are: the 2000 Employee Stock Option Plan; the 2000 Non-Executive
Director Option Plan; and the 2006 Long Term Incentive Plan.
|
|
|
|
|
|
|
Equity Compensation Plan Information (*)
|
|
|
|
|
(b)
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Average
|
|
(c)
|
|
|
(a)
|
|
exercise price of
|
|
Number of securities
|
|
|
Number of Securities
|
|
outstanding
|
|
remaining available for
|
|
|
to be issued upon
|
|
options, warrants
|
|
future issuances under
|
|
|
exercise of
|
|
and rights (or fair
|
|
equity compensation plans
|
|
|
outstanding options,
|
|
value at date of
|
|
(excluding securities reflected in
|
Plan Category
|
|
warrants and rights
|
|
grant)
|
|
column (a))
|
Equity Compensation Plans Approved
by Security Holders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2000 Employee Stock Option Plan
|
|
4,500
|
|
$7.84
|
|
|
|
|
|
|
|
|
|
2000 Non-Executive Director Stock
Option Plan (1)
|
|
5,625
|
|
$5.50
|
|
|
|
|
|
|
|
|
|
2006 Long Term Incentive Plan
|
|
396,250
|
|
$2.00
|
|
1,168,419
|
|
|
|
(1)
|
|
5,000 shares per year per non-executive director are granted under the 2000 Non-Executive Director Plan for a
full years service and prorated for less than a full years service. Effective January 19, 2007, this Plan
was suspended due to a change in the compensation terms for non-employee board members.
|
- 27 -
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of the Record Date with respect to each
director, each named executive officer, and directors and executive officers of TeamStaff as a
group, and to the persons known by TeamStaff to be the beneficial owner of more than five percent
of any class of TeamStaffs voting securities. As of the Record Date, TeamStaff had 5,103,482
shares of common stock outstanding. The figures stated below are based upon Schedule 13Ds,
Schedule 13D/As, Form 3s, and Form 4s filed with the Securities and Exchange Commission by the
named persons.
|
|
|
|
|
|
|
|
|
|
Number of Shares
|
|
Percent of Companys
|
|
Name
|
|
Currently Owned (1)
|
|
Outstanding Stock
|
|
William H. Alderman (2)
|
|
|
11,938
|
|
|
*
|
|
c/o TeamStaff, Inc.
1 Executive Drive
Somerset, NJ 08873
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peter Black (3)(12)
|
|
|
20,750
|
|
|
*
|
|
c/o TeamStaff, Inc.
1 Executive Drive
Somerset, NJ 08873
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Martin J. Delaney (4)
|
|
|
22,432
|
|
|
*
|
|
c/o TeamStaff, Inc.
1 Executive Drive
Somerset, NJ 08873
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Karl W. Dieckmann (5)
|
|
|
42,731
|
|
|
*
|
|
c/o TeamStaff, Inc.
1 Executive Drive
Somerset, NJ 08873
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Zachary C. Parker (6)
|
|
|
500,000
|
|
|
8.92
|
%
|
c/o TeamStaff, Inc.
1 Executive Drive
Somerset, NJ 08873
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
T. Stephen Johnson (7)
|
|
|
82,877
|
|
|
1.62
|
%
|
c/o TeamStaff, Inc.
1 Executive Drive
Somerset, NJ 08873
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frederick G. Wasserman (8)
|
|
|
16,563
|
|
|
*
|
|
c/o TeamStaff, Inc.
1 Executive Drive
Somerset, NJ 08873
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cheryl Presuto (9)
|
|
|
82,500
|
|
|
1.60
|
%
|
c/o TeamStaff, Inc.
1 Executive Drive
Somerset, NJ 08873
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kevin Wilson (10)
|
|
|
30,000
|
|
|
*
|
|
c/o TeamStaff, Inc.
1 Executive Drive
Somerset, NJ 08873
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bernard J. Korman (11)
|
|
|
729,146
|
|
|
14.29
|
%
|
2129 Chestnut Street
Philadelphia, PA 19103
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 28 -
|
|
|
|
|
|
|
|
|
|
Number of Shares
|
|
Percent of Companys
|
|
Name
|
|
Currently Owned (1)
|
|
Outstanding Stock
|
|
Wynnefield Partners Small Cap Value LP (12)(13)
|
|
|
332,097
|
|
|
6.51
|
%
|
450 Seventh Ave
New York, NY 10123
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wynnefield Partners Small Cap Value LP I (12)(14)
|
|
|
428,850
|
|
|
8.40
|
%
|
450 Seventh Ave
New York, NY 10123
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wynnefield Partners Small Cap Value Offshore Fund,
Ltd. (12)(15)
|
|
|
428,072
|
|
|
8.39
|
%
|
450 Seventh Ave
New York, NY 10123
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wynnefield Capital Profit Sharing Plan (12)(16)
|
|
|
92,563
|
|
|
1.81
|
%
|
450 Seventh Ave
New York NY 10123
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Channel Partnership II, LP (12)(17)
|
|
|
12,500
|
|
|
*
|
|
450 Seventh Ave
New York NY 10123
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hummingbird Value Fund (11)
|
|
|
145,060
|
|
|
2.84
|
%
|
460 Park Avenue, 12th Flr.
New York NY 10022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hummingbird Microcap Value Fund (11)
|
|
|
129,340
|
|
|
2.53
|
%
|
460 Park Avenue, 12th Flr.
New York NY 10022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All officers and directors as a group (9) persons (2, 3, 4, 5, 6,
7, 8, 9, 10, 12)
|
|
|
2,103,872
|
|
|
37.71
|
%
|
|
|
|
*
|
|
Less than 1 percent.
|
|
1.
|
|
Ownership consists of sole voting and investment power except as otherwise noted.
|
|
2.
|
|
Includes 4,063 unvested shares of restricted stock which may vest within 60
days. Excludes 4,063 shares of restricted stock which are unvested and subject
to vesting requirements. Includes 7,500 shares of restricted stock that are
vested.
|
|
3.
|
|
Includes options to purchase 1,875 shares of TeamStaffs common stock. Includes
4,375 unvested shares of restricted stock which may vest within 60 days.
Excludes 4,375 shares of restricted stock which are unvested and subject to
vesting requirements. Includes 10,000 shares of restricted stock that are
vested. Mr. Black is a member of the Companys board of directors and is an
Investment Analyst and Portfolio Manager at Wynnefield Capital, Inc. Mr. Black
expressly disclaims beneficial ownership of the securities owned by Wynnefield
Capital and its affiliates.
|
|
4.
|
|
Includes options to purchase 1,250 shares of TeamStaffs common stock. Includes
4,375 unvested shares of restricted stock which may vest within 60 days.
Excludes 4,375 shares of restricted stock which are unvested and subject to
vesting requirements. Includes 6,250 shares of restricted stock that are vested.
|
|
5.
|
|
Includes options to purchase 2,500 shares of TeamStaffs common stock. Includes
5,000 unvested shares of restricted stock which may vest within 60 days.
Excludes 5,000 shares of restricted stock which are unvested and subject to
vesting requirements. Includes 13,750 shares of restricted stock that are
vested.
|
|
6.
|
|
Includes vested options to purchase 50,000 shares of TeamStaffs common stock
and 450,000 unvested options which are subject to price-based vesting targets
which may vest within 60 days.
|
- 29 -
|
|
|
7.
|
|
Includes an aggregate of 36,947 shares owned by or on behalf of certain of the
holders family members and as to which shares the listed holder expressly
disclaims beneficial ownership. Includes options to purchase 2,500 shares of
TeamStaffs common stock. Includes 4,375 unvested shares of restricted stock
which may vest within 60 days. Excludes 4,375 shares of restricted stock which
are unvested and subject to vesting requirements. Includes 10,000 shares of
restricted stock that are vested.
|
|
8.
|
|
Includes 4,063 unvested shares of restricted stock which may vest within 60
days. Excludes 4,063 shares of restricted stock which are unvested and subject
to vesting requirements. Includes 8,750 shares of restricted stock that are
vested.
|
|
9.
|
|
Includes options to purchase 37,500 shares of TeamStaffs common stock.
Excludes unvested options to purchase 37,500 shares of TeamStaffs common stock.
Includes 45,000 shares of restricted stock which are vested. Excludes 20,000
shares of restricted stock which are unvested and subject to vesting
requirements.
|
|
10.
|
|
Includes 30,000 shares of restricted stock which are vested. Excludes 30,000
shares of restricted stock which are unvested and subject to vesting
requirements.
|
|
11.
|
|
Beneficial ownership is based on Schedule 13D filed with the SEC.
|
|
12.
|
|
Beneficial ownership is based upon Schedule 13D, Schedule 13D/As, Form 3, and
Form 4s filed with the SEC. Mr. Peter Black, one of our directors, is an
affiliate of Wynnefield Capital and its affiliated entities. Mr. Black expressly
disclaims beneficial ownership of the securities owned by Wynnefield Capital and
its affiliates.
|
|
13.
|
|
Listed shares are directly beneficially owned by Wynnefield Partners Small Cap
Value, L.P., as members of a group under Section 13(d) of the Securities
Exchange Act of 1934, as amended (the Exchange Act). Wynnefield Capital
Management, LLC, as the sole general partner of Wynnefield Partners Small Cap
Value, L.P., has an indirect beneficial ownership interest in the shares of
Common Stock that Wynnefield Partners Small Cap Value L.P. directly beneficially
owns. Nelson Obus and Joshua Landes, as co-managing members of Wynnefield
Capital Management, LLC, have an indirect beneficial ownership interest in such
shares of Common Stock.
|
|
14.
|
|
Listed shares are directly beneficially owned by Wynnefield Partners Small Cap
Value, L.P. I, as members of a group under Section 13(d) of the Securities
Exchange Act of 1934, as amended (the Exchange Act). Wynnefield Capital
Management, LLC, as the sole general partner of Wynnefield Partners Small Cap
Value, L.P. I, has an indirect beneficial ownership interest in the shares of
Common Stock that Wynnefield Partners Small Cap Value L.P. I directly
beneficially owns. Nelson Obus and Joshua Landes, as co-managing members of
Wynnefield Capital Management, LLC, have an indirect beneficial ownership
interest in such shares of Common Stock.
|
|
15.
|
|
Listed shares are directly beneficially owned by Wynnefield Small Cap Value
Offshore Fund, Ltd., as members of a group under Section 13(d) of the Exchange
Act. Wynnefield Capital, Inc. as the sole investment manager of Wynnefield Small
Cap Value Offshore Fund, Ltd., has an indirect beneficial ownership interest in
the shares of Common Stock that Wynnefield Small Cap Value Offshore Fund, Ltd.
directly beneficially owns. Mr. Obus and Mr. Landes, as principal executive
officers of Wynnefield Capital, Inc., have an indirect beneficial ownership
interest in the shares of Common Stock that Wynnefield Small Cap Value Offshore
Fund, Ltd. directly beneficially owns.
|
|
16.
|
|
Wynnefield Capital Inc. Profit Sharing Plan directly beneficially owns 92,563
shares of common stock of TeamStaff. Mr. Obus has the power to vote and dispose
of Wynnefield Capital, Inc. Profit Sharing Plans investments in securities and
has an indirect beneficial ownership interest in the shares of Common Stock that
Wynnefield Capital, Inc. Profit Sharing Plan directly beneficially owns.
|
|
17.
|
|
Listed shares of Common Stock are directly beneficially owned by Channel
Partnership II, L.P., as members of a group under Section 13(d) of the Exchange
Act. Nelson Obus, as the sole general partner of Channel Partnership II, L.P.,
has an indirect beneficial ownership interest in the shares of Common Stock that
Channel Partnership II, L.P. directly beneficially owns.
|
- 30 -
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
AND DIRECTOR INDEPENDENCE
Except as disclosed herein, we have not entered into any material transactions or series of
similar transactions with any director, executive officer or any security holder owning 5% or more
of our common stock. For information concerning employment agreements with, and compensation of,
our executive officers and directors, see the disclosure in the section of this proxy statement
captioned Executive Compensation and Related Information
Approval for Related Party Transactions
Although we have not adopted a formal policy relating to the approval of proposed transactions
that we may enter into with any of our executive officers, directors and principal shareholders,
including their immediate family members and affiliates, our Audit Committee, all of the members of
which are independent, reviews the terms of any and all such proposed material related party
transactions. The results of this review are then communicated to the entire board of directors,
which has the ultimate authority as to whether or not we enter into such transactions. We will not
enter into any material related party transaction without the prior consent of our Audit Committee
and our board of directors. In approving or rejecting the proposed related party transaction, our
Audit Committee and our board of directors shall consider the relevant facts and circumstances
available and deemed relevant to them, including, but not limited to the risks, costs and benefits
to us, the terms of the transaction, the availability of other sources for comparable services or
products, and, if applicable, the impact on a directors independence. We shall approve only those
agreements that, in light of known circumstances, are in, or are not inconsistent with, our best
interests, as our Audit Committee and our board of directors determine in the good faith exercise
of their discretion.
Independence of our Board of Directors and its Committees
The listing rules established by the Nasdaq Stock Market, LLC require that a majority of the
members of a listed companys board of directors qualify as independent as affirmatively
determined by the board, meaning that each independent director has no direct or indirect material
relationship with a company other than as a director and/or a shareholder. Our board of directors
consults with legal counsel to ensure that our boards determination with respect to the definition
of independent is consistent with current Nasdaq listing rules. Our board of directors reviewed
all relevant transactions or relationships between each director, or any of his family members, and
our company and has affirmatively determined that each of our current directors, other than Zachary
C. Parker (our Chief Executive Officer), are independent directors under the applicable guidelines
noted above. Our board of directors has four committees: the Audit Committee, the Management
Resources and Compensation Committee, the Nominating and Corporate Governance Committee and the
Executive Committee. All of the members of our Audit, Nominating and Corporate Governance and
Management Resources and Compensation Committees meet the standards for independence required under
current Nasdaq Stock Market listing rules, SEC rules, and applicable securities laws and
regulations.
HOUSEHOLDING OF PROXY MATERIALS
The SEC has approved a rule governing the delivery of disclosure documents. This rule allows
us to send a single copy of this proxy statement to any household at which two or more of our
shareholders reside, if we believe that the shareholders are members of the same family. Some
banks, brokers and other intermediaries may be participating in this practice of householding
proxy statements and annual reports. This rule benefits both the Company and its shareholders as it
reduces the volume of duplicate information received at a shareholders house and helps reduce our
expenses. Each shareholder, however, will continue to receive individual proxy cards or voting
instructions forms. Shareholders that have previously received a single set of disclosure documents
may request their own copy by contacting their bank, broker or other nominee record holder. We will
also deliver a separate copy of this proxy statement to any shareholder upon written request to
Corporate Secretary, TeamStaff, Inc., 1 Executive Drive, Suite 130, Somerset, New Jersey 08873.
- 31 -
SHAREHOLDER PROPOSALS
By-law Provisions.
In accordance with our by-laws, a shareholder who desires to present a
proposal for consideration at next years annual meeting must submit the proposal no later than the
close of business on the date that is 90 days prior to the anniversary date of the immediately
preceding annual meeting. The submission should include the proposal and a brief statement of the
reasons for it, the name and address of the shareholder (as they appear in our stock transfer
records), the number of shares beneficially owned by the shareholder and a description of any
material interest that the shareholder may have in the proposal. Proposals should be addressed to
Corporate Secretary, TeamStaff, Inc., 1 Executive Drive, Suite 130, Somerset, New Jersey 08873.
Eligibility to Submit a Proposal.
Under Rule 14a-8 promulgated under the Securities Exchange
Act of 1934, as amended, in order to be eligible to submit a proposal, you must have continuously
held at least $2,000 in market value, or 1%, of the Companys securities entitled to be voted on
the proposal at the meeting for at least one year by the date you submit the proposal. You must
continue to hold those securities through the date of the meeting.
Inclusion in Next Years Proxy Statement.
Notwithstanding the Companys by-law provisions
cited above, a shareholder who desires to have his or her proposal included in next years proxy
statement must deliver the proposal to our principal executive offices (at the address noted above)
no later than the close of business on March 18, 2011.
Presentation at Meeting.
Rule 14a-4(c) under the Exchange Act provides that if a proponent of
a proposal fails to notify us at the address below at least 45 days prior to the month and day of
mailing of the prior years proxy statement (or any date specified in an advance notice provision),
then the management proxy holders will be allowed to use their discretionary voting authority with
respect to the voting of proxies when the proposal is presented at the meeting, without any
discussion of the matter in the proxy statement. With respect to our 2011 annual meeting of
stockholders, if we are not provided notice of a stockholder proposal, which the stockholder has
not previously sought to include in our proxy statement, by June 1, 2011, the management proxy
holders will be allowed to use their discretionary authority with respect to the voting of proxies.
ADDITIONAL INFORMATION
A COPY OF THE COMPANYS ANNUAL REPORT ON FORM l0-K FOR THE FISCAL YEAR ENDED SEPTEMBER 30,
2009 FILED WITH THE SEC WILL BE FURNISHED WITHOUT EXHIBITS TO SHAREHOLDERS WITHOUT CHARGE UPON
WRITTEN REQUEST SENT TO SECRETARY, TEAMSTAFF, INC., 1 EXECUTIVE DRIVE, SUITE 130, SOMERSET, NEW
JERSEY 08873. Each request must set forth a good faith representation that as of the Record Date,
the person making the request was the beneficial owner of common stock of TeamStaff entitled to
vote at the annual meeting of shareholders. We are subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and in accordance therewith file reports, proxy and
information statements and other information with the SEC. Such reports, proxy and information
statements and other information we file can be inspected and copied at the public reference
facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. at prescribed rates. You
can contact the SEC at 1-800-SEC-0330 for additional information about these facilities. The SEC
maintains a web site that contains reports, proxy and information statements and other information
filed through the SECs Electronic Data Gathering, Analysis and Retrieval System. This web site can
be accessed at
http://www.sec.gov
.
- 32 -
OTHER BUSINESS
As of the date of this proxy statement, the only business which the board of directors intends
to present, and knows that others will present, at the annual meeting is that herein above set
forth. If any other matter or matters are properly brought before the annual meeting, or any
adjournments thereof, it is the intention of the persons named in the accompanying form of proxy to
vote the proxy on such matters in accordance with their judgment.
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By Order of the Board of Directors
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Victor J. DiGioia
,
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Secretary
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July 16, 2010
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE AND RETURN YOUR PROXY PROMPTLY IN
THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF IT IS MAILED IN THE UNITED STATES OF AMERICA.
- 33 -
TEAMSTAFF, INC.
VOTE BY INTERNET OR TELEPHONE
QUICK * * * EASY * * * IMMEDIATE
As a stockholder of TeamStaff, Inc., you have the option of voting your shares electronically
through the Internet or on the telephone, eliminating the need to return the proxy card. Your
electronic vote authorizes the named proxies to vote
your shares in the same manner as
if you marked, signed, dated and returned the proxy card. Votes submitted
electronically
over the Internet or by telephone must be received by 7:00 p.m., Eastern Time, on August 18, 2010.
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:
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(
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*
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Vote Your Proxy on the Internet:
www.continentalstock.com
Have your proxy card available when
you access the above website. Follow
the prompts to vote your shares.
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OR
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Vote Your Proxy by Phone:
Call 1 (866) 894-0537
Use any touch-tone telephone
to vote your proxy. Have your
proxy card available when you
call. Follow the voting
instructions to vote your
shares.
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OR
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Vote Your Proxy by Mail:
Mark, sign, and date your
proxy card, then detach it,
and return it in the
postage-paid envelope
provided.
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PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE
VOTING ELECTRONICALLY OR BY PHONE
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6
FOLD AND DETACH HERE AND READ THE REVERSE SIDE
6
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PROXY
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Please mark
your votes
like this
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x
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THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS
INDICATED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED
FOR ALL THE PROPOSALS. THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS.
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THE BOARD OF
DIRECTORS
RECOMMENDS A VOTE
FOR:
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FOR
all
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WITHHOLD AUTHORITY
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FOR
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AGAINST
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ABSTAIN
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1.
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Election of
Directors
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Nominees
listed to the left
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to vote (except as
marked
to
the
contrary for all
nominees
listed to
the left)
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2.
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RATIFICATION
OF INDEPENDENT
REGISTERED
PUBLIC ACCOUNTING
FIRM
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o
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o
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o
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NOMINEES:
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(01) FREDERICK G. WASSERMAN AND
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o
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o
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(02) WILLIAM H. ALDERMAN
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(Instruction: To withhold
authority to vote for any individual
nominee, strike a line through that
nominees
name in the list above)
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Label Area 4 x 1 1/2
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PRINT AUTHORIZATION
(THIS BOXED AREA DOES NOT PRINT
)
To commence printing on this proxy card please sign, date and fax
this card to this number:
212-691-9013
or email us your approval.
SIGNATURE:
DATE:
TIME:
Registered Quantity
Broker Quantity
Note: SCOTTI to Email
final approved copy for Electronic Voting website setup: Yes
o
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THIS PROXY WHEN PROPERLY
EXECUTED WILL BE VOTED AS INDICATED.
IF NO CONTRARY INDICATION IS MADE,
THE PROXY WILL BE VOTED IN FAVOR OF
ELECTING THE TWO NOMINEES TO THE
BOARD OF DIRECTORS, IN FAVOR OF
PROPOSAL 2, AND IN ACCORDANCE WITH
THE JUDGMENT OF THE PERSONS NAMED AS
PROXY HEREIN, ON ANY OTHER MATTERS
THAT MAY PROPERLY COME BEFORE THE
ANNUAL MEETING. THIS PROXY IS
SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS.
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UPON FINAL APPROVAL
FORWARD INTERNET &
TELEPHONE VOTING
TO
SUNGUARD
WITHOUT
THE YELLOW
BOX, BLUE BOX & CROP
MARKS
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COMPANY ID:
PROXY NUMBER:
ACCOUNT NUMBER:
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Signature
Signature
Date
, 2010.
Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both
should sign. When signing as attorney, executor, administrator, trustee, guardian, or corporate
officer, please
give title as such.
Important Notice Regarding the Availability of Proxy Materials for
the Annual Meeting of Stockholders to be held August 19, 2010
This proxy statement and our 2009 Annual Report to Stockholders are
available at http://www.cstproxy.com/teamstaff/2010
6
FOLD AND DETACH HERE AND READ THE REVERSE SIDE
6
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
TEAMSTAFF, INC.
The undersigned appoints Zachary C. Parker and Frederick G. Wasserman, and each of them, as
proxies, each with the power to appoint his substitute, and authorizes each of them to represent
and to vote, as designated on the reverse hereof, all of the shares of common stock of TeamStaff,
Inc. held of record by the undersigned at the close of business on July 8, 2010 at the Annual
Meeting of Stockholders of TeamStaff, Inc. to be held on August 19, 2010 or at any adjournment
thereof.
(Continued, and to be marked, dated and signed, on the other side)
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