UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 17, 2010
TeamStaff, Inc.
(Exact name of registrant as specified in its charter)
| New Jersey | 0-18492 | 22-1899798 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 1 Executive
Drive Somerset, NJ |
08873 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (877) 523-9897
| (Former name or former address if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.02
|
Unregistered Sales of Equity Securities. | |||
To the extent required by Item 3.02 of the Current Report on Form 8-K, the
information required to be disclosed in this Item 3.02 concerning the
grant of stock options to Mr. John E. Kahn is incorporated herein by
reference from Item 5.02. |
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Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers. |
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On September 17, 2010, TeamStaff, Inc. (the “Company” or “TeamStaff”)
named John E. Kahn as its Chief Financial Officer, effective immediately.
On September 23, 2010, the Company issued a press release announcing these
matters, a copy of which is filed as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated herein by reference. |
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| Biographical Information. | ||||
John E. Kahn. Prior to joining TeamStaff, from April 2006 through April
2010, Mr. Kahn was the Chief Financial Officer and Secretary of Financial
Asset Management Systems, a provider of government and business services.
From November 2003 to March 2006, Mr. Kahn was the Chief Financial Officer
and Secretary of Trusted Network Technologies, a company providing
computer network identity control and audit solutions to government and
other customers. Previously, Mr. Kahn served as a financial and business
advisor, providing chief financial officer, accounting and strategic
financial advice to clients. Mr. Kahn is a certified public accountant and
from 1985 to 1993 was with Arthur Andersen as an audit and business
advisory manager and audit staff. Mr. Kahn received a Bachelor of Science
from the University of Wales and is a Fellow of the Institute of Chartered
Accountants in England and Wales. Mr. Kahn is 47 years old. |
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There are no arrangements or understandings between Mr. Kahn and any other
persons pursuant to which he was appointed as the Chief Financial Officer
of the Company. There are no family relationships between Mr. Kahn and any
director, executive officer, or any person nominated or chosen by the
Company to become a director or executive officer. No information is
required to be disclosed with respect to Mr. Kahn pursuant to Item 404(a)
of Regulation S-K. |
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| Employment Agreement | ||||
On September 22, 2010, the Company and Mr. Kahn entered into an employment
agreement, the terms of which are summarized below. The following
description of the employment agreement is qualified in its entirety by
reference to the full text of such agreement. |
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• The employment agreement is for an initial term expiring September 30,
2012. Under the employment agreement, Mr. Kahn will receive a base salary
of $190,000 per annum. |
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• Mr. Kahn may receive bonuses in accordance with the following
parameters: (i) a bonus of $20,000 will be paid in January 2011 based on
contributions to the Company’s compliance with SEC filing requirements;
(ii) an annual bonus of up to 50% of base salary based on performance
targets and other key objectives established by the Management Resources
and Compensation Committee of the board of directors (the “Committee”);
and (iii) target bonus will be adjusted by 2% of base salary for every 1%
of variance between targets and actual results and no bonus will be
awarded if results are less than 90% of target and no bonus will exceed
70% of base salary. |
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• The Company granted Mr. Kahn options to purchase 150,000 shares of
common stock under the Company’s 2006 Long Term Incentive Plan (the “2006
Plan”). The options shall vest as follows: 50,000 options vest
immediately; 50,000 options shall vest if the closing price of the
Company’s common stock equals or exceeds $3.00 per share for ten
consecutive trading days; and an additional 50,000 options shall vest if
the closing price of the Company’s common stock equals or exceeds $5.00
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 equal to the fair market value of the Company’s common
stock on the date the employment agreement was executed. In the event of
the termination of his employment, the options will, to the extent vested,
remain exercisable in accordance with the terms of the 2006 Plan. |
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• In the event of the termination of employment by us without “cause” or
by Mr. Kahn for “good reason”, or if 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 12 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. Kahn’s 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 12 months from the
termination date. If Mr. Kahn’s 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.
Upon termination of the Employee’s employment on or after the expiration
date, other than for cause, Mr. Kahn will be entitled to the severance
payment. |
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• Mr. Kahn will receive the following payments and/or benefits in the
event that his employment is terminated in connection with a change of
control of the Company: (i) his accrued compensation; (ii) continuation
benefits; (iii) a lump sum payment equal to 100% of his base salary in
lieu of a severance payment; and (iv) all unvested options and other
incentive awards shall be fully vested and remain exercisable in
accordance with the 2006 Plan. 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. Kahn. |
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• Pursuant to the employment agreement, Mr. Kahn is subject to customary
confidentiality and non-compete obligations that survive the termination
of such agreement. |
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Item 9.01
|
Financial Statements and Exhibits | |||
The following exhibit is attached to this Form 8-K: |
| Exhibit | ||||||
| (d) | Number | Exhibit Title or Description | ||||
| 99.1 | Press Release dated September 23, 2010. | |||||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| TeamStaff, Inc. |
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| By: | /s/ Zachary C. Parker | |||
| Name: | Zachary C. Parker | |||
| Title: | President and Chief Executive Officer | |||
Date: September 23, 2010
EXHIBIT INDEX
| Exhibit | ||
| Number | Description | |
99.1
|
Press Release dated September 23, 2010. |
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Exhibit 99.1
FOR IMMEDIATE RELEASE
CONTACTS: |
||
Zachary C. Parker,
|
Donald C. Weinberger/Diana Bittner (media) | |
President and Chief Executive Officer
|
Wolfe Axelrod Weinberger Associates, LLC | |
John E. Kahn,
|
212-370-4500 | |
Chief Financial Officer
|
don@wolfeaxelrod.com | |
TeamStaff, Inc.
|
diana@wolfeaxelrod.com | |
1 Executive Drive |
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Somerset, NJ 08873 |
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866-352-5304 |
TEAMSTAFF, INC. APPOINTS JOHN E. KAHN AS CHIEF FINANCIAL OFFICER
Somerset, New Jersey — September 23, 2010 — TeamStaff, Inc. (Nasdaq: TSTF), a leading logistics
and healthcare services provider to the Federal Government and Department of Defense announced
today the appointment of Mr. John E. Kahn as Chief Financial Officer. Mr. Kahn brings over 25
years of financial experience to TeamStaff and will be responsible for all elements of accounting
and finance for the organization. The company’s executive search was conducted with the assistance
of DHR International.
“We are delighted to welcome John to TeamStaff. With his appointment, we are in an even stronger
position to deliver on our objective of becoming a nationally recognized leader with the Federal
Government and DoD in the logistics and healthcare fields,” said Zach Parker, Chief Executive
Officer of TeamStaff. “John not only has a proven track record in corporate finance, growing
businesses and managing complex capital structures, but he also has a depth of financial and
operational experience in the government services and defense industries that will be invaluable in
helping TeamStaff achieve its business objectives.”
Prior to joining TeamStaff, Mr. Kahn served as CFO of Financial Asset Management Systems, an
American Capital backed government and business services group. Additionally, Kahn has over a
decade of experience as a CFO and extensive experience in publicly traded organizations. Mr. Kahn
began his career with what is now BAE Systems, before joining a large public accounting firm. John
is a Certified Public Accountant, a Certified Information Technology Professional and a Member of
the American Institute of Certified Public Accountants. He is also a Fellow of the Institute of
Chartered Accountants in England and Wales and has a bachelor’s degree with an accountancy major
from the University of Wales.
John holds leadership roles with several professional associations including Financial Executives
International (FEI), the Association of Chartered Accountants in the United States (ACAUS) and the
Association for Corporate Growth (ACG).
About TeamStaff, Inc.
TeamStaff serves clients and their employees throughout the United States as a full-service
provider of logistics and healthcare support services. TeamStaff specializes in providing high
quality healthcare, logistics, and technical services to Federal agencies and the Department of
Defense. For more information, visit the TeamStaff corporate web site at www.teamstaff.com or the TeamStaff Government Solutions
web site at www.teamstaffgs.com.
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This press release contains “forward-looking statements” as defined by the federal securities laws
and involve numerous risks and uncertainties. TeamStaff’s actual results could differ materially
from those described in such forward-looking statements as a result of such risks and
uncertainties. For a discussion of such risks and uncertainties, see “Risk Factors” in the
Company’s periodic reports filed with the U.S. Securities Exchange Commission. The information in
this release should be considered accurate only as of the date of the release.
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