1 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) June 15, 2000 -------------------------------- TEAMSTAFF, INC. - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in charter) New Jersey 0-18492 22-1899798 - -------------------------------------------------------------------------------- (State or other jurisdic- (Commission (IRS Employer tion of incorporation) File Number) Identification No.) 300 Atrium Drive, Somerset, N.J. 08873 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (732) 748-1700 ------------------------------ - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.)
2 ITEM 5. OTHER EVENTS TeamStaff held a Special Meeting of its Shareholders on May 31, 2000 to authorize the Board of Directors of the Company to effect a 1:3.5 reverse split of the common stock of the Company. Out of the 27,932,513 shares outstanding on the record date, holders of 22,001,119 shares approved the resolution. The Board of Directors implemented the reverse split on June 2, 2000. Until June 30, 2000, the Company's common stock will trade under the symbol "TSTFD," after which the symbol will again be "TSTF." ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 4.1* Form of Common Stock Certificate. 2
3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. Dated: June 15, 2000 TEAMSTAFF, INC. (Registrant) By /s/ Donald T. Kelly --------------------- Donald T. Kelly Chief Financial Officer 3
1 SHARES SEE REVERSE FOR [TEAMSTAFF(R) LOGO] CERTAIN DEFINITIONS TEAMSTAFF(R) TEAMSTAFF, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF NEW JERSEY CUSIP 87815U 20 4 THIS CERTIFIES THAT IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK $.001 PAR VALUE OF =============================== TEAMSTAFF, INC. =============================== transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby are issued and shall be held subject to the provisions of the Certificate of Incorporation, as amended, of the Corporation (a copy of which is on file with the transfer agent), to all of which the holder by acceptance hereof assents. This certificate is not valid unless countersigned by the Transfer Agent. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: SPECIMEN [TEAMSTAFF, INC. SPECIMEN D. T. KELLY CORPORATE DONALD W. KAPPAUF SECRETARY SEAL PRESIDENT 1969 NEW JERSEY] COUNTERSIGNED: CONTINENTAL STOCK TRANSFER & TRUST COMPANY (JERSEY CITY, N.J.) TRANSFER AGENT BY: AUTHORIZED OFFICER
2 The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - _________ Custodian ___________ (Cust) (Minor) under Uniform Gifts to Minors Act ______________________ (State) Additional abbreviations may also be used though not in the above list. For value received, _______________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE -------------------------------------- | | | | -------------------------------------- ____________________________________________________________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) ____________________________________________________________________________ ____________________________________________________________________________ _____________________________________________________________________ shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint ___________________________________________________________________ Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated ____________________ _________________________________________________________________ NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.