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) AUGUST 29, 2001 -------------------------------- 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 2. ACQUISITION OR DISPOSITION OF ASSETS. ITEM 5. OTHER EVENTS TeamStaff, Inc. ("Teamstaff or the "Company") announced the results of its Annual Meeting of Shareholders held on Wednesday August 29, 2001. As set forth in the Proxy Statement dated as of August 7, 2001, shareholders were requested to vote upon and approve the election of directors and the proposed reverse subsidiary merger with BrightLane.com, Inc. On the record date of July 31, 2001, there were 8,079,553 shares outstanding. 1. Election of Directors Shareholders approved the election of the following Class 2 Directors: Votes Cast % Cast Withhold % NOMINEES FOR FOR AUTHORITY TO VOTE WITHELD - -------- ---------- ------ ----------------- ------- John H. Ewing 6,716,799 96% 261,064 4% Rocco J. Marano 6,716,799 96% 261,064 4% Charles R. Dees, Jr 6,716,799 96% 261,064 4% In accordance with the Agreement and Plan of Merger dated as of March 6, 2001 among TeamStaff, Inc., BrightLane.com, Inc. and TeamSub, Inc., and as described in the Proxy Statement, following consummation of the transaction with BrightLane, the foregoing persons will resign from the Board of Directors and the Board will be reconstituted as follows: NAME DIRECTOR CLASS TERM EXPIRES Donald MacLeod Class 3 2002 Martin Delaney Class 3 2002 T. Stephen Johnson Class 1 2003 William Marino Class 1 2003 Susan Wolken Class 1 2003 Karl Dieckmann Class 2 2004 Donald Kappauf Class 2 2004 David Carroll Class 2 2004 2
3 2. Proposal to Approve BrightLane Transaction Shareholders were requested to approve and adopt the issuance of up to 8,216,631 shares of Common Stock, and related transactions, as contemplated in the Agreement and Plan of Merger, dated as of March 6, 2001, as amended, by and among TeamStaff, Inc., BrightLane.com, Inc. and TeamSub, Inc.. The proposal was approved by the following votes: Votes Cast Votes Cast Withheld For Adoption Against Adoption Authority OF PROPOSAL OF PROPOSAL ABSTAINED TO VOTE - ------------ ---------------- --------- --------- 4,495,361 36,823 25,575 1,907,905 Of the shares entitled to vote and voting at the meeting (either by proxy or in person), approximately 69% voted in favor of the proposal related to the BrightLane transaction and approximately 29% withheld authority to vote The parties anticipate closing to be effective on Friday, August 31, 2001. 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: August 30, 2001 TEAMSTAFF, INC. (Registrant) By/s/ Donald Kappauf ------------------------- Donald Kappauf Chief Executive Officer 3