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) January 27, 2003 TEAMSTAFF, INC. - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in charter) New Jersey 0-18492 22-1899798 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer 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.)
ITEM 5/ITEM 9. OTHER EVENTS AND REQUIRED FD DISCLOSURE. TeamStaff, Inc. issued two press releases, dated January 17, 2003 and January 24, 2003, announcing the following: (a) that it has received notice from the Nasdaq Stock Market that an "E" will be appended to its symbol at the opening of business on January 21, 2003 due to the belated filing of the Company's annual report on Form 10-K; (b) that Nasdaq has advised the Company that its Common Stock will be delisted from trading on the Nasdaq National Market at the opening of business on January 27, 2003 unless the Company requests a hearing before the Nasdaq Stock Market; (c) disclosing that its new accountants have determined that the adjustment required to the 2001 fiscal year net income, due to accounting errors related to its executive officer retirement plan, will be significantly less than originally reported; and (d) that a hearing has been scheduled for February 14, 2002 by the Nasdaq Stock Market, Inc. to determine whether TeamStaff's Common Stock should continue to be listed on the Nasdaq National Market. A copy of the January 17, 2003 press release is annexed hereto as Exhibit 99.1 and a copy of the January 23, 2003 press release is annexed hereto as Exhibit 99.2. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit 99.1 Press Release dated January 17, 2003. Exhibit 99.2 Press Release dated January 24, 2003 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: January 27, 2002 TEAMSTAFF, INC. (Registrant) By /s/Donald W. Kappauf ------------------------------ Donald W. Kappauf Chief Executive Officer
Exhibit No. Description - ----------- ----------- Exhibit 99.1 Press Release dated January 17, 2003. Exhibit 99.2 Press Release dated January 24, 2003.
EXHIBIT 99.1 [TEAMSTAFF LOGO] CONTACT INFORMATION: TEAMSTAFF, INC. COFFIN, MOTTOLA COMMUNICATIONS 300 Atrium Drive 19800 Mac Arthur Blvd. #970 Somerset, NJ 08873 Irvine, CA 92612 (732) 748-1700 (949) 851-1109 DONALD W. KAPPAUF, PRESIDENT & CEO CHRISTI MOTTOLA MANAGING PARTNER cmottola@aol.com TEAMSTAFF ANNOUNCES 2001 RESTATEMENT WILL NOT BE AS SIGNIFICANT AS PREVIOUSLY ANNOUNCED AND WILL NOT REQUIRE A NEW AUDIT; TEMPORARY CHANGE TO TRADING SYMBOL; HEARING BEFORE THE NASDAQ STOCK MARKET Friday January 17, 5:43 pm ET SOMERSET, N.J., Jan. 17 /PRNewswire-FirstCall/ -- TeamStaff, Inc. (Nasdaq: TSTF - - News), one of the nation's top Business Outsourcers and Professional Employer Organizations (PEOs), today announced that it has received notice from the Nasdaq Stock Market that an "E" will be appended to its symbol at the opening of business on January 21, 2003 due to the belated filing of the Company's annual report on Form 10-K. TeamStaff's Common Stock is currently traded on the Nasdaq National Market under the trading symbol TSTF. Nasdaq has further advised the Company that the Company's Common Stock will be delisted from trading on the Nasdaq National Market at the opening of business on January 27, 2003 unless the Company requests a hearing before the Nasdaq Stock Market. The Company will request a hearing regarding Nasdaq's determination so that the delisting will be automatically stayed pending the results of the hearing. TeamStaff previously announced that the filing of its annual report on Form 10-K would be delayed due to the need to restate its 2001 fiscal year, and the determination by its audit committee to engage new auditors to conduct both the reaudit of the 2001 fiscal year and the audit of the 2002 fiscal year. TeamStaff's new accountants have determined that the adjustment to the 2001 net income will be significantly less than originally reported and that they will need to audit only the adjustment.
TeamStaff expects the audit will be completed within two to three weeks and that the Form 10-K for the 2002 fiscal year will be promptly filed thereafter, at which time TeamStaff will be in full compliance with all the Nasdaq requirements. About TeamStaff Headquartered in Somerset, NJ, TeamStaff serves over 3,700 clients and over 50,000 employees throughout the United States as a full service provider of employer outsourcing and staffing solutions. Through its Professional Employer Organization, TeamStaff provides small and medium sized businesses throughout the nation with a better way to employ their people by delivering off-site, full-service human resource outsourcing solutions. TeamStaff's comprehensive employer services include employment administration, benefits management, government compliance, recruiting and selection, employer liability management, training and development and performance management tools. TeamStaff's PEO ranks as one of the top 10 PEOs in the nation. In addition to its Professional Employer Organization, TeamStaff operates two other employer-outsourcing services. Through TeamStaff Rx, TeamStaff provides temporary and permanent medical staffing services throughout the country and is the largest provider of medical imaging personnel in its field. TeamStaff also operates DSI, its niche payroll service bureau offering payroll services and payroll tax processing to over 750 clients and 33,000 employees, mostly in the construction industries in New York and New Jersey. For more information, visit the TeamStaff web site at www.teamstaff.com. The statements contained in this press release that are not historical facts are forward-looking statements that involve a number of risks and uncertainties. Therefore, the actual results of future events described in such forward-looking statements could differ materially from those stated in such forward-looking statements. Among those factors that could cause actual results to differ materially are: (i) regulatory and tax developments; (ii) changes in direct costs and operating expenses; (iii) the estimated costs and effectiveness of capital projects and investments in technology infrastructure; (iv) ability to effectively implement its e-business strategy; (v) the effectiveness of sales and marketing efforts, including the company's marketing arrangements with other companies: and (vi) changes in the competitive environment in the PEO industry. These factors are described in further detail in TeamStaff's filings with the Securities and Exchange Commission. For further information, please contact: Donald W. Kappauf, President & CEO of TeamStaff, Inc., +1-732-748-1700; or Christi Mottola, Managing Partner of Coffin, Mottola Communications, +1-949-851-1109, cmottola@aol.com, for TeamStaff, Inc. # # #
EXHIBIT 99.2 [TEAMSTAFF LOGO] CONTACT INFORMATION: TEAMSTAFF, INC. COFFIN, MOTTOLA COMMUNICATIONS 300 Atrium Drive 19800 Mac Arthur Blvd. #970 Somerset, NJ 08873 Irvine, CA 92612 (732) 748-1700 (949) 851-1109 DONALD W. KAPPAUF, PRESIDENT & CEO CHRISTI MOTTOLA MANAGING PARTNER cmottola@aol.com TEAMSTAFF NASDAQ HEARING SCHEDULED FOR FEBRUARY 14; DELISTING STAYED UNTIL THEN Friday January 24, 8:31 am ET SOMERSET, N.J., Jan. 24 /PRNewswire-FirstCall/ -- TeamStaff, Inc. (Nasdaq: TSTFE - - News), one of the nation's top Business Outsourcers and Professional Employer Organizations (PEOs), today announced that a hearing has been scheduled for February 14, 2002 by the Nasdaq Stock Market, Inc. to determine whether TeamStaff's common stock should continue to be listed on the Nasdaq National Market. As TeamStaff previously announced, the filing of its annual report on Form 10-K was delayed due to the need to restate its 2001 fiscal year, and the determination by its audit committee to engage new auditors to conduct both the reaudit of the 2001 fiscal year and the audit of the 2002 fiscal year. As announced on January 17, 2003, TeamStaff's new accountants have determined that the adjustment to the 2001 net income will be significantly less than originally reported and that they will need to audit only the adjustment. The Company has been granted a hearing before a Nasdaq panel to be held on February 14, 2003 and any potential action on the listing of its stock will be postponed until a decision of the panel has been reached. The Company anticipates that the Nasdaq panel will reach a decision shortly after the hearing.
About TeamStaff Headquartered in Somerset, NJ, TeamStaff serves over 3,700 clients and over 50,000 employees throughout the United States as a full service provider of employer outsourcing and staffing solutions. Through its Professional Employer Organization, TeamStaff provides small and medium sized businesses throughout the nation with a better way to employ their people by delivering off-site, full-service human resource outsourcing solutions. TeamStaff's comprehensive employer services include employment administration, benefits management, government compliance, recruiting and selection, employer liability management, training and development and performance management tools. TeamStaff's PEO ranks as one of the top 10 PEOs in the nation. In addition to its Professional Employer Organization, TeamStaff operates two other employer-outsourcing services. Through TeamStaff Rx, TeamStaff provides temporary and permanent medical staffing services throughout the country and is the largest provider of medical imaging personnel in its field. TeamStaff also operates DSI, its niche payroll service bureau offering payroll services and payroll tax processing to over 750 clients and 33,000 employees, mostly in the construction industries in New York and New Jersey. For more information, visit the TeamStaff web site at www.teamstaff.com. The statements contained in this press release that are not historical facts are forward-looking statements that involve a number of risks and uncertainties. Therefore, the actual results of future events described in such forward-looking statements could differ materially from those stated in such forward-looking statements. Among those factors that could cause actual results to differ materially are: (i) regulatory and tax developments; (ii) changes in direct costs and operating expenses; (iii) the estimated costs and effectiveness of capital projects and investments in technology infrastructure; (iv) ability to effectively implement its e-business strategy; (v) the effectiveness of sales and marketing efforts, including the company's marketing arrangements with other companies: and (vi) changes in the competitive environment in the PEO industry. These factors are described in further detail in TeamStaff's filings with the Securities and Exchange Commission. For further information please contact Donald W. Kappauf, President & CEO of TeamStaff, Inc., +1-732-748-1700; or Christi Mottola, Managing Partner of Coffin, Mottola Communications, +1-949-851-1109, cmottola@aol.com, for TeamStaff, Inc