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) March 17, 1999 ------------------------------- 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 -------------- DIGITAL SOLUTIONS, INC. - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.)
2 Item 5. Other Events. On March 17, 1999, TEAMSTAFF, INC. (formerly Digital Solutions, Inc.) (the "Company") held an Annual Meeting of its Stockholders in Somerset, New Jersey. Of the 27,617,241 shares of Common Stock entitled to vote as of the Record Date of February 17, 1999, 24,760,974 shares were represented either in person or by proxy. The purpose of the Annual Meeting was to consider and approve the following: 1. Amendments to Certificate of Incorporation. To amend the Company's Certificate of Incorporation to classify the Board of Directors into three classes and further provide that any amendment to such provision to classify the Board of Directors be effective only upon the affirmative vote of the Board of Directors of 66 2/3% of the issued and outstanding shares entitled to vote. Results of Voting The Stockholders of the Company voted 8,968,140 shares in favor of adoption of the amendments to the Certificate of Incorporation. Stockholders holding 129,100 shares voted against the proposal. A total of 15,600 Stockholders abstained from voting. 2. Election of Directors. To elect seven directors to the Board of Directors in staggered terms of one to three years. The nominees for election were: Class 1 Class 2 Class 3 ------- ------- ------- Karl W. Dieckmann John H. Ewing Kirk A. Scoggins Donald W. Kappauf Charles R. Dees, Jr. Martin J. Delaney William J. Marino The term for Class 1 directors expires at the 2002 Annual Meeting, the term for Class 2 Directors expires at the 2001 Annual Meeting and the term for Class 3 Directors expires at the 2000 Annual Meeting. 2
3 Results of Voting The Stockholders voted as follows with respect to the election of Directors: Votes For Votes Withheld --------- -------------- Karl W. Dieckmann 24,233,431 527,743 Donald W. Kappauf 24,271,431 489,543 William J. Marino 24,321,531 439,443 John H. Ewing 24,293,231 467,743 Charles R. Dees, Jr. 24,353,231 407,743 Kirk A. Scoggins 24,351,231 409,743 Martin J. Delaney 24,355,731 405,243 Item 7. Exhibits 3.1 Form of Amendment to Certificate of Incorporation (filed as Appendix A to the Company's Proxy Statement dated February 18, 1999. 3
4 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. By: /s/ Donald T. Kelly ------------------------------------- Donald T. Kelly Chief Financial Officer Dated: March 25, 1999 4