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Filed Under Rule 424(b)(3) Registration No. 333-73426 Prospectus Supplement Dated November 4, 2003 to Prospectus Dated November 15, 2001 TEAMSTAFF, INC. SELLING SECURITY HOLDERS The table set forth in the section of the Prospectus entitled "Selling Security Holders" is hereby updated to list additional grants of options to certain employees and non-executive directors of Teamstaff, Inc., pursuant to its 2000 Employee Stock Option Plan and its 2000 Non-Executive Director Stock Option Plan. The following table lists those Selling Security Holders owning shares underlying additional options which may be offered for resale pursuant to this Supplement to the Re-offer Prospectus. Such Selling Security Holders have and may in the future acquire such shares upon the exercise of options granted under our 2000 Employee Stock Option Plan or our 2000 Non-Executive Directors Stock Option Plan. Such persons may resell all, a portion, or none of such shares. The Selling Security Holders named below are employees or non-executive directors of Teamstaff, Inc. who may acquire shares of common stock under either our 2000 Employee Stock Option Plan or 2000 Non-Executive Director Stock Option Plan and are eligible to resell any such shares of common stock, regardless of whether they have any present intent to do so. This Prospectus Supplement should be read in conjunction with the Prospectus, and this Prospectus Supplement is qualified by reference to the Prospectus except to the extent that the information herein contained supersedes the information contained in the Prospectus. Capitalized terms used in this Prospectus Summary and not otherwise defined herein have the meanings specified in the Prospectus. - --------------------------- ** Percentage is less than 1%. (1) Percentage based on 15,714,339 shares outstanding as of October 31, 2003. (2) Shares offered hereby consist of options granted pursuant to 2000 Non-Executive Director Stock Option Plan. (3) Shares offered hereby consist of options granted pursuant to 2000 Employee Stock Option Plan. (4) Listed shares include warrants to purchase 10,000 shares of common stock. (5) Listed shares includes an aggregate of 147,790 shares owned by or on behalf of certain of the holder's family members and as to which shares the listed holder expressly disclaims beneficial ownership. (6) Listed shares include warrants to purchase 2,000 shares of our common stock.
PERCENTAGE SHARES/OPTION SHARES/OPTION OF SHARES SHARES OPTION SHARES OWNED NAME OF BENEFICIALLY OWNED SHARES OWNED AFTER AFTER SELLING SECURITY HOLDER PRIOR TO OFFERING OFFERED OFFERING OFFERING (1) Martin J. Delaney (2)(4) 52,235/21,428 10,000 52,235/11,428 ** Karl W. Dieckmann (2) 85,924/21,428 10,000 85,924/11,428 ** Ben Dyer (2) 33,864/10,000 10,000 33,864/0 ** Rick J. Filippelli (3) 0/50,000 50,000 0 0 Elizabeth Hoaglin (3) 286/67,142 50,000 286/17,142 ** T. Stephen Johnson (2)(5) 264,011/15,000 10,000 264,011/5,000 1.7% Edmund C. Kenealy (3) 8,031/60,000 50,000 8,031/10,000 ** Wayne Lynn (3) 32,120/72,500 50,000 32,120/22,500 ** Rocco Marano (2)(6) 23,857/10,000 10,000 23,857/0 ** Gerard Romano (3) 0/30,000 30,000 0 0 T. Kent Smith (3) 0/400,000 400,000 0 0