UNITED STATES
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): February 7, 2011
TeamStaff, Inc.
(Exact name of registrant as specified in its charter)
| New Jersey | 0-18492 | 22-1899798 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 1 Executive
Drive Somerset, NJ |
08873 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (877) 523-9897
| (Former name or former address if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item 5.02 | Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers. |
As previously reported, on December 1, 2010, TeamStaff, Inc.
(the “Company” or “TeamStaff”) named John F. Armstrong as its
Executive Vice President of Corporate Development, effective
immediately. On February 7, 2011, we entered into an employment
agreement with Mr. Armstrong, which is effective as of December
1, 2010 and which will expire on November 30, 2013. |
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| Employment Agreement |
||
| The following is a summary of the terms of our agreement with Mr. Armstrong. The following description of the employment agreement is qualified in its entirety by reference to the full text of such agreement. |
| • | Mr. Armstrong’s appointment as Executive Vice President of
Corporate Development commenced December 1, 2010. Mr. Armstrong
will receive an initial base salary of $215,000 per annum. |
| • | Mr. Armstrong may receive an annual bonus of up to 50% of base
salary based on performance targets and other key objectives
established by the Management Resources and Compensation
Committee of the board of directors. Target bonus will be
adjusted by 2% of base salary for every 1% of variance between
targets and actual results and no bonus will be awarded if
results are less than 90% of target and no bonus will exceed 70%
of base salary. For the Company’s 2011 fiscal year, $40,000 of
the potential bonus will be guaranteed provided Mr. Armstrong
remains employed as of the date on which the bonus payment is
made. |
| • | We granted Mr. Armstrong options to purchase 250,000 shares of
common stock under our 2006 Plan. The options shall vest as
follows: 50,000 options vest immediately; 100,000 options shall
vest if the closing price of the Company’s common stock equals
or exceeds $3.00 per share for ten consecutive trading days; an
additional 50,000 options shall vest if the closing price of the
Company’s common stock equals or exceeds $5.00 per share for ten
consecutive trading days; and an additional 50,000 options shall
vest if the closing price of the Company’s common stock equals
or exceeds $7.00 per share for ten consecutive trading days. The
options, to the extent vested, shall be exercisable for a period
of ten years at the per share exercise price equal to the fair
market value of the Company’s common stock on the date his
employment commenced. |
| • | In the event of the termination of his employment by us
without “cause” or by Mr. Armstrong for “good reason” he would
be entitled to: (a) a severance payment of 12 months of base
salary; b) continued participation in our health and welfare
plans for a period not to exceed 12 months from the termination
date; and (c) all compensation accrued but not paid as of the
termination date. In the event of the termination of his
employment due to his death or disability, Mr. Armstrong or his
estate, as the case may be, would be entitled to receive all
compensation accrued but not paid as of the termination date and
continued participation in our health and welfare plans for a
period not to exceed 12 months from the termination date. If Mr.
Armstrong’s employment is terminated by us for “cause” or by him
without “good reason,” he is not entitled to any additional
compensation or benefits other than his accrued and unpaid
compensation. Upon termination of the Employee’s employment on
or after the expiration date, other than for cause, Mr.
Armstrong will be entitled to the severance payment. |
| • | Mr. Armstrong will receive the following payments and/or
benefits in the event that his employment is terminated in
connection with a change of control of the Company: (i) his
accrued compensation; (ii) continuation benefits; (iii) a lump
sum payment of base salary for a period of six months in lieu of
a severance payment; and (iv) all options granted to him which
are vested shall remain exercisable in accordance with the 2006
Plan. If the payments due in the event of a change in control
would constitute an “excess parachute payment” as defined in
Section 280G of the Internal Revenue Code of 1986, as amended
(the “Code”), the aggregate of such credits or payments under
the employment agreement and other agreements shall be reduced
to the largest amount as will result in no portion of such
aggregate payments being subject to the excise tax imposed by
Section 4999 of the Code. The priority of the reduction of
excess parachute payments shall be in the discretion of Mr.
Armstrong. |
| • | Pursuant to the employment agreement, Mr. Armstrong is subject
to customary confidentiality and non-compete obligations that
survive the termination of such agreement. |
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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. |
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| By: | /s/ Zachary C. Parker | |||
| Name: | Zachary C. Parker | |||
| Title: | President and Chief Executive Officer | |||
Date: February 11, 2011
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