-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Mz36mbUIi5NNKNR431JctsoWFJ5t947EqwXR9k5Dckjby679YwJJ5+emu1oKHAy8 cGE1LgVJHn7c1CKpztlKUQ== 0000898080-99-000091.txt : 19990223 0000898080-99-000091.hdr.sgml : 19990223 ACCESSION NUMBER: 0000898080-99-000091 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MODIS PROFESSIONAL SERVICES INC CENTRAL INDEX KEY: 0000924646 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 593116655 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-67271 FILM NUMBER: 99546784 BUSINESS ADDRESS: STREET 1: 1 INDEPENDENT DR CITY: JACKSONVILLE STATE: FL ZIP: 32202 BUSINESS PHONE: 9043602000 MAIL ADDRESS: STREET 1: 1 INDEPENDENT DR CITY: JACKSONVILLE STATE: FL ZIP: 32202 FORMER COMPANY: FORMER CONFORMED NAME: ACCUSTAFF INC DATE OF NAME CHANGE: 19940606 424B3 1 PROSPECTUS SUPPLEMENT ----------------------------------------- PROSPECTUS SUPPLEMENT (To Prospectus dated November 24, 1998) ----------------------------------------- 6,603,524 Shares MODIS PROFESSIONAL SERVICES, INC. Common Stock ----------------------------------------- The date of this Prospectus Supplement is February 22, 1999. ----------------------------------------- The following replaces in its entirety the "Selling Shareholders" section of Modis Professional Services, Inc.'s prospectus dated November 24, 1998. SELLING SHAREHOLDERS The following table sets forth (i) the name of each of the Selling Shareholders, (ii) the number of shares of Common Stock beneficially owned by each Selling Shareholder prior to the offering and being offered hereby, and (iii) the number of shares of Common Stock beneficially owned by each Selling Shareholder after completion of the offering.
Shares Beneficially Shares Beneficially Owned Prior to Shares Owned Selling Shareholder Offering (1)(2) Being Offered After Offering(2) ------------------- --------------- ------------- ------------------- Richard A. Koplow(3) ............................... 416,136 416,136 0 Florence Koplow(4) ................................. 337,484 337,484 0 Lawrence E. Derito(5) .............................. 151,561 151,561 0 Brent Road Limited Partnership(6) .................. 78,652 78,652 0 The Lexington Trust, dated December 24, 1985(7)..... 73,089 73,089 0 The Concord Trust, dated December 28, 1985(8) ...... 73,089 73,089 0 Charles A. Murray (9)............................... 2,690,248 2,690,248 0 John L. Connolly (10)............................... 1,475,570 1,475,570 0 Alan T. Schiffman, John Hopkins, and Kenneth 45,985 45,985 0 S. Foreman, Trustees U/A/D September 30, 1996 for the benefit of Kate L. Connolly (11)............ Alan T. Schiffman, John Hopkins, and Kenneth 45,985 45,985 0 S. Foreman, Trustees U/A/D September 30, 1996 for the benefit of Steven J. Connolly (12).......... Alan T. Schiffman, John Hopkins, and Kenneth 45,985 45,985 0 S. Foreman, Trustees U/A/D December 23, 1997 for the benefit of Kate L. Connolly (13)............ Alan T. Schiffman, John Hopkins, and Kenneth 45,985 45,985 0 S. Foreman, Trustees U/A/D December 23, 1997 for the benefit of Steven J. Connolly (14).......... Mark O'Connor, John Campbell, and John 45,985 45,985 0 Hopkins, Trustees U/A/D September 30, 1996 for the benefit of Molly Sara Murray (15).............. Mark O'Connor, John Campbell, and John 45,985 45,985 0 Hopkins, Trustees U/A/D September 30, 1996 for the benefit of Melissa Hannah Murray (16)........... Mark O'Connor, John Campbell, and John 45,985 45,985 0 Hopkins, Trustees U/A/D December 19, 1997 for the benefit of Melissa Hannah Murray (17)........... Mark O'Connor, John Campbell, and John 45,985 45,985 0 Hopkins, Trustees U/A/D December 19, 1997 for the benefit of Molly Sara Murray (18)............... Cathy F. Schermer (19).............................. 863,879 863,879 0 Consulting Partners, Inc. Employee Stock Ownership Plan and Trust (20)....... 10,936 10,936 0 Bear Stearns & Co., Inc. (21) ...................... 227,864 227,864 0 The Christine and John L. Connolly Foundation ...... 65,000 65,000 0 TOTAL .............................................. 6,603,524 6,603,524 0
(1) All share ownership information was provided to the Company by the Selling Shareholders. (2) Assumes that all of the shares held by the Selling Shareholders and being offered hereby are sold, and that the Selling Shareholders acquire no additional shares of Common Stock prior to completion of this offering. Other than Charles A. Murray and John L. Connolly, each Selling Shareholder beneficially owns less than 1% of the total number of shares of Common Stock outstanding. Mr. Murray owns approximately 2.8% of the total number of shares of Common Stock outstanding. Mr. Connolly owns approximately 1.6% of the total number of shares of Common Stock outstanding. (3) Mr. Koplow served as Chairman of the Board and Treasurer of Office Specialists, Inc. prior to its acquisition by the Company. Includes (i) 146,178 shares beneficially owned as co-trustee of two trusts for the benefit of Mr. Koplow's children and (ii) 78,652 shares beneficially owned as the general partner of a partnership, the limited partner of which is one of Mr. Koplow's minor children. Does not include 191,306 shares held by Mr. Koplow's wife, Florence Koplow. Mr. Koplow disclaims beneficial ownership of all such shares. (4) Mrs. Koplow served as Secretary and Director of Office Specialists, Inc. prior to its acquisition by the Company. Includes 146,178 shares beneficially owned as co-trustee of two trusts for the benefit of Mrs. Koplow's children. Does not include 191,306 shares held by Mrs. Koplow's husband, Richard A. Koplow. (5) Mr. Derito serves as President of Office Specialists, Inc. which has recently been sold by the Company to Ranstad U.S., LP. Mr. Derito previously served as Chief Executive Officer, President and Vice Chairman of the Board of Office Specialists, Inc. prior to its acquisition by the Company. (6) The Brent Road Limited Partnership is a limited partnership of which Richard A. Koplow is the general partner and one of Mr. Koplow's minor children is the limited partner. (7) The Lexington Trust is a trust for the benefit of Richard and Florence Koplow's children, of which Richard and Florence Koplow are the co-trustees. (8) The Concord Trust is a trust for the benefit of Richard and Florence Koplow's children, of which Richard and Florence Koplow are the co-trustees. (9) Mr. Murray served as Chief Executive Officer of Actium Technologies, Inc. and Actium Tools, Inc. (together, the "Actium Companies") until December 22, 1998 and previously served as Chief Executive Officer and a director of the Actium Companies prior to their acquisition by the Company. (10) Mr. Connolly served as Senior Vice President of Actium Technologies, Inc. and Chief Operating Officer of Actium Tools, Inc. until December 31, 1998 and previously served as Chief Operating Officer, Secretary and a director of Actium Technologies, Inc. and as Chief Operating Officer, President, Secretary and a director of Actium Tools, Inc. prior to their acquisition by the Company. (11) The shares are owned by a trust for the benefit of John L. Connolly's minor daughter. Mr. Connolly disclaims beneficial ownership of all shares held by the trust. (12) The shares are owned by a trust for the benefit of John L. Connolly's minor son. Mr. Connolly disclaims beneficial ownership of all shares held by the trust. (13) The shares are owned by a trust for the benefit of John L. Connolly's minor daughter. Mr. Connolly disclaims beneficial ownership of all shares held by the trust. (14) The shares are owned by a trust for the benefit of John L. Connolly's minor son. Mr. Connolly disclaims beneficial ownership of all shares held by the trust. (15) The shares are owned by a trust for the benefit of Charles A. Murray's minor daughter. Mr. Murray disclaims beneficial ownership of all shares held by the trust. (16) The shares are owned by a trust for the benefit of Charles A. Murray's minor daughter. Mr. Murray disclaims beneficial ownership of all shares held by the trust. (17) The shares are owned by a trust for the benefit of Charles A. Murray's minor daughter. Mr. Murray disclaims beneficial ownership of all shares held by the trust. (18) The shares are owned by a trust for the benefit of Charles A. Murray's minor daughter. Mr. Murray disclaims beneficial ownership of all shares held by the trust. (19) Cathy F. Schermer served as Chairperson of the Board, Vice-President, Secretary and Treasurer of Consulting Partners, Inc. prior to its acquisition by the Company. Includes 87,481 shares held in escrow by SunTrust Bank Atlanta pursuant to the Escrow Agreement dated August 31, 1998. (20) The Consulting Partners, Inc. Employee Stock Ownership Plan and Trust was established in 1990 for the purpose of providing retirement benefits for eligible employees of Consulting Partners, Inc. (21) The shares beneficially owned prior to offering and the shares being offered by "Bear Stearns & Co., Inc." are also beneficially owned, in the aggregate, by Lawrence E. Derito, Brent Road Limited Partnership, The Lexington Trust, and the Concord Trust and are included in the number of shares listed for such shareholders. -----END PRIVACY-ENHANCED MESSAGE-----