-----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, QVn4bfyCSAf3JsHnjgO4evXphQ2YoUdO1WRGei7UWAr+3RhlK3pByBgDFRZFTg4d WYBpZuV/XjcQllWGTcgGPg== 0000924646-04-000003.txt : 20040123 0000924646-04-000003.hdr.sgml : 20040123 20040123153432 ACCESSION NUMBER: 0000924646-04-000003 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20040123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MPS GROUP 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: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-24484 FILM NUMBER: 04540663 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: MODIS PROFESSIONAL SERVICES INC DATE OF NAME CHANGE: 19981001 FORMER COMPANY: FORMER CONFORMED NAME: ACCUSTAFF INC DATE OF NAME CHANGE: 19940606 10-K/A 1 amended10k.txt AMENDMENT NO. 1 TO MPS GROUP 2002 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2002 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file no. 000-24484 MPS GROUP, INC. (Exact name of registrant as specified in its charter) Florida 59-3116655 - -------------------------------------- ------------------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 1 Independent Drive, Jacksonville, FL 32202 - ---------------------------------------- -------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (904) 360-2000 Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange Title of Each Class on Which Registered Common Stock, Par Value $0.01 Per Share New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes X No --- --- The aggregate market value of the voting and non-voting common equity held by nonaffiliates based upon the closing sale price of the Common Stock, Par Value $0.01 Per Share, as reported by the New York Stock Exchange on June 28, 2002, the last business day of the Registrant's most recently completed second fiscal quarter, was approximately $861,464,571. As of March 12, 2003 the number of shares outstanding of the Registrant's the Common Stock, Par Value $0.01 Per Share was 102,541,491. EXPLANATORY NOTE This Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2002 of MPS Group, Inc. is filed in response to a comment from the staff of the Securities and Exchange Commission to correct a typographical error in Exhibit 23, 'Consent of Independent Certified Public Accountants' to the original filing of this Report, filed on March 31, 2003. The date of that Consent appeared as March 26, 2002, rather than March 26, 2003, which was the actual date of execution of the Consent. PART IV Item 15. Exhibits, Financial Statements Schedules and Reports on Form 8-K (a) Documents Filed as Part of the Report. 1. Financial Statements. The following consolidated financial statements of the Company and its subsidiaries are included in Item 8 of this report: *Report of Independent Certified Public Accountants *Consolidated Balance Sheets at December 31, 2002 and 2001 *Consolidated Statements of Operations for the years ended December 31, 2002, 2001, and 2000 *Consolidated Statements of Stockholders' Equity for the years ended December 31, 2002, 2001, and 2000 *Consolidated Statements of Cash Flows for the years ended December 31, 2002, 2001, and 2000 *Notes to Consolidated Financial Statements * - Filed with the original filing of this Report. 2. Financial Statement Schedules. Financial statement schedules required to be included in this report are either shown in the financial statements and notes thereto included in Item 8 of this report or have been omitted because they are not applicable. 3. Exhibits. See (c) below. (b) Reports on Form 8-K. A report on Form 8-K dated November 14, 2002 was furnished by the Company on November 2002. The report was furnished under Item 9, Regulation FD Disclosure. (c) Exhibits. 3.1 Amended and restated Articles of Incorporation. (10) 3.2 Bylaws of Modis Professional Services, Inc. (13) 10.1 Modis Professional Services, Inc. (now MPS Group, Inc.) 2001 Employee Stock Purchase Plan. (9) 10.2 AccuStaff Incorporated (now MPS Group, Inc.) amended and restated Non-Employee Director Stock Plan. (4) 10.3 Form of Non-Employee Director Stock Option Award Agreement, as amended. (6) 10.4 Profit Sharing Plan. (1) 10.5 Revolving Credit and Reimbursement Agreement by and between the Company and NationsBank National Association as Administration Agent and certain lenders named therein, dated October 30, 1998. (2) 10.5(a) Amendment agreement No. 1 to revolving credit and reimbursement agreement, dated October 27, 1999. (5) 10.5(b) Amendment agreement No. 3 to revolving credit and reimbursement agreement, dated October 25, 2000. (7) 10.6 Modis Professional Services, Inc. (now MPS Group, Inc.) Amended and Restated Stock Option Plan. (9) 10.7 Form of Stock Option Agreement under Modis Professional Services, Inc. (now MPS Group, Inc.) amended and restated 1995 Stock Option Plan. (9) 10.8 Chairman Employment Agreement with Derek E. Dewan. (8) 10.8(a) Restricted Stock Agreement with Derek E. Dewan. (8) 10.9 Amended and Restated Executive Employment Agreement with Timothy D. Payne. (8) 10.9(a) Restricted Stock Agreement with Timothy D. Payne. (12) 10.10 Amended and Restated Executive Employment Agreement with Robert P. Crouch. (8) 10.10(a)Restricted Stock Agreement with Robert P. Crouch. (12) 10.11 Modis Professional Services, Inc. (now MPS Group, Inc.) Executive Option Plan (3) 10.12 Senior Executive Annual Incentive Plan. (5) 10.13 Form of Director's Indemnification Agreement. (6) 10.14 Form of Officer's Indemnification Agreement. (6) 10.15 Form of Award Notification under the Modis Professional Services, Inc. (now MPS Group, Inc.) Senior Executive Annual Incentive Plan. (9) 10.16 Executive Deferred Compensation Plan. (11) 10.16(a)Amendment to Executive Deferred Compensation Plan. (13) 10.17 Form of Executive Employment Agreement. (13) 10.18 Form of Director's Indemnification Agreement. (13) 21* Subsidiaries of the Registrant. 23** Consent of PricewaterhouseCoopers LLP. 24* Form of Power of Attorney. 31.1** Certification of Timothy D. Payne pursuant to Rule 13a-14/15d-14. 31.2** Certification of Robert P. Crouch pursuant to Rule 13a-14/15d-14. 32.1** Certification of Timothy D. Payne pursuant to 18 U.S.C. Section 1350. 32.2** Certification of Robert P. Crouch pursuant to 18 U.S.C. Section 1350. 99.1* Report of the Audit Committee. * - Filed with the original filing of this Report. ** - Filed herewith. (1) Incorporated by reference to the Company's Registration on Form S-1 (No. 33-78906). (2) Incorporated by reference to the Company's Annual Report on Form 10-K filed March 31, 1999. (3) Incorporated by reference to the Company's Registration on Form S-8 (No. 33-88329). (4) Incorporated by reference to the Company's Quarterly Report on Form 10-Q filed August 16, 1999. (5) Incorporated by reference to the Company's Quarterly Report on Form 10-Q filed November 15, 1999. (6) Incorporated by reference to the Company's Annual Report on Form 10-K filed March 30, 2000. (7) Incorporated by reference to the Company's Annual Report on Form 10-K filed April 2, 2001. (8) Incorporated by reference to the Company's Quarterly Report on Form 10-Q filed May 16, 2001. (9) Incorporated by reference to the Company's Quarterly Report on Form 10-Q filed August 8, 2001. (10) Incorporated by reference to the Company's Quarterly Report on Form 10-Q filed May 14, 2002. (11) Incorporated by reference to the Company's Annual Report on Form 10-K filed March 26, 2002. (12) Incorporated by reference to the Company's Quarterly Report on Form 10-Q filed November 14, 2002. (13) Incorporated by references to the Company's Quarterly Report on Form 10-Q filed May 15, 2003. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. MPS GROUP, INC. By: /s/ Timothy D. Payne Timothy D. Payne President, Chief Executive Officer and Director Date: January 16, 2004 Pursuant to the requirements of Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signatures Title Date /s/ Timothy D. Payne President, Chief January 16, 2004 Timothy D. Payne Executive Officer and Director /s/ Robert P. Crouch Senior Vice President, Chief January 16, 2004 Robert P. Crouch Financial Officer, Treasurer, and Chief Accounting Officer /s/ Derek E. Dewan * Chairman of the Board January 16, 2004 Derek E. Dewan /s/ Michael D. Abney * Director January 16, 2004 Michael D. Abney /s/ T. Wayne Davis * Director January 16, 2004 T. Wayne Davis Director Richard J. Heckmann /s/ Michael L. Huyghue * Director January 16, 2004 Michael L. Huyghue Director William M. Isaac /s/ John R. Kennedy * Director January 16, 2004 John R. Kennedy /s/ Darla D. Moore * Director January 16, 2004 Darla D. Moore /s/ Peter J. Tanous * Director January 16, 2004 Peter J. Tanous Director Arthur B. Laffer *By:/s/Timothy D. Payne Timothy D. Payne, as Attorney-in-Fact EX-23 3 amendpwcconsent.txt EX. 23 CONSENT OF PRICEWATERHOUSECOOPERS LLC CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Reg. Nos. 333-17715, 333-18695, 333-49505, and 333-67271) and on Form S-8 (Reg. Nos. 333-99262, 333-06899,333-15701, 333-16043, 333-30445, 333-41305, 333-49495, 333-49493, 333-58261, 333-69915, 333-79001, 333-88329, and 333-64252) of MPS Group, Inc. (formerly, Modis Professional Services, Inc.) and its subsidiaries of our report dated March 26, 2003 relating to the consolidated financial statements, which appears in this Form 10-K. /s/PricewaterhouseCoopers LLP Jacksonville, Florida March 26, 2003 EX-31 4 payne13acert.txt EX. 31.1 PAYNE CERTIFICATION 13A/15D MPS GROUP, INC. AND SUBSIDIARIES CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) I, Timothy D. Payne, certify that: 1. I have reviewed this annual report on Form 10-K of MPS Group, Inc. as amended by this Form 10-K/A; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 4. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: January 16, 2004 /s/Timothy D. Payne Timothy D. Payne President and Chief Executive Officer EX-31 5 crouch13acert2.txt EX. 31.2 CROUCH CERTIFICATION 13A/15D MPS GROUP, INC. AND SUBSIDIARIES CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) I, Robert P. Crouch, certify that: 1. I have reviewed this annual report on Form 10-K of MPS Group, Inc. as amended by this Form 10-K/A; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 4. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: January 16, 2004 /s/Robert P. Crouch Robert P. Crouch Senior Vice President, Chief Financial Officer, Treasurer, and Chief Accounting Officer EX-32 6 payne906cert.txt EX. 32.1 PAYNE CERTIFICATION 906 MPS GROUP, INC. AND SUBSIDIARIES CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of MPS Group, Inc. (the 'Company') on Form 10-K for the period ending December 31, 2002 as amended by the Form 10-K/A filed with the Securities and Exchange Commission on the date hereof (the 'Report'), I, Timothy D. Payne, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section. 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Date: January 16, 2004 /s/Timothy D. Payne Timothy D. Payne President and Chief Executive Officer EX-32 7 crouch906cert.txt EX. 32.2 CROUCH CERTIFICATION 906 MPS GROUP, INC. AND SUBSIDIARIES CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of MPS Group, Inc. (the 'Company') on Form 10-K for the period ending December 31, 2002 as amended by the Form 10-K/A filed with the Securities and Exchange Commission on the date hereof (the 'Report'), I, Robert P. Crouch, Senior Vice President, Chief Financial Officer, Treasurer and Chief Accounting Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section. 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Date: January 16, 2004 /s/Robert P. Crouch Robert P. Crouch Senior Vice President, Chief Financial Officer, Treasurer and Chief Accounting Officer -----END PRIVACY-ENHANCED MESSAGE-----