UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
TeamStaff, Inc.
---------------
(Name of Issuer)
Common Stock, $.001 Par Value per share
---------------------------------------
(Title of Class of Securities)
87815U 20 4
-----------
(CUSIP Number of Class of Securities)
Wynnefield Partners Small Cap Value, L.P.
450 Seventh Avenue, Suite 509
New York, New York 10123
Attention: Mr. Nelson Obus
--------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Shahe Sinanian, Esq.
Greenberg Traurig, LLP
200 Park Avenue
New York, New York 10166
(212) 801-9200
April 1, 2005
-------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a Statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D and if filing this
Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
|X|
(continued on following pages)
(Page 1 of 12 Pages)
CUSIP No. 87815U 20 4 13D Page 2 of 12 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
Wynnefield Partners Small Cap Value, L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
13-3688497
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
WC (SEE ITEM 3)
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 758,600 shares (See Item 5)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
-0- (See Item 5)
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 758,600 shares (See Item 5)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
-0- (See Item 5)
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
758,600 shares (See Item 5)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9% (See Item 5)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(Page 2 of 12 Pages)
CUSIP No. 87815U 20 4 13D Page 3 of 12 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
Wynnefield Small Cap Value Offshore Fund, Ltd.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Not Applicable
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
WC (SEE ITEM 3)
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 544,000 shares (See Item 5)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
-0- (See Item 5)
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 544,000 shares (See Item 5)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
-0- (See Item 5)
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
544,000 shares (See Item 5)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8% (See Item 5)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(Page 3 of 12 Pages)
CUSIP No. 87815U 20 4 13D Page 4 of 12 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
Wynnefield Partners Small Cap Value, L.P. I
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
13-3953291
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
WC (SEE ITEM 3)
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 870,400 shares (See Item 5)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
-0- (See Item 5)
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 870,400 shares (See Item 5)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
-0- (See Item 5)
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
870,400 shares (See Item 5)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5% (See Item 5)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(Page 4 of 12 Pages)
CUSIP No. 87815U 20 4 13D Page 5 of 12 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
Wynnefield Capital Management, LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
13-4018186
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
AF (SEE ITEM 3)
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 1,629,000 shares (See Item 5) (1)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
-0- (See Item 5)
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,629,000 shares (See Item 5) (1)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
-0- (See Item 5)
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,629,000 shares (See Item 5) (1)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4% (See Item 5) (1)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
OO (Limited Liability Company)
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Wynnefield Capital Management, LLC holds an indirect beneficial interest in
these shares which are directly beneficially owned by Wynnefield Partners
Small Cap Value, L.P. and Wynnefield Partners Small Cap Value, L.P. I
(Page 5 of 12 Pages)
CUSIP No. 87815U 20 4 13D Page 6 of 12 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
Wynnefield Capital, Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
N/A
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
AF (SEE ITEM 3)
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 544,000 shares (See Item 5) (1)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
-0- (See Item 5)
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 544,000 shares (See Item 5) (1)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
-0- (See Item 5)
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
544,000 shares (See Item 5) (1)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8% (See Item 5) (1)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Wynnefield Capital, Inc. holds an indirect beneficial interest in these
shares which are directly beneficially owned by Wynnefield Small Cap Value
Offshore Fund, Ltd.
(Page 6 of 12 Pages)
This Statement of Beneficial Ownership on Schedule 13D (the "Schedule
13D") is being filed pursuant to Rule 13d-1(e)(1) of the Securities Exchange Act
of 1934, as amended, for the reasons described in Item 4 hereof. Wynnefield
Partners Small Cap Value, L.P. (the "Partnership"), Wynnefield Partners Small
Cap Value, L.P. I (the "Partnership-I"), Wynnefield Small Cap Value Offshore
Fund, Ltd. (the "Fund"), Wynnefield Capital Management, LLC ("WCM") and
Wynnefield Capital, Inc. ("WCI"), have previously filed a Statement of
Beneficial Ownership on Schedule 13G with the Securities and Exchange Commission
(the "Commission") on February 11, 2005 (the "Schedule 13G"), with respect to
shares of common stock, $.001 par value per share, of TeamStaff, Inc., a New
Jersey corporation with its principal executive offices located at 300 Atrium
Drive, South Plainfield, NJ 08873 (the "Issuer").
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to shares of the common stock, $.001 par
value per share (the "Common Stock"), of TeamStaff, Inc., a New Jersey
corporation with its principal executive offices located at 300 Atrium Drive,
South Plainfield, NJ 08873.
ITEM 2. IDENTITY AND BACKGROUND.
(a), (b), (c) and (f). This Schedule 13D is being filed by the
Partnership, Partnership-I, the Fund, WCM and WCI. Although the Partnership,
Partnership-I, the Fund, WCM and WCI are each separate and distinct entities
with different beneficial owners (whether designated as limited partners or
stockholders), for the convenience of reporting their holdings, in this Schedule
13D, they are sometimes referred to collectively as the "Wynnefield Group."
WCM, a New York limited liability company, is the general partner of
the Partnership and Partnership-I, private investment companies organized as
limited partnerships under the laws of the State of Delaware. Nelson Obus and
Joshua Landes are the managing members of WCM and the principal executive
officers of WCI, the investment manager of the Fund, a private investment
company organized under the laws of the Cayman Islands. Mr. Obus and Mr. Landes
are citizens of the United States of America.
The business address of Mr. Obus, Mr. Landes and each of the entities
in the Wynnefield Group is 450 Seventh Avenue, Suite 509, New York, New York
10123.
(d) and (e). During the last five years, neither Mr. Obus, Mr. Landes,
nor any of the entities comprising the Wynnefield Group has been (i) convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors),
or (ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Each of the Wynnefield Group entities which directly beneficially owns
Common Stock made their most recent purchases of shares of Common Stock,
separately from each other, for the consideration shown in the following table:
(Page 7 of 12 Pages)
NAME DATE OF PURCHASE NUMBER OF SHARES CONSIDERATION PAID
Partnership* August 23, 2004 4,000 $2.00
Partnership - I* August 18, 2004 3,200 $2.00
Fund** August 18, 2004 2,000 $2.00
* WCM has an indirect beneficial ownership interest in these shares of
Common Stock.
** WCI has an indirect beneficial ownership interest in these shares of
Common Stock.
No member of the Wynnefield Group has purchased any shares of Common Stock since
the most recent date in the table above.
Such shares of Common Stock were paid for from the working capital of
each entity in the Wynnefield Group who directly beneficially owns Common Stock.
Each entity in the Wynnefield Group maintains a separate investment fund,
consisting of capital contributions from their respective partners and investors
and capital appreciation derived therefrom for the principal purpose of buying
and selling securities (including financial and money market instruments) and
interests in domestic and foreign securities, including, without limitation,
convertible securities, stock index futures contracts, options, puts and calls
on stock and warrants.
ITEM 4. PURPOSES OF TRANSACTION.
Each member of the Wynnefield Group initially acquired its shares of
Common Stock for its own account, and for investment purposes, with no intention
of changing or influencing control of the Issuer or as a participant in any
transaction having that purpose or effect.
The Wynnefield Group is filing this Schedule 13D because on April 1,
2005, Peter Black, a Senior Analyst of the Partnership, joined the board of
directors of the Issuer. Because one of its employees is a member of the board
of directors of the Issuer, the Wynnefield Group may be deemed to hold its
shares of Common Stock with the purpose or effect of changing or influencing
control of the Issuer.
The Wynnefield Group reserves the right to change its plans and
intentions at any time as it deems appropriate. In particular, the Wynnefield
Group may purchase shares of Common Stock, or may sell or otherwise dispose of
all or a portion of the shares of Common Stock, in public and private
transactions and/or may enter into negotiated derivative transactions to hedge
the market risk of some or all positions in, or to obtain greater exposure to,
the shares of the Common Stock. Any such transactions may be effected at any
time or from time to time, subject to any applicable limitations imposed on the
sale of shares of the Common Stock by the Securities Act of 1933, as amended,
the Securities Exchange Act of 1934, as amended (the "Exchange Act") and
applicable state securities or "blue sky" laws.
Depending on factors deemed relevant to the Wynnefield Group, including
but not limited to changes in the Issuer's business, governance or financial
situation, the Wynnefield
(Page 8 of 12 Pages)
Group reserves the right to formulate other plans and/or make proposals, and
take such actions with respect to its investment in the Issuer, including any or
all of the actions set forth in this response to Item 4 and any other actions as
the Wynnefield Group, or any of them, may determine.
Except as set forth above, no member of the Wynnefield Group has any
present plans or intentions that would result in or relate to any of the
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
(a) - (c) As of November 23, 2005, the Wynnefield Group beneficially owned in
the aggregate 2,173,000 shares of Common Stock, constituting approximately 11.3%
of the outstanding shares of Common Stock (the percentage of shares owned being
based upon 19,278,270 shares outstanding on August 12, 2005, as set forth in the
Issuer's most recent report on form 10-Q for the period ended June 30, 2005
filed with the Securities and Exchange Commission on August 12, 2005). The
following table sets forth certain information with respect to shares of Common
Stock beneficially owned directly by the Wynnefield Group members listed:
NAME NUMBER OF APPROXIMATE
SHARES PERCENTAGE OF
OUTSTANDING SHARES
Partnership * 758,600 3.9%
Partnership-I * 870,400 4.5%
Fund ** 544,000 2.8%
* WCM has an indirect beneficial ownership interest in these shares of
Common Stock.
** WCI has an indirect beneficial ownership interest in these shares of
Common Stock.
WCM is the sole general partner of the Partnership and Partnership-I
and, accordingly, may be deemed to be the indirect beneficial owner (as that
term is defined under Rule 13d-3 under the Exchange Act) of the shares of Common
Stock that the Partnership and Partnership-I beneficially own. WCM, as the sole
general partner of the Partnership and Partnership-I, has the sole power to
direct the voting and disposition of the shares of Common Stock that the
Partnership and Partnership-I beneficially own.
Messrs. Obus and Landes are the co-managing members of WCM and,
accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect
beneficial owner (as that term is defined under Rule 13d-3 under the Exchange
Act) of the shares of Common Stock that WCM may be deemed to beneficially own.
Each of Messrs. Obus and Landes, as a co-managing member of WCM, shares with the
other the power to direct the voting and disposition of the shares of Common
Stock that WCM may be deemed to beneficially own.
WCI is the sole investment manager of the Fund and, accordingly, may be
deemed to be the indirect beneficial owner (as that term is defined under Rule
13d-3 under the Exchange Act) of the shares of Common Stock that the Fund
beneficially owns. WCI , as the sole investment
(Page 9 of 12 Pages)
manager of the Fund, has the sole power to direct the voting and disposition of
the shares of Common Stock that the Fund beneficially owns.
Messrs. Obus and Landes are the principal executive officers of WCI
and, accordingly, each of Messrs. Obus and Landes may be deemed to be the
indirect beneficial owner (as that term is defined under Rule 13d-3 under the
Exchange Act) of the shares of Common Stock that WCI may be deemed to
beneficially own. Each of Messrs. Obus and Landes, as a principal executive
officer of WCI, shares with the other the power to direct the voting and
disposition of the shares of Common Stock that WCI may be deemed to beneficially
own.
Beneficial ownership of shares of Common Stock shown on the cover pages
of and set forth elsewhere in this Schedule 13D for each of the members of the
Wynnefield Group assumes that they have not formed a group for purposes of
Section 13(d)(3) under the Securities Exchange Act of 1934, and Rule 13d-5(b)(1)
promulgated thereunder. If the members of the Wynnefield Group were deemed to
have formed a group for purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the
group would be deemed to own beneficially (and may be deemed to have shared
voting and dispositive power over) 2,173,000 shares of Common Stock,
constituting approximately 11.3% of the outstanding shares of Common Stock (the
percentage of shares owned being based upon 19,278,270 shares outstanding on
August 12, 2005, as set forth in the Issuer's most recent report on form 10-Q
for the period ended June 30, 2005 filed with the Securities and Exchange
Commission on August 12, 2005).
The filing of this Schedule 13D and any future amendment by the
Wynnefield Group, and the inclusion of information herein and therein with
respect to Messrs. Obus and Landes, shall not be considered an admission that
any of such persons, for the purpose of Section 13(d) of the Exchange Act, are
the beneficial owners of any shares in which such persons do not have a
pecuniary interest.
To the best knowledge of the Wynnefield Group, except as described in
this Schedule 13D, none of the Wynnefield Group, any person in control
(ultimately or otherwise) of the Wynnefield Group, any general partner,
executive officer or director thereof, as applicable, beneficially owns any
shares of Common Stock, and there have been no transactions in shares of Common
Stock effected during the past 60 days by the Wynnefield Group, any person in
control of the Wynnefield Group (ultimately or otherwise), or any general
partner, executive officer or director thereof, as applicable; provided,
however, certain investment banking affiliates of the Wynnefield Group may
beneficially own shares of Common Stock, including shares that may be held in
discretionary or advisory accounts with the Wynnefield Group; and the Wynnefield
Group, directly or in connection with such discretionary or advisory accounts,
may acquire, hold, vote or dispose of Common Stock, including transactions that
may have occurred in the past 60 days.
The Wynnefield Group has made no purchases of shares of Common Stock
during the last 60 days.
(d) No person, other than each of the members of the Wynnefield Group
referred to as the direct beneficial owner of the shares of Common Stock set
forth in this response to Item 5, has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
shares of Common Stock.
(Page 10 of 12 Pages)
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Each of the members of the Wynnefield Group is a party to a Joint
Filing Agreement, dated as of November 23, 2005 (the "13D Joint Filing
Agreement"), pursuant to which the parties agreed to jointly file this Schedule
13D and any and all amendments and supplements thereto with the Securities and
Exchange Commission. The 13D Joint Filing Agreement is filed herewith as Exhibit
1 and is incorporated in this response to Item 6 in its entirety.
Except for the agreement described above, to the best knowledge of the
Wynnefield Group, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the Wynnefield Group, and any other
person, with respect to any securities of the Issuer, including, but not limited
to, transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option agreements, puts or calls, guarantees of profits, divisions of
profits or loss, or the giving or withholding or proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Joint Filing Agreement, dated as of November 23, 2005, among the
Partnership, Partnership-I, Fund, WCM and WCI.
(Page 11 of 12 Pages)
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this Schedule 13D is
true, complete and correct.
Dated: November 23, 2005
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
By: Wynnefield Capital Management, LLC,
General Partner
By: /s/ Nelson Obus
------------------------------------------
Nelson Obus, Co-Managing Member
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
By: Wynnefield Capital Management, LLC,
General Partner
By: /s/ Nelson Obus
------------------------------------------
Nelson Obus, Co-Managing Member
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
By: Wynnefield Capital, Inc.
By: /s/ Nelson Obus
------------------------------------------
Nelson Obus, President
WYNNEFIELD CAPITAL MANAGEMENT, LLC
By: /s/ Nelson Obus
------------------------------------------
Nelson Obus, Co-Managing Member
WYNNEFIELD CAPITAL, INC.
By: /s/ Nelson Obus
------------------------------------------
Nelson Obus, President
(Page 12 of 12 Pages)
Exhibit 1
AGREEMENT OF JOINT FILING
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby consent to the joint filing on their behalf
of a single Schedule 13D and any amendments thereto, with respect to the
beneficial ownership by each of the undersigned of shares of common stock, no
par value, of TeamStaff, Inc., a New Jersey corporation.
Dated: November 23, 2005
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
By: Wynnefield Capital Management, LLC,
General Partner
By: /s/ Nelson Obus
------------------------------------------
Nelson Obus, Co-Managing Member
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
By: Wynnefield Capital Management, LLC,
General Partner
By: /s/ Nelson Obus
------------------------------------------
Nelson Obus, Co-Managing Member
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
By: Wynnefield Capital, Inc.
By: /s/ Nelson Obus
------------------------------------------
Nelson Obus, President
WYNNEFIELD CAPITAL MANAGEMENT, LLC
By: /s/ Nelson Obus
------------------------------------------
Nelson Obus, Co-Managing Member
WYNNEFIELD CAPITAL, INC.
By: /s/ Nelson Obus
------------------------------------------
Nelson Obus, President