<PAGE>   1

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                -----------------
                                    FORM 10-K
                                -----------------
(Mark One)

[X]           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                    For the fiscal year ended January 2, 2000

                                       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 number 001-13956

                        PERSONNEL GROUP OF AMERICA, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                 56-1930691
  -------------------------------         ------------------------------
 (State or other jurisdiction of        (I.R.S. Employer Identification No.)
  incorporation or organization)

       5605 Carnegie Blvd., Suite 500
          Charlotte, North Carolina                      28209
  ----------------------------------------            ----------
  (Address of principal executive offices)            (Zip Code)

                                 (704) 442-5100
               --------------------------------------------------
              (Registrant's telephone number, including area code)

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                          Common Stock, $.01 par value
                          ----------------------------
                                (Title of Class)

                               -----------------
           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 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. [X]

           The aggregate market value of voting stock held by non-affiliates of
the registrant as of March 24, 2000, computed by reference to the closing sale
price on such date, was $154,913,750. (For purposes of calculating this amount
only, all directors and executive officers are treated as affiliates. This
determination of affiliate status is not necessarily a conclusive determination
for other purposes.) As of the same date, 24,675,752 shares of Common Stock,
$.01 par value, were outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

           Certain portions of the Registrant's Annual Report to Stockholders
for the fiscal year ended January 2, 2000 (the "Annual Report") furnished to the
Commission pursuant to Rule 14a-3(b) and definitive Proxy Statement pertaining
to the 2000 Annual Meeting of Shareholders ("the Proxy Statement") filed with
the Commission pursuant to Regulation 14A are incorporated herein by reference
into Parts II and IV, and Part III, respectively.

================================================================================

<PAGE>   2

                                     PART I.

ITEM 1. BUSINESS

           Personnel Group of America, Inc. (the "Company"), is a leading
provider of information technology and commercial staffing services to
businesses, professional and governmental organizations. The Company is
organized into two Divisions, the Information Technology Services Division ("IT
Services") and the Commercial Staffing Services Division ("Commercial
Staffing"), and operates in strategic markets throughout the United States. The
Company's services include information technology consulting, temporary
staffing, placement of full time employees, on-site management of temporary
employees and training and testing of temporary and permanent workers. At
February 29, 2000, the Company operated through a network of 144
Company-operated offices located in major metropolitan areas throughout the
United States.

           IT Services offers information technology professionals on a
temporary basis and consulting services in a range of computer-related
disciplines. Commercial Staffing offers a wide variety of temporary office and
clerical, and finance and accounting services, to more than 10,000 organizations
nationwide. This division also provides light technical and light industrial
services to its customers, but these services typically account for less than
20% of the division's total revenues. Each division also offers permanent
placement services in a range of specialties. For the year ended January 2,
2000, IT Services and Commercial Staffing represented approximately 64% and 36%,
respectively, of the Company's total revenues.

           The Company endeavors to protect its intellectual property rights and
has obtained registrations in the United States of certain of the trademarks,
trade names and service marks that appear in this report.

INFORMATION TECHNOLOGY SERVICES DIVISION

           IT Services provides information technology professionals on a
temporary basis and consulting services through 43 offices in 21 states and the
District of Columbia at February 29, 2000. IT Services had approximately 3,800
consultants on assignment at February 29, 2000, of which approximately 1,500 (or
40%) were salaried employees. Of the balance (60% of the total), approximately
1,500 consultants were hourly employees and 800 were independent contractors.

           IT Services was created in 1996 following the acquisition by the
Company of five companies in the information technology services business. IT
Services provides skilled personnel, such as web developers and consultants,
programmers, systems designers, software engineers, LAN administrators, systems
integrators, helpdesk staff and other technology specialists, to a wide variety
of clients, typically on an as needed time and materials basis. A number of IT
Services' offices have developed technological specialties, and have entered
into alliances with packaged software and systems vendors and other technology
partners to provide services necessary to install and maintain their partners'
technologies. Many of the division's offices also have rapidly expanding
ecommerce practices, and are providing software engineering, web design,
applications development and strategic internet consulting services both to
clients who are themselves seeking to web enable their enterprises and to a
growing number of internet infrastructure companies.

           IT Services' staffing services include providing individuals or teams
of computer professionals to corporations and other organizations that need
assistance with project management, analysis, systems design, programming,
maintenance, testing and special technologies for short-term and long-term
information technology projects. The division's service offerings encompass a
wide variety of tasks, ranging from management of all aspects of a project or
the implementation of turnkey systems to the fulfillment of temporary staffing
needs for technology projects.


                                       2
<PAGE>   3

           Selected offices in IT Services also provide complementary or
stand-alone consulting services in the information technology area, typically on
a time and materials basis. For example, certain offices work with clients,
chief executive officers and other executives interested in alternatives to
outsourcing their internal information technology organization, as well as
implementing complex systems integration solutions, and offer a range of
consulting services, including systems development projects and client/server
networks that span mainframe, mid-range and desktop systems. These services are
provided at the client's site or at off-site development centers. The Company
intends to continue expanding the consulting services component of the IT
Services service offerings as part of its strategy to offer a full range of IT
services to its clients.


                                       3
<PAGE>   4

           Operations

           IT Services markets its services to regional and local accounts on a
decentralized basis. The following table sets forth information at February 29,
2000 on the brand names, markets, numbers of offices and dates founded of the IT
Services companies:

<TABLE>
<CAPTION>
                                                                       NUMBER OF        DATE
               NAME                 MARKETS                             OFFICES        FOUNDED
               ----                 -------                            ---------       -------
<S>                                 <C>                                    <C>          <C>
Advanced Business Consultants       Kansas City, KS                        1            1986

BAL Associates                      Silicon Valley, CA                     2            1989
                                    Orlando, FL

BEST Consulting                     Seattle,  WA                           11           1990
                                    Portland and Salem, OR
                                    Salt Lake City, UT
                                    Boise, ID
                                    Palm Springs and Sacramento, CA
                                    Phoenix, AZ
                                    Minneapolis, MN
                                    Las Vegas and Reno, NV
                                    Denver, CO
                                    Chicago, IL

Broughton Systems                   Richmond, VA                           3            1980

Careers                             Denver, CO                             1            1969

Command Technologies                Denver, CO                             1            1978

Computer Resources Group            San Francisco,                         4            1972
                                    Sacramento and Walnut Creek, CA
                                    Salt Lake City, UT

DRACS/SSC                           Atlanta, GA                            2            1989
                                    Birmingham, AL

Gentry                              Oakland, CA                            1            1974

IMA Plus                            Jacksonville, FL                       1            1987

IMS Consulting                      Irvine, CA                             1            1980

InfoTech Contract Services          Waltham, MA                            2            1993
                                    Atlanta, GA

Keiter Stephens Computer
   Services                         Richmond, VA                           1            1994

Lloyd-Ritter Consulting             Silicon Valley, CA                     1            1980

Paladin Consulting                  Dallas, TX                             1            1984

RealTime Consulting                 Dallas,  TX                            2            1991
                                    Kansas City, KS

Trilogy Consulting                  Chicago, IL                            4            1982
                                    Kalamazoo, MI
                                    Princeton, NJ
                                    Silicon Valley, CA

Vital Computer Services             New York, NY                           4            1970
                                    Livingston, NJ
                                    Washington, DC
                                    Miami, FL
</TABLE>


                                       4
<PAGE>   5

           Sales and Marketing

           IT Services has developed a sales and marketing strategy that focuses
on both regional and local accounts, and is implemented in a decentralized
manner through its various branch locations. At the regional level, IT Services
has attained preferred vendor status under multiple local brand names at a
number of large clients. These accounts are typically targeted by a local IT
Services company with a presence in a specific market, and then are sold on the
basis of the strength of the IT Services' geographic presence in multiple
markets.

           Local accounts are targeted and sold by account managers at the
branch offices, permitting IT Services to capitalize on the brand names of the
companies in IT Services and the local expertise and established relationships
of its branch office employees. Such accounts are solicited through personal
sales presentations, telephone marketing, direct mail solicitation, referrals
from clients and other companies in IT Services and Commercial Staffing and
advertising in a variety of local and national media. These advertisements
appear in the Yellow Pages, newspapers and trade publications. Local employees
are also encouraged to be active in civic organizations and industry trade
groups to facilitate the development of new customer relationships.

           The information technology services business is affected by the
timing of holidays and seasonal vacation patterns, generally resulting in lower
IT revenues and lower operating margins in the fourth quarter of each year.

COMMERCIAL STAFFING DIVISION

           At February 29, 2000, Commercial Staffing operated through 101
offices in 14 states and the District of Columbia. Commercial Staffing provides
temporary personnel who perform general office and administrative services, word
processing and desktop publishing, office automation, records management,
production/assembly/distribution, telemarketing, finance, accounting and other
staffing services. Certain of Commercial Staffing's offices also provide
full-time placement and payrolling services. Payrolling services entail
employment by Commercial Staffing of individuals recruited by a customer on a
fee basis.


                                       5
<PAGE>   6

           Operations

           Commercial Staffing markets its staffing services to local and
regional clients through its network of offices across the United States. The
following table sets forth information at February 29, 2000, on the brand names,
markets, numbers of offices and dates founded of the Commercial Staffing
companies:

<TABLE>
<CAPTION>
                                                                           NUMBER OF          DATE
                NAME                MARKETS                                OFFICES(1)       FOUNDED
                ----                -------                                ----------       -------
<S>                                <C>                                         <C>            <C>
Abar Staffing                       San Francisco Bay Area, CA                  3             1954

Allegheny Personnel                 Pittsburgh, PA                              5             1972

Ann Wells Personnel                 Silicon Valley, CA                          1             1980

Creative Staffing                   Charlotte, NC                              10             1972

Denver Staffing                     Denver, CO                                  3             1978

FirstWord Staffing Services         Dallas, TX                                  8             1978

Fox Staffing Resources              Richmond and Charlottesville, VA            5             1978
                                    Washington, DC

Jeffrey Staffing Group              Boston, MA                                 11             1971
                                    Warwick, RI

Profile Temporaries                 Loop Area of Chicago, IL                    1             1979

Sloan Staffing Services             New York, NY                                1             1962

Temp Connection                     Long Island, NY                             2             1982
                                    Secaucus, New Jersey

The Temporary Connection            Houston, Dallas, Austin, TX                 7             1983

TempWorld                           Atlanta, GA                                11             1980
                                    Birmingham, AL

Thomas Staffing                     Los Angeles/Orange County, CA              21             1969
                                    Riverside/San Bernardino, CA
                                    San Diego, CA

West Personnel Service              North and West Suburban Chicago, IL         8             1954

Word Processing Professionals       New York, NY                                2             1982

Word Processors Personnel Services  Atlanta, GA                                 2             1978
</TABLE>

---------------

(1) Does not include vendor-on-premises locations at customer sites.

           Commercial Staffing strives to satisfy the needs of its customers by
providing customized services, such as on-site workforce management and
full-time placement services. The flexibility of Commercial Staffing's
decentralized organization allows it to tailor its operations to meet local
client requirements. For example, certain clients are provided with customized
billings, utilization reports and safety awareness and training programs.


                                       6
<PAGE>   7

           To meet the growing demand in the staffing services business for
on-site management capability, Commercial Staffing offers SourcePLUS, its
customized on-site temporary personnel management system. SourcePLUS places an
experienced staffing service manager at the client facility to provide complete
staffing support, customized to meet client-specific needs. This program
facilitates client use of temporary personnel and allows the client to outsource
a portion of its personnel responsibility to Commercial Staffing's on-site
representative, who gathers and records requests for temporary jobs from client
department heads and then fulfills client requirements. These Commercial
Staffing representatives can also access Commercial Staffing's systems through
on-site personal computers.

           Commercial Staffing's full-time placement services provide
traditional staff selection and recruiting services to its clients. In addition
to recruiting employees through referrals, Commercial Staffing places
advertisements in local newspapers to recruit employees for specific positions
at client companies. Commercial Staffing utilizes its expertise and selection
methods to evaluate the applicant's credentials. If the applicant receives and
accepts a full-time position at the client, Commercial Staffing charges the
employer a one-time fee, generally based on the annual salary of the employee.

           To maintain a consistent quality standard for all its temporary
employees, Commercial Staffing uses a comprehensive automated system to screen
and evaluate potential temporary personnel, make proper assignments and review a
temporary employee's performance. Commercial Staffing uses the QuestPLUS System
to integrate the results of their skills testing with personal attributes and
work history and automatically matches available candidates with customer
requirements. Commercial Staffing also provides uniform training to all of its
employees in sales, customer service and leadership skills.

           Sales and Marketing

           Commercial Staffing has implemented a business development program to
target potential customers with temporary staffing needs and to maintain and
expand existing customer relationships. The marketing efforts of Commercial
Staffing are decentralized and capitalize on long-standing business
relationships with the clients of Commercial Staffing's companies and their
established brand names, which have been in use for 20 years on average.
Commercial Staffing obtains new clients primarily through personal sales
presentations and referrals from other clients of Commercial Staffing and IT
Services and supports its sales efforts with telemarketing, direct mail
solicitation and advertising in a variety of local and national media, including
the Yellow Pages, newspapers, magazines and trade publications.

           Commercial Staffing devotes the majority of its selling efforts to
the local and regional operations of a wide variety of businesses (including a
number of Fortune 500 companies) and to other potential customers that it has
identified as consistent users of temporary staffing services. Local and
regional accounts are characterized by shorter sales cycles and higher gross
margins. Commercial Staffing generally does not seek lower margin national
account agreements, but does provide services to a wide variety of customers
with national and international businesses. Bids for large user accounts and the
provision of services to clients with multiple location requirements are
coordinated at the Company's headquarters.

           The commercial staffing business is subject to the seasonal impact of
summer and holiday employment trends. Typically, the second half of each
calendar year is more heavily affected, as companies tend to increase their use
of temporary personnel during this period. While the commercial staffing
industry is cyclical, the Company believes that the broad geographic coverage of
its operations and the diversity of the services it provides (including its
emphasis on high-end white collar clerical workers) may partially mitigate the
adverse effects of economic cycles in a single industry or geographic region.


                                       7
<PAGE>   8

RECRUITING AND RETENTION OF CONSULTANTS AND TEMPORARY EMPLOYEES

           The Company recruits its Commercial Staffing temporary associates and
IT Services consultants through a decentralized recruiting program that
primarily utilizes local and national advertisements and the Internet. In
addition, the Company has succeeded in recruiting qualified employees through
referrals from its existing labor force. To encourage further referrals, most of
the companies in IT Services and Commercial Staffing pay referral fees to
employees responsible for attracting new recruits. The Company interviews,
tests, checks references and evaluates the skills of applicants for temporary
employment, utilizing systems and procedures developed and enhanced over the
years. Commercial Staffing employs temporary associates on an as needed basis
dependent upon client demand. These temporary associates are paid only for time
they actually work.

           In an effort to attract a broad spectrum of qualified employees, the
Company offers a wide variety of employment options and training programs. The
Company emphasizes the utilization of salaried full-time status for its
consultants with the payment of annual salaries irrespective of assignment. In
addition, IT Services operates a number of formal and informal training programs
to provide its consultants with access to and training in new software
applications and a diverse mix of mainframe, client/server and other computer
technologies. The Company believes that these training initiatives have improved
consultant recruitment and retention, increased the technical skills of IT
Services' personnel and resulted in better service for IT Services' clients.

           The Company provides competitive compensation packages and
comprehensive benefits for all of its temporary associates and IT Services
consultants. Most of the temporary associates and IT Services consultants are
eligible for the Company's 401(k) matching plans and employee stock purchase
plan.

ORGANIZATIONAL STRUCTURE

           The Company operates through a network of decentralized
Company-operated offices. Each Company-operated office reports to a manager who
is responsible for day-to-day operations and the profitability of the office.
Depending on, among other things, the number of Company-operated offices in a
region, branch managers may report to operating company presidents, regional
managers, division vice presidents or division presidents. Branch and regional
managers are given a high level of autonomy in making decisions about the
operation of their principal region. The compensation of branch and regional
managers includes bonuses primarily based on the incremental year-to-year
increase in the profitability of their operations and is designed to motivate
them to maximize the growth and profitability of their offices.

AUTOMATED OPERATING SYSTEMS

           Commercial Staffing uses a number of automated systems to allow it to
quickly and effectively measure the skills of the temporary employee candidates
that make themselves available and to match skills with client requests. The
ProficiencyPLUS program is designed to test specific computer-related skills by
allowing the candidate to operate in the actual software program environment.
The QuestPLUS system integrates the results of the Company's skills testing with
personal attributes and work history and automatically matches available
candidates with customer requirements. This system also allows the Company to
track the performance of its temporary employees and provide quality reports to
customers that document the level of the Company's performance.

           The Company utilizes branch paybill systems for Commercial Staffing.
The paybill processing system provides payroll processing and customer
invoicing. Installation of this system began in the second quarter of 1996 and
has been completed in all of the Division companies.


                                       8
<PAGE>   9

           The Company has also installed common financial and human resources
systems in over 45% of its IT Services offices. Installation of these systems in
the existing companies began in the second quarter of 1998 and is expected to
continue through the year 2000.

COMPETITION

           The United States staffing services market is highly competitive and
highly fragmented, with more than 15,000 offices competing in the industry, and
has limited barriers to entry. However, the commercial staffing and information
technology services industries have undergone significant consolidation. A
number of publicly owned companies specializing in professional staffing
services in the United States have greater marketing, financial and other
resources than the Company.

           In the temporary staffing industry, competition generally is limited
to firms with offices located within a customer's particular local market. In
most major markets, commercial staffing competitors generally include many of
the publicly traded companies and, in addition, numerous regional and local
full-service and specialized temporary service agencies, some of which may
operate only in a single market. Competitors for information technology services
include local IT staffing and consulting firms, large, multi-service staffing
and consulting firms and the consulting affiliates of large accounting firms.

           Since many clients contract for their staffing services locally,
competition varies from market to market. In most areas, no single company has a
dominant share of the market. Many client companies use more than one staffing
services company, and it is common for large clients to use several staffing
services companies at the same time. However, in recent years there has been a
significant increase in the number of large customers consolidating their
temporary staffing purchases with a single supplier or with a smaller number of
preferred vendors. The trend to consolidate temporary staffing purchases has in
some cases made it more difficult for the Company to gain business from
potential customers who have already contracted to fill their staffing needs
with competitors of the Company. In other cases, the Company has been able to
increase the volume of business with certain customers who choose to purchase
staffing services primarily from the Company.

           The competitive factors in obtaining and retaining clients include an
understanding of clients' specific job requirements, the ability to provide
appropriately skilled temporary personnel at the local level in a timely manner,
the monitoring of quality of job performance and the price of services. The
primary competitive factors in obtaining qualified candidates for temporary
employment assignments are wages and responsiveness to work schedules and the
number of hours of work available. Management believes that it is highly
competitive in these areas due to its focus on local markets and the autonomy
given to its local management.

REGULATION

           Temporary employment service firms are generally subject to one or
more of the following types of government regulation: (i) regulation of the
employer/employee relationship between a firm and its temporary employees; (ii)
registration, licensing, record keeping and reporting requirements; and (iii)
substantive limitations on its operations. Staffing services firms are the legal
employers of their temporary workers (other than independent contractors).
Therefore, such firms are governed by laws regulating the employer/employee
relationship, such as tax withholding or reporting, social security or
retirement, anti-discrimination and workers' compensation.


                                       9
<PAGE>   10

TRADEMARKS

           The Company maintains a number of trademarks, tradenames, service
marks and other intellectual property rights, and licenses certain other
proprietary rights in connection with its businesses. The Company is not
currently aware of any infringing uses or other conditions that would materially
and adversely affect its use of its proprietary rights.

EMPLOYEES

           At February 29, 2000, the Company had approximately 1,350 permanent
administrative employees. Additionally, approximately 3,000 of the information
technology consultants in IT Services were full-time salaried or hourly
employees. None of the Company's employees are covered by collective bargaining
agreements. The Company believes that its relationships with its employees are
good.

ITEM 2.    PROPERTIES

           Generally, the Company's offices are leased under leases of
relatively moderate duration (typically three to five years, with options to
extend) containing customary terms and conditions. IT Services and Commercial
Staffing offices are typically in high quality office or industrial buildings,
and occasionally in retail buildings, and the Company's headquarters facilities
and regional offices are in similar facilities.

ITEM 3.    LEGAL PROCEEDINGS

           From time to time the Company is involved in certain disputes and
litigation relating to claims arising out of its operations in the ordinary
course of business. Further, the Company periodically is subject to government
audits and inspections. In the opinion of the Company's management, matters
presently pending will not, individually or in the aggregate, have a material
adverse effect on the Company's results of operations or financial condition.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

           No matter was submitted to a vote of security holders during the
fourth quarter of the fiscal year covered by this report.


                                       10
<PAGE>   11

                                    PART II.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS.

           The information required by this Item is included in the Company's
Annual Report under the caption "Market for Registrant's Common Equity and
Related Shareholder Matters," which information is set forth in Exhibit 13.1 to
this Form 10-K and is hereby incorporated herein by reference.

ITEM 6. SELECTED FINANCIAL DATA.

           The information required by this Item is included in the Company's
Annual Report under the caption "Selected Financial Data," which information is
set forth in Exhibit 13.1 to this Form 10-K and is hereby incorporated herein by
reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

           The information required by this Item is included in the Company's
Annual Report under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations," which information is set forth
in Exhibit 13.1 to this Form 10-K and is hereby incorporated herein by
reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

           The information required by this Item is included in the Company's
Annual Report under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Market Risk Disclosures," which
information is set forth in Exhibit 13.1 to this Form 10-K and is hereby
incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

           The information required by this Item is included in the Company's
Annual Report under the captions "Report of Independent Accountants",
"Consolidated Balance Sheets", "Consolidated Statements of Income",
"Consolidated Statements of Shareholders' Equity", "Consolidated Statements of
Cash Flows" and "Notes to Consolidated Financial Statements" which information
is set forth in Exhibit 13.1 to this Form 10-K and is hereby incorporated herein
by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

           The Company has no disagreements on accounting or financial
disclosure matters with its independent public accountants to report under this
Item 9.


                                    PART III.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

           Information contained in the Proxy Statement in the first paragraph
under the caption "Election of Directors--Nominees," and under the caption
"Election of Directors--Officers and Directors," is incorporated herein by
reference in response to this Item 10.


                                       11
<PAGE>   12

ITEM 11. EXECUTIVE COMPENSATION.

           Information contained in the Proxy Statement under the captions
"Election of Directors--Director Compensation" and "Executive Compensation" is
incorporated herein by reference in response to this Item 11.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

           Information contained in the Proxy Statement under the caption
"Securities Ownership of Certain Beneficial Owners and Management" is
incorporated by reference herein in response to this Item 12.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

           The Company has no relationships or transactions to report under this
Item 13.

                                    PART IV.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

       a.    Documents filed as part of this Report

             (1) The following Report of Independent Public Accountants and
                 financial statements of the Company are contained in Item 8
                 above:

                 CONSOLIDATED FINANCIAL STATEMENTS:

                      Report of Independent Public Accountants

                      Consolidated Balance Sheets as of January 2, 2000 and
                      January 3, 1999

                      Consolidated Statements of Income for the years ended
                      January 2, 2000, January 3, 1999 and December 28, 1997

                      Consolidated Statements of Shareholders' Equity for the
                      years ended January 2, 2000, January 3, 1999 and December
                      28, 1997

                      Consolidated Statements of Cash Flows for the years ended
                      January 2, 2000, January 3, 1999 and December 28, 1997

                      Notes to Consolidated Financial Statements

             (2) No financial statement schedules are filed as part of this
                 Report. All financial statement schedules for which provision
                 is made in the applicable accounting regulations of the
                 Securities and Exchange Commission are not required under the
                 related instructions, are inapplicable, or the required
                 information is included elsewhere in the notes to the financial
                 statements referred to above.

             (3) Exhibits:

                 The Exhibits to this Report on Form 10-K are listed in the
                 accompanying Exhibit Index.

       b.    Reports on Form 8-K

           The Company filed no Current Reports on Form 8-K during the fourth
quarter of 1999.


                                       12
<PAGE>   13

                                   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 on March 28, 2000.

                                             PERSONNEL GROUP of AMERICA, INC.

                                             By: /s/ James C. Hunt
                                                ------------------------------
                                                 James C. Hunt
                                                 President and Chief Operating
                                                 Officer


    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons in the capacities indicated on
March 28, 2000.

                         Signature

/s/ Kevin P. Egan                      Chairman of the Board
---------------------------
Kevin P. Egan

/s/ James C. Hunt                      President, Chief Operating Officer and
---------------------------            Director
James C. Hunt

/s/ Ken R. Bramlett, Jr.               Senior Vice President, Chief Financial
---------------------------            Officer and Director
Ken R. Bramlett, Jr.

/s/ J. Roger King                      Director
---------------------------
J. Roger King

                                       Director
---------------------------
James V. Napier

/s/ William J. Simione, Jr.            Director
---------------------------
William J. Simione, Jr.

/s/ Janice L. Scites                   Director
---------------------------
Janice L. Scites



                                       13
<PAGE>   14

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

                                                          FILED HEREWITH (*)
                                                         NON-APPLICABLE (NA)
                                                          OR INCORPORATED BY
                                                            REFERENCE FROM
                                                                                   COMPANY REG.
                                                               PREVIOUS                 NO.
EXHIBIT                                                        EXHIBIT                  OR
NUMBER                       DESCRIPTION                       NUMBER                 REPORT
------                       -----------                       ------                 ------
 <S>        <C>                                                 <C>                <C>
  3.1       Restated Certificate of Incorporation of              3.1                  333-31863
            the Company, as amended

  3.2       Amended and Restated Bylaws of the Company            3.2                  33-95228

  4.0       Specimen Stock Certificate                            4.0                  33-95228

  4.1       Rights Agreement between the Company and               1                    0-27792
            First Union National Bank (as successor
            trustee)

  4.2       Indenture between the Company and First               4.2                  333-31863
            Union National Bank, as Trustee

  4.3       Form of Note Certificate for 5-3/4%                   4.3                  333-31863
            Convertible Subordinates Notes

 10.1+      1995 Equity Participation Plan, as amended            10.1                 333-31863

 10.2+      Amended and Restated Management Incentive             10.2               10-K for year
            Compensation Plan                                                        ended 1/3/99

 10.3+      Employee Stock Purchase Plan, as amended               *

 10.4#+     Director and Officer Indemnification                  10.3               10-K for year
            Agreement of James V. Napier                                            ended 12/31/95

 10.5+      Employment Agreement between the Company              10.9             10-Q for quarter
            and Edward P. Drudge, Jr.                                                ended 9/30/95

 10.6+      Amendment No. 1 to Employment Agreement               10.6            10-K for year ended
            between the Company and Edward P. Drudge,                                   12/28/97
            Jr.

 10.7+      Supplemental Retirement Plan for Edward                *
            P. Drudge, Jr.

 10.8+      Form of Retirement Agreement between the               *
            Company and Edward P. Drudge, Jr.
</TABLE>

<PAGE>   15

<TABLE>
<CAPTION>
                                                         FILED HEREWITH (*)
                                                         NON-APPLICABLE (NA)
                                                          OR INCORPORATED BY
                                                            REFERENCE FROM

                                                               PREVIOUS            COMPANY REG. NO.
EXHIBIT                                                        EXHIBIT                 OR
NUMBER                       DESCRIPTION                       NUMBER                 REPORT
------                       -----------                       ------                 ------
 <S>        <C>                                                <C>                <C>
 10.9+      Employment Agreement between the Company             10.10            10-K for year ended
            and James C. Hunt                                                           12/29/96

 10.10+     Employment Agreement between the Company             10.13            10-K for year ended
            and Ken R. Bramlett, Jr.                                                    12/29/96

 10.11+     Employment Agreement between the Company              10.9            10-K for year ended
            and Michael H. Barker                                                        1/3/99

 10.12      Amended and Restated Non-Qualified                   10.16            10-K for year ended
            Profit-Sharing Plan                                                         12/29/96

 10.13+     Director's Non-Qualified Deferred Fee Plan           10.12            10-K for year ended
                                                                                        12/28/97

 10.14      Amended and Restated Credit Agreement                10.15                 333-31863
            among the Company and its subsidiaries,
            the Lenders party thereto and
            NationsBank, N.A., as agent

 10.15      Amendment No. 1 to Amended and Restated              10.14              10-Q for quarter
            Credit Agreement among the Company and                                   ended 3/29/98
            its Subsidiaries, The Lenders party
            thereto and NationsBank, N.A., as Agent

 10.16      Stock Purchase Agreement for the sale of               1               8-K dated 12/26/97
            Nursefinders between PFI Corp.,
            Nursefinders, Inc., and Nursefinder
            Acquisition Corp.

 10.17      Registration Rights Agreement between the            10.17                 333-31863
            Company and the Initial Purchasers


 12.1       Statement regarding computation of ratio               *
            of earnings to fixed charges

 13.1       Those portions of the Annual Report                    *
            incorporated by reference in Parts II,
            Items 5, 6, 7, 7A and 8 and Part IV, Item
            14(a)(1) of this report

 21.1       Subsidiaries of the Company                            *
</TABLE>

<PAGE>   16

<TABLE>
<CAPTION>
                                                          FILED HEREWITH (*)
                                                         NON-APPLICABLE (NA)
                                                          OR INCORPORATED BY
                                                            REFERENCE FROM

                                                               PREVIOUS            COMPANY REG. NO.
EXHIBIT                                                        EXHIBIT                 OR
NUMBER                       DESCRIPTION                       NUMBER                 REPORT
------                       -----------                       ------                 ------
<S>         <C>                                               <C>
 23.1       Consent of PricewaterhouseCoopers LLP                  *

 27.1       Financial Data Schedule                                *
</TABLE>


# This Exhibit is substantially identical to Director and Officer
Indemnification Agreements (i) of the same date between the Company and the
following individuals: Kevin P. Egan, J. Roger King, and William Simione, Jr.;
(ii) dated April 17, 1998 between the Company and each of James C. Hunt and Ken
R. Bramlett, Jr.; and (iii) dated August 9, 1999 between the Company and Jancie
L. Scites.

+ Management Contract or Compensatory plan required to be filed under Item 14(c)
of this report and Item 601 of Regulation S-K of the Securities and Exchange
Commission.