Attached files
| file | filename |
|---|---|
| EX-10.1 - Clearpoint Business Resources, Inc | v170543_ex10-1.htm |
| EX-10.2 - Clearpoint Business Resources, Inc | v170543_ex10-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) December 23, 2009
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ClearPoint
Business Resources, Inc.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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000-51200
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30-0429020
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1600
Manor Drive, Suite 110, Chalfont, PA 18914
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(Address
of principal executive offices) (Zip Code)
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Registrant’s
telephone number, including area code (215)
997-7710
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Not
Applicable
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(Former
name or former address, if changed since last
report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material
Definitive Agreement.
As
previously disclosed in ClearPoint Business Resources, Inc.’s (the “Company”)
filings with the Securities and Exchange Commission, on November 18, 2008,
AICCO, Inc. (“AICCO”) filed a complaint in the Court of Common Pleas of Bucks
County, Pennsylvania against the Company alleging that the Company breached the
terms of a certain premium finance agreement among AICCO and the Company,
pursuant to which AICCO agreed to finance premiums of certain insurance policies
procured by the Company (the “AICCO Litigation”).
On
December 23, 2009, the Company and AICCO entered into a Settlement Agreement and
Release (the “Settlement Agreement”). Pursuant to the Settlement
Agreement, the Company agreed to pay AICCO an aggregate amount of $190,000 in
full and final settlement of all claims between the Company and AICCO relating
to the AICCO Litigation. The Company agreed to pay such amount as
follows: (i) four monthly installment payments of $15,000, the first of which
was paid on December 29, 2009, and will continue on the 15th day of
each month thereafter, including March 15, 2010, followed by (ii) 12 monthly
installment payments of $10,833, commencing on April 15, 2010.
In the
event the Company fails to make any payment due under the Settlement Agreement,
after AICCO provides the Company with prior written notice and five days’
opportunity to cure, judgment may be entered against the Company in the amount
of approximately $195,330, together with an interest rate of 6% per annum
accruing as of the date the missed payment was due, plus costs and attorney’s
fees associated with the entry and execution of such judgment, less any amounts
paid under the Settlement Agreement. Accordingly, on December 23,
2009, the Company executed a Judgment Note in favor of AICCO providing for such
judgment payment (the “Judgment Note”).
The
Settlement Agreement and Judgment Note also include various other provisions
customary for documents of this nature. The foregoing is a summary of
the material provisions of the Settlement Agreement and the Judgment Note. This
summary is not intended to be complete and is qualified in its entirety by
reference to the Settlement Agreement and the Judgment Note, attached hereto as
Exhibits 10.1 and 10.2, respectively.
Item
2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The
disclosures set forth in Item 1.01 above are incorporated by reference into this
Item 2.03.
Item
9.01 Financial Statements
and Exhibits.
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(d)
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Exhibits.
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Exhibit
No.
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Description
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10.1
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Settlement
Agreement and Release dated December 23, 2009 by and between AICCO, Inc.
and ClearPoint Business Resources, Inc.
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10.2
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Judgment
Note dated December 23, 2009 issued to AICCO,
Inc.
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2
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| CLEARPOINT BUSINESS RESOURCES, INC. | |||
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By:
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/s/
John G. Phillips
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Name:
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John
G. Phillips
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Title:
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Chief
Financial Officer
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| Date: January 5, 2010 | |||
3
Exhibit
Index
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Exhibit
No.
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Description
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10.1
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Settlement
Agreement and Release dated December 23, 2009 by and between AICCO, Inc.
and ClearPoint Business Resources, Inc.
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10.2
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Judgment
Note dated December 23, 2009 issued to AICCO,
Inc.
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