Attached files
| file | filename |
|---|---|
| EX-2.1 - Corporate Resource Services, Inc. | v195815_ex2-1.htm |
| EX-10.1 - Corporate Resource Services, Inc. | v195815_ex10-1.htm |
| EX-10.3 - Corporate Resource Services, Inc. | v195815_ex10-3.htm |
| EX-99.1 - Corporate Resource Services, Inc. | v195815_ex99-1.htm |
| EX-10.2 - Corporate Resource Services, Inc. | v195815_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): September 1, 2010 (August 27,
2010)
CORPORATE RESOURCE SERVICES,
INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-30734
|
80-0551965
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
160 Broadway, 11th Floor, New York, NY
|
10038
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (646) 443-2380
(Former
name or former address, if changed since last report)
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:
¨
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
¨
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
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Entry
into a Material Agreement.
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Acquisition of Tri-Overload
Staffing Inc.
On August
27, 2010, Corporate Resource Services, Inc. (the “Company”), acquired
Tri-Overload Staffing Inc. (“Tri-Overload”) from TS Staffing Corp. (“TS
Staffing”) through a merger (the “Merger”) of Tri-Overload into Insurance
Overload Acquisition Corp., a wholly-owned subsidiary of the
Company. Concurrent with the Merger, Insurance Overload Acquisition
Corp. changed its name to Insurance Overload Services, Inc. (“Insurance
Overload”). On the same day and immediately prior to the Merger, the
Company and Insurance Overload entered into an Agreement and Plan of Merger (the
“Merger Agreement”) with Tri-Overload and TS Staffing. Tri-Overload
is in the business of providing temporary and permanent employment services and
related support services.
The
Merger Agreement provides for a purchase price for Tri-Overload of $6,200,000,
which was paid through the issuance of 8,589,637 shares of the Company's common
stock to TS Staffing. The shares have not been registered under the
Securities Act of 1933, as amended (the “Securities Act”). The number
of shares issued was based upon a negotiated $0.7218 price per share for the
Company's common stock that was determined using historical market
prices. The Merger Agreement also contained customary
representations, warranties and covenants made by the parties thereto as well as
certain indemnification obligations on the part of TS Staffing and its privately
held affiliates.
The
foregoing description of the Merger Agreement is qualified by reference to the
Merger Agreement, which is attached hereto as Exhibit 2.1 and incorporated
herein by reference.
Cautionary
Statement
The
representations, warranties and covenants made by the parties in the Merger
Agreement are qualified by information in disclosure schedules that the parties
exchanged in connection with the execution of the Merger Agreement.
Representations and warranties may be used as a tool to allocate risks between
the parties, including where the parties do not have complete knowledge of all
facts. Furthermore, those representations and warranties may be subject to
standards of materiality applicable to the contracting parties that differ from
those applicable to investors. Accordingly, investors should not rely on the
representations, warranties and covenants or any descriptions thereof as
characterizations of the actual state of facts or condition of the parties to
the Merger Agreement.
In
connection with the entry into the Merger Agreement and the consummation of the
Merger, the Company and TS Staffing entered into a Registration Rights
Agreement, dated as of August 27, 2010. Pursuant to the Registration
Rights Agreement, TS Staffing has the right, subject to certain limits contained
therein, to require the Company to file registration statements under the
Securities Act, for the purpose of registering all or a portion of the
unregistered shares of the Company's common stock held by TS Staffing, or to
elect to have its unregistered shares of the Company's common stock included in
a Securities Act registration statement that the Company intends to file for the
registration of its own common stock for sale to the public.
TS
Staffing is wholly-owned by Robert Cassera, a director of the
Company. Mr. Cassera owns Tri-State Employment Services, Inc.
(“Tri-State”), which together with its affiliates is the beneficial owner of
approximately 73% of the Company's outstanding shares of common stock, including
the shares issued to TS Staffing in connection with the Company's acquisition of
Tri-Overload. Individuals affiliated with Tri-State comprise a
majority of the Company's board of directors and two serve as officers of the
Company. Tri-State and the Company have entered into various
transactions, as disclosed in the Company’s periodic and other reports filed
with the Securities and Exchange Commission.
The
Merger and related transactions were reviewed and approved by a special
committee of the Company's board of directors, consisting of an independent
director. The special committee received a fairness opinion from The
BVA Group LLC, which indicated that the Company's purchase price for
Tri-Overload, as well as the price per share of the Company's common stock used
to determine the number of shares to be issued to TS Staffing, was fair from a
financial point of view to the unaffiliated stockholders of the
Company.
Account Purchase
Agreement
On August
27, 2010, Insurance Overload entered into an account purchase agreement (the
“Account Purchase Agreement”) with Wells Fargo Bank, National Association
(“Wells Fargo”) in order to provide financing to Insurance
Overload. Under the terms of the Account Purchase Agreement,
Insurance Overload sells its receivables to Wells Fargo. The maximum
amount of trade receivables that may be sold at any one time is $5,000,000, for
which Wells Fargo will advance 90% of the assigned receivables’ value upon sale,
and 10% upon final collection, subject to certain offsets, with interest charged
at prime rate plus 2.50%. The risk Insurance Overload bears from bad
debt losses on trade receivables sold is retained by Insurance Overload, and
receivables sold which become greater than 90 days old can be charged back to
Insurance Overload by Wells Fargo.
On August
27, 2010, in connection with Insurance Overload's entry into the Account
Purchase Agreement, each of the Company, Corporate Resource Development Inc., a
wholly-owned subsidiary of the Company (“CRD”), Insurance Overload, and Robert
Cassera executed a Continuing Guaranty in favor of Wells Fargo. The
Continuing Guaranty provides that each of the Company, CRD, Insurance Overload
and Robert Cassera unconditionally guarantees the obligations of Insurance
Overload under the Account Purchase Agreement, as well as any future obligations
of any other direct or indirect subsidiary of the Company with respect to future
extensions of credit by Wells Fargo to any such entities.
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Item
2.01
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Completion
of Acquisition or Disposition of
Assets.
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The
information contained in Item 1.01 to this Current Report on Form 8-K under the
heading “Acquisition of Tri-Overload Staffing Inc.” is incorporated herein by
reference.
Item
2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The
information contained in Item 1.01 to this Current Report on Form 8-K under the
heading “Account Purchase Agreement” is incorporated herein by
reference.
Item
3.02 Unregistered
Sale of Equity Securities.
The
information contained in Item 1.01 to this Current Report on Form 8-K under the
heading “Acquisition of Tri-Overload Staffing Inc.” is incorporated herein by
reference.
3
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Item
8.01
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Other
Events.
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On
September 1, 2010, the Company issued a press release announcing the acquisition
of Tri-Overload. A copy of the Company’s press is attached hereto as
Exhibit 99.1.
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Item
9.01
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Financial
Statements and Exhibits.
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(a)
Financial Statements of Business Acquired.
The
Company will file the historical financial statements required by Item 9.01(a)
by amendment not later than 71 calendar days after the date on which this
Current Report on Form 8-K must be filed.
(b)
Pro Forma Financial Information.
The
Company will file any pro forma financial information required by Item 9.01(b)
by amendment not later than 71 calendar days after the date on which this
Current Report on Form 8-K must be filed.
(d)
Exhibits.
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Exhibit Number
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Description of Exhibit
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2.1
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Agreement
and Plan of Merger, dated as of August 27, 2010, by and among TS Staffing
Corp., Tri-Overload Staffing Inc., Corporate Resource Services, Inc. and
Insurance Overload Acquisition Corp.
|
|
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10.1
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Registration
Rights Agreement, dated as of August 27, 2010, by and between Corporate
Resource Services, Inc. and TS Staffing Corp.
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10.2
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Account
Purchase Agreement, dated as of August 27, 2010, between Wells Fargo Bank,
National Association and Insurance Overload Acquisition
Corp.
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10.3
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Form
of Continuing Guaranty made by Corporate Resource Services, Inc. and its
affiliates in favor of Wells Fargo Bank, National
Association
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99.1
|
Corporate
Resource Services, Inc. Press Release, dated September 1,
2010
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4
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.
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Corporate
Resource Services, Inc.
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||
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By:
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/s/ Jay H. Schecter
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Name: Jay H.
Schecter
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Title:
Chief Executive Officer
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||
Dated: September
1, 2010
EXHIBIT
INDEX
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Exhibit Number
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Description of Exhibit
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2.1
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Agreement
and Plan of Merger, dated as of August 27, 2010, by and among TS Staffing
Corp., Tri-Overload Staffing Inc., Corporate Resource Services, Inc. and
Insurance Overload Acquisition Corp.
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10.1
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Registration
Rights Agreement, dated as of August 27, 2010, by and between Corporate
Resource Services, Inc. and TS Staffing Corp.
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10.2
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Account
Purchase Agreement, dated as of August 27, 2010, between Wells Fargo Bank,
National Association and Insurance Overload Acquisition
Corp.
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10.3
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Form
of Continuing Guaranty made by Corporate Resource Services, Inc. and its
affiliates in favor of Wells Fargo Bank, National
Association
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99.1
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Corporate
Resource Services, Inc. Press Release, dated September 1,
2010
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