Attached files
| file | filename |
|---|---|
| EX-10.1 - Corporate Resource Services, Inc. | v195920_ex10-1.htm |
| EX-10.2 - Corporate Resource Services, Inc. | v195920_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 2, 2010 (August 27,
2010)
CORPORATE RESOURCE SERVICES, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-30734
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80-0551965
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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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160 Broadway, 11th Floor, New York, NY
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10038
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s
telephone number, including area code:
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(646)
443-2380
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(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))
Item
1.01 Entry into a
Material Agreement.
Master Services Agreement
with TSE-PEO, Inc.
On August
27, 2010, Corporate Resource Services, Inc. (the “Company”) entered into a
Master Services Agreement (the “TSE Agreement”) with TSE-PEO, Inc.
(“TSE”). TSE is an affiliate of Tri-State Employment Services, Inc.,
the majority stockholder of the Company. Pursuant to the TSE
Agreement, TSE, a professional employer organization, will, as requested,
provide administrative and other services (“PEO Services”) to Corporate Resource
Development Inc. (“CRD”), and Insurance Overload Services, Inc. (“Overload”),
both of which are operating subsidiaries of the Company. Under the
TSE Agreement, all service fees and other fees to be paid to TSE under the TSE
Agreement will be consistent with service fees and other fees charged by
independent third parties providing comparable PEO Services in the relevant
geographic market and industry. The TSE Agreement additionally
provides that TSE and its affiliates may provide PEO Services to third parties,
and that the Company, CRD or Overload may obtain PEO Services from any third
party or elect not to obtain PEO Services from any party. The term of
the TSE Agreement expires on the later of December 31, 2011 or the last date of
expiration of any services schedule which may be attached to the TSE Agreement
from time to time, and shall automatically be renewed for successive one year
periods (and for the length of the term of each services schedule) unless either
party gives the other not less than 60 days notice prior to the applicable
expiration date.
The
foregoing summary is not intended to be complete, and is qualified in its
entirety by reference to the TSE Agreement, a copy of which is filed herewith as
Exhibit 10.1.
Master Services Agreement
with TS Employment, Inc.
On August
27, 2010, the Company entered into a Master Services Agreement (the “TS
Employment Agreement”) with TS Employment, Inc. (“TS Employment”). TS
Employment is an affiliate of Tri-State Employment Services, Inc., the majority
stockholder of the Company. Pursuant to the TS Employment Agreement,
TS Employment, a professional employer organization, will, as requested, provide
PEO Services to Accountabilities, Inc. (“Accountabilities”), an operating
subsidiary of the Company. Under the TS Employment Agreement, all service fees
and other fees to be paid to TS Employment under the TS Employment Agreement
will be consistent with service fees and other fees charged by independent third
parties providing comparable PEO Services in the relevant geographic market and
industry. The TS Employment Agreement additionally provides that TS
Employment and its affiliates may provide PEO Services to third parties, and
that the Company or Accountabilities may obtain PEO Services from any third
party or elect not to obtain PEO Services from any party. The term of
the TS Employment Agreement expires on the later of December 31, 2011 or the
last date of expiration of any services schedule which may be attached to the TS
Employment Agreement from time to time, and shall automatically be renewed for
successive one year periods (and for the length of the term of each services
schedule) unless either party gives the other not less than 60 days notice prior
to the applicable expiration date.
The
foregoing summary is not intended to be complete, and is qualified in its
entirety by reference to the TS Employment Agreement, a copy of which is filed
herewith as Exhibit 10.2.
Item
9.01 Financial Statements
and Exhibits.
(d)
Exhibits.
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Exhibit Number
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Description of Exhibit
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10.1*
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Master
Services Agreement (PEO Services), dated August 27, 2010, by and between
Corporate Resource Services, Inc. and TSE-PEO, Inc.
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|
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10.2*
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Master
Services Agreement (PEO Services), dated August 27, 2010, by and between
Corporate Resource Services, Inc. and TS Employment,
Inc.
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*
Confidential treatment has been requested with respect to portions of this
exhibit. Omitted portions have been filed separately with the
Securities and Exchange Commission.
3
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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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
2, 2010
EXHIBIT
INDEX
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Exhibit Number
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Description of Exhibit
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10.1*
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Master
Services Agreement (PEO Services), dated August 27, 2010, by and between
Corporate Resource Services, Inc. and TSE-PEO, Inc.
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|
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10.2*
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Master
Services Agreement (PEO Services), dated August 27, 2010, by and between
Corporate Resource Services, Inc. and TS Employment,
Inc.
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*
Confidential treatment has been requested with respect to portions of this
exhibit. Omitted portions have been filed separately with the
Securities and Exchange Commission.