Attached files
| file | filename |
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| EX-99.1 - Corporate Resource Services, Inc. | v209625_ex99-1.htm |
| EX-10.1 - Corporate Resource Services, Inc. | v209625_ex10-1.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): February 1, 2011 (January
31, 2011)
|
CORPORATE RESOURCE SERVICES,
INC.
|
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(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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||
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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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|||
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(Address
of principal executive offices)
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(Zip
Code)
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|||
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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)
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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:
¨
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
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On
January 31, 2011, Corporate Resource Services, Inc. (the “Company”) appointed
Frank Vaccaro as President of Sales. Mr. Vaccaro, age 54, previously
served as the Chief Executive Officer and President of Diamond Staffing Inc.
(which entity was acquired by the Company on January 31, 2011) since January
2009, and in February 2010 was appointed as the Company’s Senior Vice President
of Sales, a position that he filled in a part-time capacity. Mr. Vaccaro
was not paid by the Company for his part-time service as an officer, but instead
was compensated by Diamond Staffing for such service. Beginning in 2003
through December 2008, Mr. Vaccaro was President and the primary shareholder of
a national staffing company, also named Diamond Staffing, Inc.
In
connection with the appointment of Mr. Vaccaro as President of Sales, the
Company entered into an employment agreement with him dated January 31,
2011. The employment agreement provides for an initial term of employment
of five years, with an additional renewal period of three years unless either
the Company or Mr. Vaccaro shall have delivered prior written notice to the
other at least 60 days in advance of completion of the initial five year term.
During the first year of employment, Mr. Vaccaro shall receive an annual salary
of approximately $1,125,000, and during the remaining period of employment, Mr.
Vaccaro shall receive an annual salary of $750,000.
Mr.
Vaccaro’s employment agreement provides that for each year that he remains
employed through the end of the Company’s fiscal year, he shall receive a bonus
equal to 0.1% of the amount that (i) the aggregate amount of revenue received by
the Company’s subsidiaries (the “Company Revenues”) (other than any newly
acquired businesses during the fiscal year of acquisition, if acquired after
January 31, 2011) during the applicable fiscal year exceeds the aggregate amount
of revenue received by such subsidiaries during the immediately preceding fiscal
year (the “Threshold”), and (ii) with respect to any newly acquired
businesses during the fiscal year of acquisition, acquired after January 31,
2011, the revenue generated by such business after the date of acquisition in
the amount that it exceeds a pro-rated amount of such new business’ revenue in
the twelve month period prior to the acquisition by the Company.
Notwithstanding the foregoing, for purposes of determining Mr. Vaccaro’s bonus
during fiscal year 2011, (a) the Threshold shall include (1) all of the revenues
received by Corporate Resource Development Inc. and Insurance Overload Services,
Inc. (the businesses of which two companies were acquired during the Company’s
2010 fiscal year) during the period of October 1, 2009 through September 30,
2010, whether received by such entities or their predecessors before or after
the acquisition of each such entities’ business, and (2) all of the revenues
received by the predecessors of Integrated Consulting Group, Inc. (“ICG”) and
Diamond Staffing Services, Inc. (“DSS”), the business of which two companies
were acquired during the Company’s 2011 fiscal year, during the period of
October 1, 2009 and September 30, 2010, (b) the Company Revenues shall include
all revenues received by ICG and DSS during the period October 1, 2010 through
September 30, 2011, whether received by such entities or their predecessors
before or after the acquisition of each such entities’ business; and for fiscal
year 2012, the Threshold shall include all of the revenues received by ICG and
DSS during the period October 1, 2010 through September 30, 2011, whether
received by such entities or their predecessors before or after the acquisition
of each such entity’s business.
Mr.
Vaccaro’s employment agreement also provides that he shall receive an initial
grant of 750,000 shares of the Company’s common stock prior, $0.0001 per share,
to March 2, 2011, annual reimbursement for a $5,000,000 personal life insurance
policy, a car allowance of $2,500 per month and four weeks paid vacation per
year.
Mr.
Vaccaro’s employment agreement provides that it will be terminated by his death
and may be terminated by the Company upon his disability or for “cause” (as
defined below). Upon termination of Mr. Vaccaro’s employment upon his
disability or if the termination of his employment is deemed “without cause” (as
defined below), Mr. Vaccaro shall be entitled to receive, (i) his salary for the
remainder of the initial year if the termination occurs within the first year of
Mr. Vaccaro’s employment, and (ii) $750,0000 if the termination occurs after the
first year of his employment, in each case payable over a twelve month period
(the “Severance Period”), less applicable taxes and withholding. The
Company shall also pay to or on behalf of Mr. Vaccaro during the Severance
Period the premium cost for COBRA continuation of family medical insurance
coverage, the premium for his life insurance policy and the car allowance.
Mr. Vaccaro’s receipt of the severance benefits indicated above following
termination for disability or “without cause” will be contingent upon his
execution of a separation and release agreement in favor of the Company, its
directors, executives, employees, agents, shareholders and each of their
affiliates for claims arising out of his employment and separation.
The
Company shall have “cause” for termination of Mr. Vaccaro (i) if he is convicted
of a felony or a crime involving fraud, dishonesty or moral turpitude (as
determined by the Company’s board of directors in good faith); (ii) as a result
of Mr. Vaccaro’s failure or refusal to perform his duties, subject to Mr.
Vaccaro having been given prior written notice thereof and not have cured such
deficiency in his performance within twenty days, provided that no cure period
is required if the Company’s board of directors determines that such refusal or
misconduct is not susceptible to reasonable cure; (iii) as a result of the
breach by Mr. Vaccaro of covenants of confidentiality, non-competition with the
Company and non-interference with customers and suppliers of the Company, which
covenants are set forth in his employment agreement.
Mr.
Vaccaro will be deemed to have been terminated “without cause” if (i) the
Company breaches a material obligation to Mr. Vaccaro under his employment
agreement; (ii) the Company terminates Mr. Viccaro’s employment prior to the end
of the term under the employment agreement other than as a result of death,
disability or for “cause”; or (iii) the Company assigns duties to Mr. Vaccaro
which are not consistent with his role as President of Sales, or requires that
he report to anyone other than the Company’s Chief Executive Officer or board of
directors, provided that in each case (x) he gives the Company notice within 90
days of his knowledge of any such action or event that he intends to terminate
his employment “without cause”, (y) the Company does not reasonably cure such
event or action within thirty days of delivery of the notice, and (z) he resigns
his employment within sixty days after the date of delivery of such
notice.
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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Employment
Agreement, dated as of January 31, 2011, by and between Corporate Resource
Services, Inc. and Frank Vaccaro
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99.1
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Corporate
Resource Services, Inc. Press Release, distributed February 1,
2011
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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.
| 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: February
1, 2011
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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Employment
Agreement, dated as of January 31, 2011, by and between Corporate Resource
Services, Inc. and Frank Vaccaro
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99.1
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Corporate
Resource Services, Inc. Press Release, distributed February 1,
2011
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