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EX-99.1 - EXHIBIT 99.1 - DLH Holdings Corp. | c15065exv99w1.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): March 31, 2011
TeamStaff, Inc.
(Exact name of registrant as specified in its charter)
New Jersey | 0-18492 | 22-1899798 | ||
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1 Executive
Drive Somerset, NJ |
08873 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (877) 523-9897
(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:
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))
o 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 Definitive Agreement. | |
On March 31, 2011, TeamStaff, Inc. (the Company) entered
into a Securities Purchase Agreement (the Purchase
Agreement) with a limited number of accredited investors
pursuant to which the Company sold an aggregate of $225,000 of
shares of its Common Stock to such persons in a private
transaction (the Equity Investment). The purchasers
participating in the transaction are members of the
Companys board of directors and management team (the
Purchasers). Pursuant to the Purchase Agreement, the
Company sold to the Purchasers a total of 459,181 shares of
its Common Stock. The transaction closed on March 31, 2011. |
||
The members of the Companys Board of Directors and management
team who participated in the Equity Investment were Frederick
G. Wasserman, Peter J. Black, William H. Armstrong, Martin J.
Delaney, Zachary C. Parker, John E. Kahn, John F. Armstrong
and Kevin Wilson. Each Purchaser agreed to purchase $25,000 of
Common Stock other than Mr. Black, who agreed to purchase
$50,000 of Common Stock. Of the Purchasers, Messrs. Alderman,
Kahn and Wilson agreed with the Company to pay the purchase
price for the shares of Common Stock by granting a credit to
the Company for an amount equal to the purchase price and
authorizing the Company to apply such credit against any
obligation of the Company to such person within twelve months
of the closing date, except for base salary. The Company will
hold the Common Stock purchased by these purchasers as
security for the payment of the purchase price until it is
paid in full. Such persons also agreed that in the event the
credit is insufficient to pay the purchase price in full, upon
the one year anniversary of the closing date, such purchaser
will surrender to the Company for cancellation such number of
shares of Common Stock as is equal to the amount of the credit
remaining divided by the purchase price. The Equity Investment
was approved by the members of the Companys Board of
Directors that are independent of the other involved parties
in accordance with the Companys policy for approving
related-party transactions. Total cash proceeds to the
Company were $150,000 and the Company intends to use these
proceeds for general working capital. |
||
Item 3.02 | Unregistered Sales of Equity Securities. |
|
The information set forth in Item 1.01. Entry into a Material
Definitive Agreement regarding the Equity Investment is
incorporated herein by reference.
Based in part upon the representations of the Purchasers in
the Purchase Agreement, the shares of Common Stock were
offered and sold in a private placement to accredited
investors (as such term is defined in Rule 501(a), as
promulgated under the Securities Act of 1933, as amended),
without registration under the Securities Act and the
securities laws of certain states, in reliance on the
exemption provided by Section 4(2) of the Securities Act and
similar exemptions under applicable state laws. The securities
sold in the Equity Investment may not be offered or sold in
the United States absent registration or an applicable
exemption from registration requirements. |
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Item 8.01 | Other Events. |
|
On
April 5, 2011, the Company issued a press release
announcing the Equity Investment. The full text of the press
release issued in connection with this announcement is
attached as Exhibit 99.1 to this Current Report on Form 8-K
and incorporated herein by reference. |
Item 9.01 | Financial Statements and Exhibits. | |||
(d) | Exhibits | |||
Exhibit No. | Description | |||
99.1 | Press Release of TeamStaff, Inc. |
2
TeamStaff, Inc. |
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By: | Zachary C. Parker | |||
Name: | Zachary C. Parker | |||
Title: | President and Chief Executive Officer | |||
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Exhibit | ||||
Number | Description | |||
99.1 | Press Release of TeamStaff, Inc. |
4