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EX-99.1 - EXHIBIT 99.1 - Corporate Resource Services, Inc.ex99-1.htm
EX-99.2 - EXHIBIT 99.2 - Corporate Resource Services, Inc.ex99-2.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K/A
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 

 
Date of Report (Date of earliest event reported): November 21, 2011
 
 
 
 
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:
 
 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 2.01                      Completion of Acquisition or Disposition of Assets.
 
As previously disclosed on our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 2011, On November 21, 2011, the Company entered into an Acquisition and Share Exchange Agreement (the “TS Staffing Acquisition”) with TS Staffing Services, Inc. (“TS Staffing”), a Texas corporation, and Robert Cassera, the sole shareholder of TS Staffing and a member of the board of directors of the Company.  Pursuant to the terms of the Agreement, the Company acquired all of TS Staffing’s issued and outstanding shares of common stock.
 
This Current Report on Form 8-K/A provides the historical financial statements and information required under Item 9.01(a) and the pro forma financial information required under Item 9.01(b).  The aforementioned financial statements and information were not included in the Current Report on Form 8-K filed on November 25, 2011.

Item 9.01                      Financial Statements and Exhibits.
 
(a) Financial Statements (parent-only) of Business Acquired.
 
The audited financial statements as of and for the years ended December 31, 2010 and 2009 for the predecessor of TS Staffing, TS Staffing Corp. (“TSS Corp.”) and the following unaudited financial statements of TSS Corp.:
 
The unaudited balance sheet and the statement of changes in stockholder's equity (deficit) as of and for the nine months ended September 30, 2011; and
 
The statements of operations and cash flows for the nine months ended September 30, 2011 and 2010.

The financial statements include the notes to such financial statements and the report of the independent auditor thereon, are filed as Exhibit 99.1 herewith.
 
(b) Pro Forma Financial Information.
 
The unaudited pro forma condensed consolidated balance sheet as of September 30, 2011, and the unaudited pro forma condensed consolidated statement of operations for the year ended September 30, 2011 are filed as Exhibit 99.2 herewith.
 
Exhibit Number Description of Exhibit
   
99.1
The audited financial statements (parent-only) as of and for the years ended December 31, 2010 and 2009 for TS Staffing’s predecessor, TSS Corp., and the following unaudited financial statements (parent-only) of TSS Corp:
    The unaudited balance sheet and the statement of changes in stockholders’ equity (deficit) as of and for the nine months ended September 30, 2011; and
 
 
The statements of operations and cash flows for the nine months ended September 30, 2011 and 2010.
       
99.2
Unaudited pro forma condensed consolidated balance sheet and consolidated statement of operations as of and for the year ended September 30, 2011.
 
 
 

 
 
 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.
 
       
       
       
 
By:
/s/ Scott M. Schecter  
    Name: Scott M. Schecter  
    Title: Chief Financial Officer  
       
Dated:  February 3, 2012

 
 

 
 



EXHIBIT INDEX
 
 
Exhibit Number Description of Exhibit
   
99.1
The audited financial statements (parent-only) as of and for the years ended December 31, 2010 and 2009 for TS Staffing’s predecessor, TSS Corp.,  and the following unaudited financial statements (parent-only) of TSS Corp.:
    The unaudited balance sheet and the statement of changes in stockholder's equity (deficit) as of and for the nine months ended September 30, 2011; and
 
 
The statements of operations and cash flows for the nine months ended September 30, 2011 and 2010.
       
99.2
Unaudited pro forma condensed consolidated balance sheet and consolidated statement of operations as of and for the year ended September 30, 2011.