Attached files
| file | filename |
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| EX-99.1 - PRESS RELEASE - HireQuest, Inc. | ccni_ex991.htm |
| EX-10..1 - EMPLOYMENT AGREEMENT - HireQuest, Inc. | ccni_ex101.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 28, 2018
COMMAND CENTER, INC.
(Exact
name of registrant as specified in its charter)
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Washington
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000-53088
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91-2079472
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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3609 S. Wadsworth Blvd., Suite 250 Lakewood, CO
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80235
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(Address
of principal executive offices)
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(Zip
Code)
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(866) 464-5844
(Registrant’s
telephone number, including area code)
Not applicable.
(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 (see General Instruction A.2.
below):
☐
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))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17
CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of
1934 (17 CFR §240.12b-2). Emerging growth company
☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Our Board of Directors appointed Richard K. Coleman, Jr. as our new
President and Chief Executive Officer and Director effective April
1, 2018. Richard K. Coleman, Jr., 61, has deep experience serving
in senior executive positions and on various public company boards,
and has gained extensive expertise in business development and
operations. He is currently Chairman of Hudson Global Inc., a
global talent solutions company, and has been a director of Hudson
since May 2014. He was the Principal Executive Officer of
Crossroads Systems, Inc., a global provider of data archive
solutions, from August 2017 to March 2018, and previously served as
the company’s President and CEO from May 2013 to July 2017.
He is also the founder and President of Rocky Mountain Venture
Services, a firm that helps companies plan and launch new business
ventures and restructuring initiatives.
Mr. Coleman has served in a variety of senior operational roles,
including CEO of Vroom Technologies Inc., Chief Operating Officer
of MetroNet Communications, and President of US West Long Distance.
He also has held significant officer-level positions with Frontier
Communications, Centex Telemanagement, and Sprint Communications.
He formerly served as a director of Ciber, Inc. from April 2014 to
December 2017, a leading global information technology company;
Crossroads Systems, Inc. from April 2013 to July 2017, a global
provider of data archive solutions; NTS, Inc. from December 2012 to
June 2014, a broadband services and telecommunications company;
Aetrium Incorporated from January 2013 to April 2014, a recognized
world leader in the global semiconductor industry; and On Track
Innovations Ltd. From December 2012 to April 2014, one of the
pioneers of cashless payment technology.
Mr. Coleman has served as an Adjunct Professor of Leadership and
Management for Regis University, and is a guest lecturer on
leadership and ethics for Denver University. Mr. Coleman holds a
Master of Business Administration Degree from Golden Gate
University and is a graduate of the United States Air Force
Communications System Officer School. He holds a Bachelor of
Science Degree from the United States Air Force Academy and has
also completed leadership, technology, and marketing programs at
Kansas University, UCLA, and Harvard Business School.
Effective April 1, 2018, we entered into an employment agreement
with Mr. Coleman. The employment agreement terminates March 31,
2019, unless terminated earlier. Mr. Coleman will receive an annual
base salary of $325,000. He is eligible for a performance bonus of
up to $100,000 as follows: $50,000 for completion of our annual
meeting of stockholders in 2018, $25,000 for uplisting our common
stock on Nasdaq, $10,000 upon filing of our annual report for
fiscal year 2017 within the regular or extended filing period,
$10,000 for proactive shareholder outreach to our top 15
shareholders within the first six months of his employment, and
$5,000 for completing a shareholder letter within the first six
months of his employment. Further, Mr. Coleman is eligible for a
performance bonus in the event of a sale of Command Center in the
amount of the greater of $200,000 or one-half percent of the amount
paid for the equity of our Company at the closing of a sale
transaction. Mr. Coleman is also eligible for a performance bonus
relating to Command Center’s earnings shared by the entire
executive team of in an amount of 15% of our 2018 adjusted EBITDA
exceeding $3 million. Of the total team bonus amount determined by
the Compensation Committee, Mr. Coleman will receive a share of
50%. The sale performance bonus will be offset by any bonus payment
relating to the adjusted EBITDA.
On April 1, 2018, Mr. Coleman will receive 100,000 incentive stock
options to purchase up to 100,000 shares of common stock pursuant
to our equity incentive plan. The exercise price of the options
will be calculated using the fair market value of the common stock
at the close of the market on the grant date. Of the 100,000
options awarded, 25,000 options vest immediately on the grant date
and the remainder of the options will vest monthly over three years
following the grant date. The options expire on the tenth
anniversary of the grant date or sooner pursuant to the terms of
our equity incentive plan.
We can terminate the employment agreement at any time for cause or
without cause subject to 60 days’ notice. If the employment
is terminated for cause or due to death or disability, we will pay
to Mr. Coleman or his estate any unpaid base salary, accrued and
unpaid performance bonuses, reimbursable expenses, and continue
health care benefits at his expense, and in case of death or
disability, the benefits provided by any applicable plan. Any
unvested option and other equity awards will be forfeited, and
vested equity awards will remain exercisable for 12 months. If the
employment is terminated without cause, we will pay Mr. Coleman any
unpaid base salary, accrued and unpaid performance bonuses,
reimbursable expenses, health care benefits at his expense, as well
as the greater of unpaid base salary remaining in the employment
term or 60 days, full performance bonus for a sale of Command
Center if such sale occurs during the employment term or within six
months thereafter, and a pro-rated performance bonus related to
adjusted EBITDA. Additionally, all unvested options and equity
awards will vest and remain exercisable for 12 months. If the
employment terminates due to non-renewal of his agreement, we will
pay Mr. Coleman any unpaid base salary, accrued and unpaid
performance bonuses, reimbursable expenses, health care benefits at
his expense, a full performance bonus for a sale of Command Center
if such sale occurs during the employment term or within six months
thereafter, and a pro-rated performance bonus related to adjusted
EBITDA. Any unvested options and other equity awards will be
forfeited, and vested equity awards will remain exercisable for 12
months.
The
foregoing description of the employment agreement is not complete
and is qualified in its entirety by reference to the full text of
the employment agreement, a copy of which is filed herewith as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
The
Employment Agreement between Command Center, Inc. and Richard K.
Coleman Jr. is provided as Exhibit 10.1 to this Current Report on
Form 8-K and is attached hereto.
The
Company’s press release dated April 2, 2018, announcing the
appointment of Richard K. Coleman as Chief Executive Officer is
furnished as Exhibit 99.1 to this Current Report on Form 8-K and is
attached hereto.
Exhibit
99.1 shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the
liabilities under that Section and shall not be deemed to be
incorporated by reference into any filing of the Company under the
Securities Act of 1933, as amended, or the Exchange
Act.
(c)
Exhibits
Employment
Agreement between the Company and Richard K. Coleman
Press
Release issued by the Company on April 2, 2018
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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Command
Center, Inc.
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(Registrant)
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Date:
April 2, 2018
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/s/
Brendan Simaytis
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Name: Brendan
Simaytis
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Title: Secretary
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