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BG Staffing, Inc. – ‘8-K’ for 12/13/19

On:  Monday, 12/16/19, at 9:10am ET   ·   For:  12/13/19   ·   Accession #:  1474903-19-68   ·   File #:  1-36704

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  As Of               Filer                 Filing    For·On·As Docs:Size

12/16/19  BG Staffing, Inc.                 8-K:1,2,7,912/13/19    3:436K

Current Report   —   Form 8-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     24K 
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,   HTML    229K 
                Liquidation or Succession                                        
 3: EX-99.1     Miscellaneous Exhibit                               HTML     16K 


‘8-K’   —   Current Report


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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):
December 13, 2019
 
 
BG STAFFING, INC.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
26-0656684
(State or Other Jurisdiction of
Incorporation)
(Commission File Number)
(I.R.S. Employer Identification
Number)
  
5850 Granite Parkway, Suite 730
Plano, Texas 75024
(Address of principal executive offices, including zip code)
 
(972) 692-2400
(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 obligations 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))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
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. o
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
BGSF
NYSE





Item 1.01
Entry into a Material Definitive Agreement.

The information set forth under Item 2.01 is incorporated by reference herein.

Item 2.01
Completion of Acquisition or Disposition of Assets.

On December 13, 2019, BG Staffing, Inc. (the “Company”), through its subsidiary BG Staffing, LLC, acquired substantially all of the assets, and assumed certain of the liabilities of L.J. Kushner & Associates, L.L.C., pursuant to an Asset Purchase Agreement (the “Asset Purchase Agreement”) by and between the Company, BG Staffing, LLC, L.J. Kushner & Associates, L.L.C., and Lee J. Kushner, the sole member of L.J. Kushner & Associates, L.L.C (the "Member"). The Company paid $ 8.5 million cash and issued $1.0 million (47,403 shares privately placed under Section 4(a)(2) of the Securities Act) of our common stock, subject to a working capital adjustment. $7.5 million of the cash was paid at closing and $1.0 million was held back as partial security for certain post-closing liabilities. The Asset Purchase Agreement further provides for earn-out payments to the Member of up to an aggregate of $2.5 million, provided certain conditions are met over a two-year period following the acquisition date. The cash at closing was paid out of financing available under our existing credit facility led by BMO Harris Bank, N.A. The Member has guaranteed certain of the L.J. Kushner & Associates, L.L.C's obligations under the Asset Purchase Agreement. The Asset Purchase Agreement contains customary representations, warranties, covenants and indemnification provisions.

L.J. Kushner & Associates, L.L.C. provides Cybersecurity retained search services specializing in recruiting high and mid-level security professionals.
The Asset Purchase Agreement is filed as Exhibit 2.1 hereto. The above description of the Asset Purchase Agreement is not complete and is qualified in its entirety by reference to Exhibit 2.1, which is incorporated by reference herein.

Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.


The information set forth under Item 2.01 is incorporated by reference herein.

Item 3.02
Unregistered Sales of Equity Securities.
 
The information set forth under Item 2.01 is incorporated by reference.

Item 7.01
Regulation FD Disclosure.

L.J. Kushner & Associates, L.L.C had revenues of approximately $3.3 million for the year ended December 31, 2018.

On December 16, 2019, the Company issued a press release in connection with the Asset Purchase Agreement, a copy of which is furnished as Exhibit 99.1 to this Current Report. Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act unless specifically identified therein as being incorporated therein by reference.

Item 9.01
Financial Statements and Exhibits.
 
(d)Exhibits





 
*Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The Company hereby agrees to furnish a copy of any omitted schedule or attachment to the Securities and Exchange Commission upon request.





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.
 
 
 
BG STAFFING, INC.
 
 
 
 
 
 
 
 
Name:
Title:
Dan Hollenbach
Chief Financial Officer and Secretary
(Principal Financial Officer)
 
 





EXHIBIT INDEX
 
Exhibit No.
Description
2.1*
Asset Purchase Agreement, dated as of December 13, 2019, between BG Staffing, Inc., BG Staffing, LLC, L.J. Kushner & Associates, L.L.C., and Lee J. Kushner
99.1
 
*Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The Company hereby agrees to furnish a copy of any omitted schedule or attachment to the Securities and Exchange Commission upon request.

 




Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on:12/16/19None on these Dates
For Period end:12/13/19
12/31/18
 List all Filings 


6 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/15/24  BGSF, Inc.                        10-K       12/31/23  106:12M
 3/16/23  BGSF, Inc.                        10-K        1/01/23  105:12M
 3/10/22  BGSF, Inc.                        10-K       12/26/21   99:12M
 3/11/21  BGSF, Inc.                        10-K       12/27/20   95:11M
11/05/20  BGSF, Inc.                        10-Q        9/27/20   74:7.6M
 8/07/20  BGSF, Inc.                        10-Q        6/28/20   73:8.4M
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