STAFFING 360 SOLUTIONS, INC. (NASDAQ:STAF) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry into a Material Definitive Agreement.
As previously announced, on September 15, 2017, Staffing 360 Georgia, LLC (“Staffing Georgia”), a wholly-owned subsidiary of Staffing 360 Solutions, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Firstpro Inc. (“FPI”), Firstpro Georgia, LLC (“FPL”, and together with FPI, the “Sellers”), and certain individuals (the “Principals”), to which the Sellers sold substantially all of their assets to Staffing Georgia (the “Firstpro Transaction”).The purchase price in connection with the Firstpro Transaction was $8 million, of which, (a) $4.5 million was paid at closing, (b) $825,000 (the “Quarterly Consideration”) was payable in quarterly installments of $75,000 beginning on October 1, 2017, and (c) $2.675 million (the “Deferred Consideration” and together with the Quarterly Consideration, the “Outstanding Consideration”) was payable annually in three equal installments beginning on October 30, 2018.
On February 27, 2019, Staffing Georgia, the Sellers and the Principals entered into an Amendment Agreement (the “Agreement”), to which the parties agreed that (i) Staffing Georgia will, within five (5) business days of February 27, 2019, make a single lump sum payment of $1,125,000 (the “Final Payment”) in full and final satisfaction of any Outstanding Consideration payable to the Sellers under the Asset Purchase Agreement and (ii) the Asset Purchase Agreement will be deemed automatically amended to reflect the foregoing upon delivery of the Final Payment to the Sellers by Staffing Georgia.
In addition, the Agreement also amended that certain Trademark License Agreement (the “TLA”), dated as of September 15, 2017, between Staffing Georgia and FPI, to make the term of license given thereunder perpetual.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 8.01 Other Events
On March 5, 2019, the Company announced that it had entered into the Agreement to settle the Outstanding Consideration in exchange for the Final Payment and to extend the license under the TLA in perpetuity.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
Description |
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10.1 |
Amendment Agreement, dated February 27, 2019, by and among Staffing 360 Georgia, LLC, Firstpro, Inc., Firstpro Georgia, LLC, April F. Nagel and Philip Nagel |
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99.1 |
Press release, dated March 5, 2019 |
Staffing 360 Solutions, Inc. Exhibit
EX-10.1 2 staf-ex101_7.htm EX-10.1 DEFERRED CONSIDERATION SETTLEMENT AND TRADENAME EXTENSION staf-ex101_7.htm Exhibit 10.1 AMENDMENT AGREEMENT This AMENDMENT AGREEMENT,…
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About STAFFING 360 SOLUTIONS, INC. (NASDAQ:STAF)
Staffing 360 Solutions, Inc. operates in the staffing sector. The Company is engaged in the execution of a global buy-and-build strategy through the acquisition of domestic and international staffing organizations in the United States and the United Kingdom. Its targeted consolidation model is focused on the finance and accounting, administrative, engineering and information technology (IT) staffing space.
