Attached files
| file | filename |
|---|---|
| EX-10.3 - Clearpoint Business Resources, Inc | v167568_ex10-3.htm |
| EX-10.2 - Clearpoint Business Resources, Inc | v167568_ex10-2.htm |
| EX-10.1 - Clearpoint Business Resources, Inc | v167568_ex10-1.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) November 18, 2009
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ClearPoint
Business Resources, Inc.
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(Exact
name of registrant as specified in its charter)
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Delaware
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000-51200
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30-0429020
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1600
Manor Drive, Suite 110, Chalfont, PA 18914
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(Address
of principal executive offices) (Zip Code)
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Registrant’s
telephone number, including area code (215)
997-7710
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Not
Applicable
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(Former
name or former address, if changed since last report)
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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):
| 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))
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| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material
Definitive Agreement.
Assignment
and Assumption Agreement, Option and Bill of Sale; Amendment No. 2 to iLabor
Agreement with Staffchex.
As
previously disclosed in the filings of ClearPoint Business Resources, Inc. (the
“Company”) with the Securities and Exchange Commission (“SEC”), on February 28,
2008, ClearPoint Resources, Inc., the Company’s wholly-owned subsidiary (“CPR”)
entered into a Purchase Agreement (the “Purchase Agreement”) with Staffchex,
Inc. Under the Purchase Agreement, Staffchex, Inc. assumed certain
liabilities of CPR and acquired from CPR all of the Customer Account Property,
as defined in the Purchase Agreement, related to the temporary staffing services
previously serviced, in part, by a former franchisee of the
Company. In consideration for the Customer Account Property acquired
from CPR, Staffchex, Inc. issued to CPR 15,444 shares of common stock of
Staffchex, Inc. (“Staffchex Stock”), and CPR was entitled to receive an
additional 15,568 shares of Staffchex Stock, pursuant to the earnout provisions
set forth in the Purchase Agreement, which were not issued.
In
addition, on February 28, 2008, CPR entered into an iLabor Network Supplier
Agreement (as amended, the “iLabor Agreement”) with Staffchex, Inc. and
Staffchex Servicing, LLC (collectively, “Staffchex”) whereby Staffchex agreed to
process its temporary labor requests through the Company’s iLabor Network and to
pay to CPR royalty payments (the “Royalties”) as a percentage of Staffchex’s
weekly collections from its total billings for temporary staffing services
provided to the Company’s clients through the iLabor Network or
otherwise. Prior to November 1, 2009, for weekly collections of less
than $1.4 million, the Royalty was 1.25% and for weekly collections of more than
$1.4 million, the Royalty was 2%. As of November 18, 2009, Staffchex
was delinquent on Royalty payments due to CPR in the amount of
$56,115.
On
November 18, 2009, Staffchex transferred certain contracts (the “Transferred
Accounts”) to CPR pursuant to a certain Assignment and Assumption Agreement,
Option and Bill of Sale dated November 18, 2009 (the “Assignment
Agreement”). Pursuant to the Assignment Agreement, CPR assumed the
obligations under the Transferred Accounts, with certain exceptions, including,
but not limited to, obligations relating to certain tax liabilities, payment
obligations of Staffchex arising prior to November 18, 2009, liabilities related
to claims arising out of events or conditions or actual or alleged violations of
law occurring prior to November 18, 2009 and any liability of Staffchex based on
its acts or omissions after November 18, 2009. In consideration for
the assignment of the Transferred Accounts, CPR (1) assigned its right, title
and interest to 12,405 shares of Staffchex Stock to Staffchex and Staffchex
agreed to reissue 18,607 shares of Staffchex Stock to CPR (the “Reissued
Shares”) and (2) granted Staffchex an option to purchase the Reissued Shares for
a purchase price of $250,000 at any time prior to the earlier of (i) November
18, 2011 or (ii) the date on which CPR assigns and delivers such Reissued Shares
to Staffchex in accordance with the “success fee” described below.
In
addition, CPR agreed to amend the iLabor Agreement to reduce the
Royalties. On November 18, 2009, CPR and Staffchex entered into
Amendment No. 2 to the iLabor Agreement (“Amendment No. 2”) in order to provide
for payment of past-due amounts owed by Staffchex under the iLabor Agreement and
to restate the payment terms thereunder effective as of November 1, 2009 (the
“Effective Date”).
Amendment
No. 2 provides that during the first full week after the transfer of the
Transferred Accounts, such accounts are expected to meet or exceed minimum
billings of $96,153 per week (the “Guaranteed Billings”). In the
event the Transferred Accounts do not meet the Guaranteed Billings in a given
week, Staffchex will transfer such additional contracts whose billings, when
added to those of the Transferred Accounts, will satisfy the Guaranteed
Billings. CPR may, in its reasonable discretion, accept or reject the
Transferred Accounts.
In
addition, pursuant to Amendment No. 2, as of the Effective Date and through
January 31, 2010, the Royalties shall equal 0.75%, provided that such amount
shall be payable in two portions: (i) 0.25%, to the extent not already paid by
Staffchex, shall be payable weekly from the Effective Date through January 31,
2010 and (ii) the balance of 0.50% (the “Deferred Amount”) will be deferred and
paid with Past-Due Royalties (as defined below). Royalties owed for
the period of September 28, 2009 through the Effective Date shall equal 1.25%
and will be paid in weekly installments beginning March 1, 2010 through May 31,
2010, in addition to any other amounts owed pursuant to Amendment No.
2.
2
It is
expected that for the six month period of February 1, 2010 through July 31,
2010, the average monthly billings of the Transferred Accounts will meet or
exceed a minimum of $625,000 per month. If such monthly billings do
not meet this minimum amount, then 5% of the shortfall will be due and payable
in equal installments over the 16-week period beginning September 1,
2010.
Upon the
date on which billings from the Transferred Accounts meet or exceed a total of
$307,682 per week for six consecutive weeks, CPR will pay a “success fee” in the
form of an immediate transfer and assignment of Reissued Shares to Staffchex and
the iLabor Agreement will automatically terminate and be of no further force and
effect, provided, however, that provisions relating to the payment of amounts
deferred or past-due which are otherwise payable shall survive such
termination.
In
addition, pursuant to Amendment No. 2, Staffchex agreed to continue making
scheduled weekly payments of $4,096 until June 1, 2011, and 52 weekly payments
of $3,105 thereafter, for past-due Royalties owed through February 28, 2009 (the
“Past-Due Royalties”), commencing on June 1, 2011. The failure of
Staffchex to make payments due pursuant to the iLabor Agreement constitutes a
material breach. In the event of nonpayment, Staffchex will have a
10-day cure period to make any delinquent payments. If such payments
remain outstanding following the cure period, the Royalties shall revert to
1.25% and Staffchex agreed to direct its affiliated receivables factoring
company to make the required payment to CPR.
Settlement
Agreement with XRoads Solutions Group, LLC
As
previously disclosed in the Company’s filings with the SEC, on January 13, 2009,
the Company entered into an agreement (the “XRoads Agreement”) with XRoads
Solutions Group, LLC (“XRoads”). Such agreement was terminated
effective August 7, 2009. As of the date of filing this report, the
Company accrued an aggregate of $37,500 in fees related to services provided by
XRoads pursuant to the XRoads Agreement. On November 18, 2009, the
Company and XRoads entered into a Settlement Agreement and Mutual Release (the
“Settlement Agreement”) relating to the payment of amounts due under the XRoads
Agreement.
Pursuant
to the Settlement Agreement, the Company agreed to pay XRoads, in full and
complete satisfaction and settlement of all obligations under the XRoads
Agreement, the sum of $40,000, which will be paid to XRoads in six weekly
installments beginning December 4, 2009 and ending January 8,
2010. In consideration for the payment of such amounts, the Company
and XRoads agreed to release each other from all claims related to the XRoads
Agreement prior to the date XRoads receives all of such payments. In
the event the Company defaults in its payment obligations pursuant to the
Settlement Agreement, XRoads shall be entitled to recover all damages underlying
any claim under the XRoads Agreement and recover its attorneys’ fees incurred in
the enforcement of the Settlement Agreement.
The
Assignment Agreement, Amendment No. 2 and the Settlement Agreement
(collectively, the “Agreements”) also include various other provisions customary
for transactions of this nature. The foregoing is a summary of
certain material provisions of the Agreements. This summary is not
intended to be complete and is qualified in its entirety by reference to the
Agreements, which are attached hereto as Exhibits 10.1, 10.2 and 10.3,
respectively.
3
Item
9.01 Financial Statements
and Exhibits.
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(d)
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Exhibits.
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Exhibit
No.
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Description
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10.1
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Assignment
and Assumption Agreement, Option and Bill of Sale dated November 18, 2009
by and between ClearPoint Resources, Inc. and Staffchex,
Inc.
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10.2
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Amendment
No. 2 to the iLabor Network Supplier Agreement dated November 18, 2009
between ClearPoint Resources, Inc., Staffchex, Inc. and Staffchex
Servicing, Inc.
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10.3
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Settlement
Agreement and Mutual Release dated as of November 18, 2009 by and between
ClearPoint Business Resources, Inc., ClearPoint Resources, Inc. and XRoads
Solutions Group, LLC.
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4
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.
| CLEARPOINT BUSINESS RESOURCES, INC. | |||
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By:
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/s/
Michael Traina
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| Name: |
Michael
Traina
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| Title: |
Chief
Executive Officer
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Date: November 24,
2009
5
Exhibit
Index
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Exhibit
No.
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Description
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10.1
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Assignment
and Assumption Agreement, Option and Bill of Sale dated November 18, 2009
by and between ClearPoint Resources, Inc. and Staffchex,
Inc.
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10.2
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Amendment
No. 2 to the iLabor Network Supplier Agreement dated November 18, 2009
between ClearPoint Resources, Inc., Staffchex, Inc. and Staffchex
Servicing, Inc.
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10.3
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Settlement
Agreement and Mutual Release dated as of November 18, 2009 by and between
ClearPoint Business Resources, Inc., ClearPoint Resources, Inc. and XRoads
Solutions Group, LLC.
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