Attached files
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EX-10.1 - HireQuest, Inc. | v199762_ex10-1.htm |
EX-99.1 - HireQuest, Inc. | v199762_ex99-1.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):
|
October
20, 2010
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COMMAND CENTER, INC.
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(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
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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3773 West Fifth Avenue, Post Falls,
Idaho
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83854
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Address
of principal executive offices
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Zip
Code
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Registrant’s
telephone number, including area code:
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208-773-7450
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(Former
name or former address, if changes 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))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Section
5 – Corporate Governance and Management
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b) Resignation of
Officer. On October 20, 2010, Ralph E. Peterson resigned as Command
Center, Inc.’s (“Command Center”) Chief Financial Officer and the
Board of Directors appointed Jeff R. Mitchell to fill the position of Chief
Financial Officer formerly held by Mr. Peterson. There was no known
disagreement with Mr. Peterson on any matter relating to the Company’s
operations, policies or practices and Mr. Peterson will continue to serve
as a member of the Company’s Board of Directors and as Senior Vice
President.
Mr.
Mitchell has not had any material direct or indirect interest in any of our
transactions since the beginning of the Company’s last fiscal year or in any
currently proposed transaction.
(c) Appointment of Officer and
new Director. On October 20, 2010, Jeff R. Mitchell became Command
Center’s Chief Financial Officer. Mr. Mitchell, age 44, has also been
appointed as a member of the Board for a term running until Command Center’s
2011 Annual Meeting of Shareholders.
Prior to
joining Command Center, Mr. Mitchell had served since September of
2005 as the CFO of Select Staffing, a full-service national staffing company
based in Santa Barbara, California. During the ten years prior to assuming the
CFO position at Select Staffing, he was CEO of Compensation Advisors LLC from
October ’04 to September ’05 and served as COO/CFO and VP of Risk Management for
Wasatch Property Management and its subsidiary, Freedom Advisors LLC, from June
’03 to October ’04. Prior to joining Wasatch, Mr. Mitchell had served from
December ’98 through June ’03 as Director of Financial Services (North America)
and Controller (North & South America) for a Rio Tinto subsidiary, Rio Tinto
PLC & Kennecott Exploration Company. Previously, he gained
extensive audit experience while servicing the clients of Price Waterhouse (now
PricewaterhouseCoopers) in Salt Lake City.
The Board
believes that Mr. Mitchell will bring to the Board extensive staffing industry
and financial resources expertise. He has strong financial management
skills and business experience, demonstrated in prior executive-level
positions. With the addition of Mr. Mitchell, the Board will consist
of six directors. As of the date of this Current Report on Form 8-K,
the Board Committee or Committees on which Mr. Mitchell will serve have not been
determined. As an employee director, Mr. Mitchell will receive no
additional compensation for membership on the Board or any of its
Committees.
In
connection with Mr. Mitchell’s appointment on October 20, 2010, Command Center
and Mr. Mitchell entered into an Executive Employment Agreement (the
“Agreement”). The Agreement was approved by Command Center’s
Board.
A summary
of the key terms of Mr. Mitchell’s Agreement is as follows:
|
·
|
Commencing
October 20, 2010, Mr. Mitchell’s base salary will be $185,000, and his
annual bonus opportunity at target performance will be at least 100% of
his annual Base Salary. Payment of the annual bonus is subject
to meeting performance measures established from time to
time. Mr. Mitchell is not guaranteed the payment of any annual
bonus.
|
|
·
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Commencing
October 20, 2010, Mr. Mitchell is also entitled to an additional bonus
opportunity in the form of an Acquisition Bonus for each acquisition
identified, investigated, evaluated and negotiated by Mr. Mitchell and
consummated by the Company. The Acquisition Bonus is payable for the first
two years following the date of consummation of an Acquisition
Transaction. The Acquisition Bonus is calculated based on the gross margin
realized by the Company from an entity acquired by the Company. The amount
of the potential Acquisition Bonus is attached as Exhibit A, to Exhibit
10.1 attached hereto. Mr. Mitchell is not guaranteed the payment of any
Acquisition Bonus.
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·
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As
of the date of the Agreement, Mr. Mitchell is entitled to an initial grant
of 250,000 shares of common stock, which will be restricted
securities under Rule 144.
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·
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In
the event of a change in control (as defined in the Agreement) or
termination without cause, Mr. Mitchell will continue to receive his base
Salary, maximum Base Bonus, and Acquisition Bonus for the remainder of the
then current Agreement.
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|
·
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Non
competition and Confidentiality provisions are applicable under the
Agreement.
|
|
·
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The
term of the Agreement (the “Employment Term”) ends on October 19,
2013. On October 19, 2013 and on October 19th of each
subsequent year, the Employment Term will automatically be extended for an
additional year unless either party gives written notice of its intention
not to extend the Employment Term. Command Center can terminate
the Agreement at any time. Mr. Mitchell may terminate the Agreement at any
time upon giving sixty days written notice to the
Company.
|
The
foregoing description of the Agreement is qualified in its entirety by reference
to the complete terms and conditions of such Agreement (a copy of which is filed
as Exhibit 10.1 to this Current Report on Form 8-K).
Item 7.01. Regulation
FD Disclosure.
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.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
10.1
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Executive
Employment Agreement, dated October 20, 2010, between the Registrant and
Jeff R. Mitchell
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99.1
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Press
Release issued by the Company on October 21,
2010
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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.
Command
Center, Inc.
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October
22, 2010
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/s/ Glenn Welstad
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Chief
Executive Office
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