Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - DLH Holdings Corp. | c18498exv99w1.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): June 1, 2011
TeamStaff, Inc.
(Exact name of registrant as specified in its charter)
| New Jersey | 0-18492 | 22-1899798 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 1 Executive
Drive Somerset, NJ |
08873 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (877) 523-9897
| (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:
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))
Item 1.01 Entry into a Material Definitive Agreement.
On June 1, 2011, TeamStaff, Inc. (the “Company”) entered into
a debenture purchase agreement (the “Purchase Agreement”) with
entities affiliated with Wynnefield Capital, Inc. (the
“Purchasers”), providing for a standby commitment pursuant to
which the Purchasers agreed to purchase convertible debentures
(the “Convertible Debentures”) in an aggregate principal
amount of up to $350,000 (the “Total Commitment Amount”).
During the 24-month commitment term, upon at least five (5)
days’ written notice by the Company, the Purchasers will
purchase Convertible Debentures in the aggregate principal
amount specified in such notice up to the Total Commitment
Amount. In addition, the Company issued the Purchasers
warrants to purchase an aggregate of 53,846 shares of common
stock (the “Warrants”) in consideration of their agreement to
provide the Total Commitment Amount. As of the date of this
Current Report, no Convertible Debentures have been sold by
Company. The Company intends to use any proceeds resulting
from the sale of the Convertible Debentures for working
capital and general corporate purposes.
The Convertible Debentures will mature on the 27-month
anniversary of issuance and bear interest at the rate of the
greater of the prime rate plus 5%, or 10% per annum, payable
at maturity or upon redemption of such Convertible Debentures.
The Convertible Debentures are convertible into shares of the
Company’s common stock at an initial conversion price of $1.30
per share. The initial conversion rate is subject to
adjustment to account for certain customary events and also
will include weighted-average anti-dilution protection for
future issuances by the Company, subject to certain
exclusions. The Company can also redeem the outstanding
Convertible Debentures at any time at 120% of the remaining
principal amount, plus accrued but unpaid interest. The
Warrants will be exercisable for five years at an initial
exercise price equal to $1.00. The initial exercise price of
the Warrants is subject to adjustment for certain customary
events and includes weighted average anti-dilution protection
for future issuances by the Company, subject to certain
exclusions.
In connection with the parties’ entry into the Purchase
Agreement, the Company, TeamStaff Government Solutions, Inc.,
the Purchasers and Presidential Financial Corporation entered
into subordination agreements concerning the terms of the
subordination of the Convertible Debentures to the secured
loan facility provided by Presidential Financial Corporation.
Under the subordination agreements, the Company may not make
payments to the Purchasers under the Convertible Debentures
unless before and following such payments, no “Event of
Default” exists under the secured loan facility.
The Purchasers are entities affiliated with Wynnefield
Capital, Inc., the Company’s largest shareholder. Mr. Peter
Black, a member of the Company’s Board of Directors, is an
employee of Wynnefield Capital. The Convertible Debentures and
Warrants will be restricted securities issued in reliance upon
the exemption from registration provided by Section 4(2) of
the Securities Act of 1933, as amended (the “Securities Act”).
On June 7, 2011, the Company issued a press release announcing
its execution of the Purchase Agreement. A copy of this press
release is filed herewith as Exhibit 99.1.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
To the extent required to be disclosed pursuant to Item 2.03
of Form 8-K, the information set forth in Item 1.01 is
incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in “Item 1.01. Entry into a Material
Definitive Agreement” regarding the standby commitment and
issuance of warrants is incorporated herein by reference.
The securities issuable under the Purchase Agreement were
offered and sold in a private placement to accredited
investors (as such term is defined in Rule 501(a), as
promulgated under the Securities Act), without registration
under the Securities Act and the securities laws of certain
states, in reliance on the exemption provided by Section 4(2)
of the Securities Act and similar exemptions under applicable
state laws. The securities sold in the foregoing transaction
may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.
2
Item 5.02 Other Events.
As of June 1, 2011, the Company entered into amendments to its
employment agreements with each of Mr. Zachary C. Parker, Mr.
John E. Kahn and Mr. John F. Armstrong pursuant to which each
person agreed to amend their employment agreements to modify
the definition of the term “change in control” as set forth in
person’s employment agreement so as to provide assurances that
the consummation of the transactions described in Item 1.01 of
this Current Report would not result in a change in control of
the Company under the definition of such term as it existed
prior to the amendment.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
99.1
|
Press Release of TeamStaff, Inc. |
3
SIGNATURE
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.
TeamStaff, Inc.
| By: | /s/ Zachary C. Parker | |||
| Name: | Zachary C. Parker | |||
| Title: | President and Chief Executive Officer | |||
Date: June 7, 2011
4
EXHIBIT INDEX
| Exhibit | ||
| Number | Description | |
99.1
|
Press Release of TeamStaff, Inc. |
5