Attached files
| file | filename |
|---|---|
| EX-99.3 - EXHIBIT 99.3 - BGSF, INC. | exhibit99306-15x17.htm |
| EX-99.2 - EXHIBIT 99.2 - BGSF, INC. | exhibit99206-15x17.htm |
| EX-23.1 - EXHIBIT 23.1 - BGSF, INC. | exhibit23106-15x17.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM 8‑K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
___________
Date of Report (Date of earliest event reported):
April 3, 2017
__________
BG STAFFING, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware (State or Other Jurisdiction of Incorporation) | 001-36704 (Commission File Number) | 26-0656684 (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:
[ ] 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))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
EXPLANATORY NOTE
BG Staffing, Inc. (the “Company” or “we” or “us”) filed a Form 8-K with the Securities and Exchange Commission on April 6, 2017 (the “Original Filing”) to report the completion of its acquisition of substantially all of the assets, and certain of the liabilities, of Zycron, Inc. In the Original Filing, we stated that required financial statements and pro forma financial information would be filed by amendment within seventy-one (71) calendar days from the date that the Original Filing was required to be filed. This Form 8-K/A is being filed to amend Item 9.01 of the Original Filing to provide the required financial statements and pro forma financial information described under Item 9.01 below. No other amendments are being made to the Original Filing.
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Item 9.01 | Financial Statements and Exhibits |
(a) | Financial statements of businesses acquired | |
The audited financial statements of Zycron, Inc. as of and for the year ended December 31, 2016, and unaudited financial statements as of March 31, 2017 and for the three months ended March 31, 2017 and 2016 and the notes thereto, are filed as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated herein by reference. | ||
(b) | Pro forma financial information | |
The unaudited pro forma condensed combining balance sheet as of March 26, 2017, and the unaudited pro forma condensed combining statements of operations for the quarterly fiscal period ended March 26, 2017 and fiscal year ended December 25, 2016, and the notes thereto, are filed as Exhibit 99.3 to this Current Report on Form 8-K/A and are incorporated herein by reference. | ||
(d) | Exhibits | |
2.1 | ASSET PURCHASE AGREEMENT dated, as of April 3, 2017, by and between BG Staffing, Inc., BG Staffing, LLC, Zycron Inc., and Darrell S. Freeman (incorporated by reference to the Company’s Current Report on Form 8-K filed on April 6, 2017). | |
10.1 | Amended and Restated Credit Agreement, dated as of April 3, 2017, among BG Staffing, Inc., as borrower, the Lenders from time to time party hereto, and Texas Capital Bank, National Association, as administrative agent, swing line lender, sole lead arranger, and sole book runner (incorporated by reference to the Company’s Current Report on Form 8-K filed April 6, 2017). | |
23.1 | Consent of Independent Auditors. | |
99.1 | Earnings Release, dated April 6, 2017 (incorporated by reference to the Company’s Current Report on Form 8-K filed on April 6, 2017). | |
99.2 | Audited financial statements of Zycron, Inc. as of and for the year ended December 31, 2016, and the notes thereto, and the unaudited financial statements of Zycron, Inc. as of March 31, 2017 and for the quarters ended March 31, 2017 and 2016, and the notes thereto. | |
99.3 | Unaudited pro forma condensed combining balance sheet as of March 26, 2017, and the unaudited pro forma condensed combining statements of operations for the quarter fiscal period ended March 26, 2017 and fiscal year ended December 25, 2016, and the notes thereto. | |
* | Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. BG Staffing, Inc. hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission. | |
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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.
BG STAFFING, INC. | |||
Date: | June 15, 2017 | /s/ Dan Hollenbach | |
Name: | Dan Hollenbach | ||
Title: | Chief Financial Officer and Secretary | ||
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EXHIBIT INDEX
Exhibit No. | Description |
2.1 | ASSET PURCHASE AGREEMENT dated, as of April 3, 2017, by and between BG Staffing, Inc., BG Staffing, LLC, Zycron Inc., and Darrell S. Freeman (incorporated by reference to the Company’s Current Report on Form 8-K filed on April 6, 2017). |
10.1 | Amended and Restated Credit Agreement, dated as of April 3, 2017, among BG Staffing, Inc., as borrower, the Lenders from time to time party hereto, and Texas Capital Bank, National Association, as administrative agent, swing line lender, sole lead arranger, and sole book runner (incorporated by reference to the Company’s Current Report on Form 8-K filed April 6, 2017). |
23.1 | Consent of Independent Auditors. |
99.1 | Earnings Release, dated April 6, 2017 (incorporated by reference to the Company’s Current Report on Form 8-K filed on April 6, 2017). |
99.2 | Audited financial statements of Zycron, Inc. as of and for the year ended December 31, 2016, and the notes thereto, and the unaudited financial statements of Zycron, Inc. as of March 31, 2017 and for the quarters ended March 31, 2017 and 2016, and the notes thereto. |
99.3 | Unaudited pro forma condensed combining balance sheet as of March 26, 2017, and the unaudited pro forma condensed combining statements of operations for the quarter fiscal period ended March 26, 2017 and fiscal year ended December 25, 2016, and the notes thereto. |
* | Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. BG Staffing, Inc. hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission. |
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