Attached files
| file | filename |
|---|---|
| EX-99.2 - EXHIBIT 99.2 - BGSF, INC. | ex992pricing05-25x18.htm |
| EX-99.1 - EXHIBIT 99.1 - BGSF, INC. | ex991announces05-24x18.htm |
| EX-5.1 - EXHIBIT 5.1 - BGSF, INC. | ex51legalityopinion05-24x18.htm |
| EX-1.1 - EXHIBIT 1.1 - BGSF, INC. | ex11underwritingagrmt05-25.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):
May 25, 2018
BG STAFFING, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 001-36704 | 26-0656684 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (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)) | |
Item 1.01 | Entry into a Material Definitive Agreement. |
Underwriting Agreement
On May 25, 2018, BG Staffing, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Roth Capital Partners, LLC (“Roth Capital Partners”) and Taglich Brothers, Inc. ("Taglich Brothers", and, collectively with Roth Capital Partners, the “Representatives”), as the representatives of the several underwriters identified therein (collectively, the “Underwriters”), pursuant to which the Company agreed to offer and sell 1,125,000 shares of the Company’s common stock, $0.01 par value (the “Common Stock”), at a price to the public of $18.00 per share ($16.74 per share net of underwriting discounts and commissions). Under the terms of the Underwriting Agreement, the Company also granted the Representatives an option, exercisable for 30 days, to purchase up to an additional 168,750 shares of Common Stock solely to cover over-allotments, if any.
The Company estimates that the net proceeds from this offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, will be approximately $18.6 million. If the Representatives exercise their over-allotment option in full, net proceeds from the offering are expected to be approximately $21.4 million. The closing of the offering is expected to take place on May 30, 2018, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds received from the sale of the Common Stock to reduce outstanding indebtedness and for general corporate purposes; however, a portion of the net proceeds may also be used to cancel outstanding stock options currently held by L. Allen Baker, Jr., BG Staffing's president and chief executive officer.
The Common Stock will be issued pursuant to a registration statement on Form S-3 that the Company filed with the Securities and Exchange Commission, which became effective on December 21, 2017 (File No. 333-222058).
The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Representatives, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties, covenants and agreements contained in the Underwriting Agreement are solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
Relationships
Under the rules of the Financial Industry Regulatory Authority (“FINRA”), Taglich Brothers has a conflict of interest in the offering since certain of Taglich Brother’s affiliates beneficially own approximately 12% of the Company’s Common Stock. Specifically, Michael N. Taglich, who beneficially owns approximately 6% of the Company’s Common Stock, is a principal and the president and chairman of Taglich Brothers, and Robert F. Taglich, who beneficially owns approximately 6% of the Company’s Common Stock, is a principal and a managing director of Taglich Brothers. Moreover, Douglas E. Hailey, who is an employee of Taglich Brothers, is a member of the Company’s board of directors. Accordingly, the offering was made in compliance with the applicable provisions of FINRA Rule 5121, which requires that a “qualified independent underwriter” as defined in FINRA Rule 5121(f)(12) participate in the preparation of the registration statement and prospectus and exercise its usual standards of due diligence in respect thereto. Roth Capital Partners has assumed the responsibilities of acting as the qualified independent underwriter in the offering.
The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report and is incorporated by reference. The description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to such exhibit. A copy of the legal opinion and consent of Norton Rose Fulbright US LLP relating to the validity of the Common Stock to be issued in the offering is attached as Exhibit 5.1 hereto.
Item 8.01 | Other Events. |
On May 24, 2018 and May 25, 2018, the Company issued a press release announcing the commencement and pricing, respectively, of the offering of the Company’s Common Stock described in Item 1.01 of this Current Report. The press releases are filed as Exhibits 99.1 and 99.2, respectively, to this Current Report and are incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit No. | Description | ||
1.1 | Underwriting Agreement, dated | May 25, 2018 | |
5.1 | Opinion of Norton Rose Fulbright US LLP as to the legality of the shares | ||
23.1 | Consent of Norton Rose Fulbright US LLP (included in Exhibit 5.1) | ||
99.1 | Press release dated | May 24, 2018 | |
99.2 | Press release dated | May 25, 2018 | |
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: | May 25, 2018 | /s/ Dan Hollenbach | |
Name: Title: | Dan Hollenbach Chief Financial Officer and Secretary (Principal Financial Officer) | ||
EXHIBIT INDEX
Exhibit No. | Description | ||
1.1 | May 25, 2018 | ||
5.1 | |||
23.1 | |||
99.1 | May 24, 2018 | ||
99.2 | May 25, 2018 | ||