UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR (g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Staffing
360 Solutions, Inc.
|
| (Exact
name of registrant as specified in its charter) |
| Delaware |
|
68-0680859 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
| |
|
|
757
3rd Avenue
27th
Floor
New
York, NY |
|
10017 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Securities
to be registered pursuant to Section 12(b) of the Act:
Title
of Each Class
to
be so registered |
|
Name
of each exchange on which
each
class is to be registered |
| Preferred
Share Purchase Right |
|
The
Nasdaq Stock Market LLC |
If
this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant
to General Instruction A.(c) or (e), check the following box. ☐
If
this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant
to General Instruction A.(d) or (e), check the following box. ☐
If
this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box ☐
| Securities
Act registration statement or Regulation A offering statement file number to which this form relates: |
N/A |
| |
(if
applicable) |
Securities
to be registered pursuant to Section 12(g) of the Act:
N/A
(Title of class)
| Item
1. |
Description
of Registrant’s Securities to be Registered. |
On
September 27, 2023 the Board of Directors (the “Board”) of Staffing 360 Solutions, Inc. (the “Company”) declared
a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock, par value $0.00001
per share, of the Company (the “Common Stock”) and .3889 Rights for each outstanding share of Series H Convertible Preferred
Stock, par value $0.00001 per share, of the Company (the “Series H Preferred Stock” and together with the Common Stock, the
“Voting Stock”). The dividend is payable on October 21, 2023 to the stockholders of record at the close of business on October
21, 2023 (the “Record Date”). Each Right initially entitles the registered holder to purchase from the Company one one-thousandth
of a share of Series A Junior Participating Preferred Stock, par value $0.00001 per share, of the Company (the “Preferred Stock”)
at a price of $2.75 per one one-thousandth of a share of Preferred Stock (the “Purchase Price”), subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement, dated as of October 1, 2023, as the same may be amended from
time to time (the “Rights Agreement”), between the Company and Securities Transfer Corporation, as Rights Agent.
Until
the close of business on the earlier of (i) 10 business days following the first date of public announcement (which, for purposes of
this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”)) by the Company or an Acquiring Person (as defined below) that an Acquiring Person has become
such, or such other date, as determined by the Board, on which a Person has become an Acquiring Person, or (ii) 10 business days (or
such later date as may be determined by action of the Board prior to such time as any person or group of affiliated or associated persons
becomes an Acquiring Person) after the date of the commencement of, or the first public announcement of an intention to commence, a tender
or exchange offer the consummation of which would result in any person or group of affiliated or associated persons becoming an Acquiring
Person (the earlier of such dates being called the “Distribution Date”), (x) the Rights will be evidenced by the certificates
representing the Voting Stock registered in the names of the holders thereof (or by book entry shares in respect of such Voting Stock)
and not by separate Right Certificates (as defined below), and (y) the Rights will be transferable only in connection with the transfer
of Voting Stock.
Until
the Distribution Date (or earlier expiration of the Rights), (i) new Voting Stock certificates issued after the Record Date upon transfer
or new issuances of Voting Stock will contain a legend incorporating the terms of the Rights Agreement by reference, and (ii) the surrender
for transfer of any certificates representing Voting Stock (or book entry shares of Voting Stock) outstanding as of the Record Date will
also constitute the transfer of the Rights associated with the shares of Voting Stock represented thereby. As soon as practicable following
the Distribution Date, separate certificates evidencing the Rights (“Right Certificates”) will be mailed to holders of record
of the Voting Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the
Rights.
Except
as otherwise provided in the Rights Agreement, the Rights are not exercisable until the Distribution Date. The Rights will expire on
the earliest of (i) October 2, 2026 or such later date as may be established by the Board prior to the expiration of the Rights, (ii)
the time at which the Rights are redeemed pursuant to the terms of the Rights Agreement, (iii) the closing of any merger or other acquisition
transaction involving the Company pursuant to an agreement of the type described in the Rights Agreement at which time the Rights are
terminated, or (iv) the time at which such Rights are exchanged pursuant to the terms of the Rights Agreement.
The
Purchase Price payable, and the number of shares of Preferred Stock or other securities or property issuable, upon exercise of the Rights
is subject to adjustment from time to time, among others, (i) in the event of a stock dividend on, or a subdivision, combination or reclassification
of, the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for or purchase
Preferred Stock at a price, or securities convertible into Preferred Stock with a conversion price, less than the then-current market
price of the Preferred Stock, or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets
(excluding regular periodic cash dividends or dividends payable in Preferred Stock) or of subscription rights or warrants (other than
those referred to above).
The
number of outstanding Rights is subject to adjustment in the event of a stock dividend on any class or series of Voting Stock payable
in shares of a class or series of Voting Stock or subdivisions, consolidations or combinations of any class or series of Voting Stock
occurring, in any such case, prior to the Distribution Date.
Shares
of Preferred Stock purchasable upon exercise of the Rights will not be redeemable. Each share of Preferred Stock will be entitled, when,
as and if declared, to a minimum preferential quarterly dividend payment of the greater of (a) $10.00 and (b) the sum of (1) 1,000 (subject
to adjustments for stock dividends, stock splits, or stock combinations) times the aggregate per share amount of all cash dividends,
plus (2) 1,000 (subject to adjustments for stock dividends, stock splits, or stock combinations) times the aggregate per share amount
(payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock, or a subdivision
of the outstanding shares of Common Stock (by reclassification or otherwise), in each case declared on the Common Stock. In the event
of liquidation, dissolution or winding up of the Company, the holders of the Preferred Stock will be entitled to a minimum preferential
payment of the greater of (a) $10.00 per share (plus any accrued but unpaid dividends and distributions), and (b) an amount equal to
1,000 times (subject to adjustments for stock dividends, stock splits, or stock combinations) made per share amount of all cash and other
property to be distributed in respect of Common Stock. Each share of Preferred Stock will be initially entitled to 1,000 votes (subject
to adjustment for stock dividends, stock splits, or stock combinations). In addition to voting together with the holders of Common Stock
for the election of other directors of the Company, the holders of Preferred Stock, voting separately as a class to the exclusion of
the holders of Common Stock, shall be entitled at the meeting of stockholders (and at each subsequent annual meeting of stockholders),
unless all dividends in arrears on the Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for
the election of two directors of the Company. Holders of Preferred Stock shall otherwise have no special voting rights and their consent
shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any
corporate action, other than as required by law.
In
the event of any merger, consolidation, combination or other transaction in which outstanding shares of Common Stock are converted or
exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the aggregate amount of stock, securities, cash and/or
any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged.
In
the event that any person or group of affiliated or associated persons becomes an Acquiring Person (the first occurrence of such event,
a “Flip-In Event”), each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereupon
become void), will thereafter have the right to receive upon exercise of a Right that number of shares of Common Stock equal to the number
of shares of Common Stock obtained by dividing the Purchase Price (subject to adjustments) by 50% of the current per share market price
of the Common Stock on the date of the Flip-In Event. Except in certain situations, a person or group of affiliated or associated persons
becomes an “Acquiring Person” upon acquiring beneficial ownership of 10% (20% in the case of a Passive Investor (as defined
in the Rights Agreement)) or more in voting power of the shares of Voting Stock then outstanding, subject to certain exclusions. Under
the Rights Agreement, a “Passive Investor” is generally a person who or which has reported or is required to report beneficial
ownership of shares of Voting Stock on Schedule 13G under the Exchange Act. Certain synthetic interests in securities created by derivative
positions are treated under the Rights Agreement as beneficial ownership of the number of shares of Voting Stock equivalent to the economic
exposure created by the derivative security, to the extent actual shares of Voting Stock are directly or indirectly beneficially owned
by a counterparty to such derivative security.
In
the event that, after a Flip-In Event, the Company is acquired in a merger or other business combination transaction or 50% or more of
its consolidated assets or earning power are sold, proper provisions will be made so that each holder of a Right (other than Rights beneficially
owned by an Acquiring Person which will have become void) will thereafter have the right to receive upon the exercise of a Right that
number of shares of Common Stock equal to the result obtained by dividing the Purchase Price (subject to adjustments) by 50% of the current
per share market price of the common stock of such person(s) (or its parent) with whom the Company has engaged in the foregoing transaction.
At
any time after a Flip-In Event and prior to the acquisition by an Acquiring Person of 50% or more in voting power of the shares of Voting
Stock then outstanding, the Board may, at its option, exchange the Rights (other than Rights owned by such Acquiring Person which will
have become void), in whole or in part, for shares of Common Stock at an exchange ratio of one share of Common Stock per Right.
With
certain exceptions, no adjustment in the Purchase Price will be required unless such adjustment would require an increase or decrease
of at least 1% in such Purchase Price. No fractional shares of Preferred Stock or Common Stock will be issued (other than fractions of
Preferred Stock which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company,
be evidenced by depositary receipts), and in lieu thereof an adjustment in cash will be made based on the current market price of the
Preferred Stock or the Common Stock.
At
any time prior to a Flip-In Event, the Board may redeem all but not less than the then outstanding Rights at a price of $0.01 per Right,
subject to adjustment (the “Redemption Price”) payable, at the option of the Company, in cash, shares of Common Stock or
such other form of consideration as the Board shall determine. The redemption of the Rights may be made effective at such time, on such
basis and with such conditions as the Board in its sole discretion may establish. Immediately upon any redemption of the Rights, the
right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price.
For
so long as the Rights are then redeemable, the Company may, in its sole discretion, except with respect to the Redemption Price, supplement
or amend any provision in the Rights Agreement without the approval of any holders of the Rights. After the Rights are no longer redeemable,
the Company may, except with respect to the Redemption Price, supplement or amend the Rights Agreement without the approval of any holders
of Rights, provided that no such supplement or amendment may adversely affect the interests of holders of the Rights, cause the Rights
Agreement to become amendable contrary to the provisions of the Rights Agreement, or cause the Rights to again to become redeemable.
Until
a Right is exercised or exchanged, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends.
As
of October 1, 2023, there were 5,601,020 shares of Common Stock issued and outstanding, and an additional 195,000 shares
of Common Stock reserved for issuance under the Company’s existing benefit plans. As of October 1, 2023, there were 9,000,000 shares
of Series H Preferred Stock issued and outstanding, which shares were convertible into a total of approximately 350,004 shares
of Common Stock. The Common Stock and Series H Preferred Stock vote on all matters submitted to stockholders generally, as a single class,
on an as-converted to Common Stock basis. One hundred thousand shares of Preferred Stock have been reserved for issuance upon the exercise
of the Rights.
The
Certificate of Designation of Series A Junior Participating Preferred Stock and the Rights Agreement are attached hereto as Exhibit 3.1
and Exhibit 4.1, respectively. The description of the Preferred Stock and the Rights Agreement herein do not purport to be complete and
are qualified in their entirety, as applicable, by reference to Exhibit 3.1 and Exhibit 4.1, respectively.
SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
| Date:
October 2, 2023 |
Staffing
360 Solutions, Inc. |
| |
|
| |
By: |
/s/
Brendan Flood |
| |
Name: |
Brendan
Flood |
| |
Title: |
Chairman
and Chief Executive Officer |
Staffing 360 Solutions (NASDAQ:STAF)
과거 데이터 주식 차트
부터 4월(4) 2024 으로 5월(5) 2024
Staffing 360 Solutions (NASDAQ:STAF)
과거 데이터 주식 차트
부터 5월(5) 2023 으로 5월(5) 2024
