Current Report Filing (8-k)
22 1월 2015 - 7:12AM
Edgar (US Regulatory)
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
January 15,
2015
Date of Report
(Date of earliest
event reported)
Corporate
Resource Services, Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
1-36060 |
80-0551965 |
(State or other jurisdiction |
(Commission |
(IRS Employer Identification |
of incorporation) |
File Number) |
No.) |
160 Broadway
13th Floor, New York, NY 10038
(Address of principal
executive offices and zip code)
(646)
443-2380
(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 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)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.04 | Triggering Events That Accelerate or Increase a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement. |
In their amendment ( the “Amendment”) to their account
purchase agreements (each an “Account Purchase Agreement”) with Wells Fargo Bank, National Association (“Wells
Fargo”) dated as of December 3, 2014, Corporate Resource Services, Inc. (“CRS”) and each of its subsidiaries,
Corporate Resource Development Inc., Diamond Staffing Services, Inc., Insurance Overload Services, Inc., TS Staffing Services,
Inc., Accountabilities, Inc. and Integrated Consulting Group, Inc. (together the “Company”), agreed to (a) deliver
to Wells Fargo, on or before December 19, 2014, a proposal letter (the “Proposal Letter”) to provide debt or equity
financing to the Company in an amount no less than, and the proceeds of which to be used to repay in cash in full, all indebtedness,
liabilities and obligations of the Company and its affiliates to Wells Fargo under the Account Purchase Agreements and related
documents, (b) deliver to Wells Fargo, on or before January 15, 2015, a commitment letter (the “Commitment Letter”)
with respect to such financing proposal, and (c) repay all amounts owing to Wells Fargo under the Account Purchase Agreements on
or before January 31, 2015. The Company timely delivered the Proposal Letter and continues to work with the issuer of such financing
proposal on the financing described therein, but the Company failed to timely deliver the Commitment Letter. In addition, the Company
reported to Wells Fargo on January 15, 2015, through submission of a report first due on December 15, 2014, that it was not in
compliance with the Tangible Net Worth covenant under the Account Purchase Agreements as of November 30, 2014, and the Company
has not yet delivered to Wells Fargo its December 2014 monthly report, due by January 15, 2015. These failures and noncompliances
constitute and result in defaults under the Account Purchase Agreements. We are currently in discussions regarding a potential
waiver of the failures and noncompliances and to extend the January 31, 2015 repayment deadline.
The
terms of the Amendment and each such Account Purchase Agreement were previously described in Items 1.01 and 2.03 of the Forms
8-K listed below, which are incorporated herein by reference:
| · | Form 8-K filed with the Securities Exchange
Commission (“SEC”) on September 1, 2010 relating to the Account Purchase Agreement between Insurance Overload Services,
Inc., a Delaware Corporation (“Insurance Overload”), and Wells Fargo dated as of August 27, 2010; |
| · | Form 8-K filed with the SEC on November
5, 2010 relating to the Account Purchase Agreement between Corporate Resource Development, Inc., a Delaware Corporation (“CRD”),
and Wells Fargo dated as of November 2, 2010; |
| · | Form 8-K filed with the SEC on February
1, 2011 relating to the Account Purchase Agreement between Diamond Staffing Services, Inc., a Delaware Corporation (“Diamond”),
and Wells Fargo dated as of January 31, 2011; |
| · | Form 8-K filed with the SEC on November
25, 2011 relating to the Amended and Restated Account Purchase Agreement between TS Staffing Services, Inc., a Texas Corporation
(“TS Staffing”), and Wells Fargo, dated as of November 21, 2011; and |
| · | Form 8-K filed with the SEC on June 21,
2013 relating to the Account Purchase Agreement and amendment hereto between Accountabilities, Inc., a Delaware Corporation (“Accountabilities”),
and Wells Fargo dated as of June 13, 2013. |
| · | Form 8-K filed with the SEC on June 26,
2014 reporting that each of CRS, Accountabilities; Diamond, Insurance Overload, TS Staffing, CRD and Integrated Consulting Group,
Inc. (“Integrated”) executed an amendment to their Account Purchase Agreement that effectively extends their
term through June 30, 2015, provides for an aggregate of $80.0 million in financing of receivables at an annual rate equal to LIBOR
plus 4.25% to 6.17%, establishes financial covenants, and provides for other fees over the course of the term. Integrated and Wells
Fargo entered into an account purchase agreement as of November 1, 2013. |
| · | Form 8-K filed with the SEC on December
9, 2014 relating to the Amendment and Account Purchase Agreements. |
| Item 9.01 | Financial Statements and Exhibits. |
None.
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
thereunto duly authorized.
Date: January 21, 2015 |
Corporate Resource Services, Inc. |
|
|
|
|
By |
/s/John P. Messina, Sr. |
|
Name: John P. Messina, Sr. |
|
Title: Chief Executive Officer |
Corporate Resource Servi... (CE) (USOTC:CRRSQ)
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Corporate Resource Servi... (CE) (USOTC:CRRSQ)
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