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
February 5,
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 No.) |
| of
incorporation) |
File Number) |
|
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 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 5, 2015, Messrs. Thomas Clarke,
Sylvan Holzer and Larry Melby, the members of the Audit Committee of the Board of Directors of Corporate Resource Services, Inc.
(the “Company”), each submitted his resignation as a member of the Board of Directors and Audit Committee of the Company
effective on such date.
Each of the resignation letters indicated
that the former director first learned of the previously reported unpaid federal payroll tax liability of TS Employment, Inc.
(“TSE”) and related problems on January 29, 2015. The letters indicated that the Audit Committee immediately commenced
work to understand the applicable facts and circumstances and to take all appropriate action, including, commencing an independent
investigation as to all pertinent matters. The Audit Committee immediately notified management of its intentions and engaged independent
counsel to conduct an investigation under the Audit Committee’s direction.
The letter reported that on February 5, 2014
Wells Fargo, which has sole control of the Company’s financing, notified the Audit Committee that it refuses to provide
any funding for the Audit Committee’s investigation or to allow any Company funds at all to be used for an investigation.
The letter also reported that management of the Company advised the Audit Committee that there is no other funding available for
such investigation.
The three members of the Audit Committee indicated
that based on their inability to obtain funding to conduct the necessary investigation and other concerns about the situation,
including the related party relationships between the Company and TSE, they were resigning from the Board of Directors and its
committees.
The Company provided Messrs. Clarke, Holzer
and Melby with a copies of the disclosure set forth in this Item 5.02 and has requested that each of them furnish the Company
with a letter addressed to the SEC stating whether or not they agree with the statements made herein, each as required by applicable
SEC rules.
The resignation letters of Messrs. Clarke,
Holzer and Melby are provided as Exhibits to this Current Report on Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
| Exhibit No. |
|
Description |
| |
|
|
| 99.1 |
|
Resignation letter dated February 5, 2015
received from Thomas J. Clarke, Jr. |
| |
|
|
| 99.2 |
|
Resignation letter dated February 5, 2015
received from Sylvan Holzer. |
| |
|
|
| 99.3 |
|
Resignation letter dated February 5, 2015
received from Larry Melby. |
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.
|
Corporate Resource Services, Inc. |
| Date: February 10, 2015 |
|
| |
|
| |
By |
/s/ John P. Messina, Sr. |
| |
Name: John P. Messina, Sr. |
| |
Title: Chief Executive Officer |
Exhibit 99.1
Resignation Letter
February 5, 2015
Gina L. Russo, Esq.
Secretary
Corporate Resource Services, Inc.
160 Broadway, 13th Floor
New York, New York 10038
| Re: | | Corporate Resource Services, Inc. |
Dear Ms. Russo:
As you know, two days ago the management of
Corporate Resource Services publicly disclosed on a Form 8-K that:
| · | TS Employment, Inc. (“TSE”) has a material unpaid federal payroll tax liability. |
| · | On January 28, 2015, Wells Fargo informed the Company that, based on concerns regarding this material
payroll tax liability and its potential adverse effects on TSE and the Company as well as the Company’s previously reported
compliance failures, Wells Fargo would need to reconsider funding the Company’s operations through the Account Purchase Agreement. |
| · | The Audit Committee has retained counsel to conduct an independent investigation of certain of
the matters described above. |
The members of the Audit
Committee, including myself, first learned of the unpaid federal payroll tax liability and related problems on January 29, 2015.
The Audit Committee collectively and immediately commenced work to understand the applicable facts and circumstances and to take
all appropriate action. As noted, that action included commencing an independent investigation as to all pertinent matters. The
Audit Committee immediately notified management of its intentions and engaged Hughes Hubbard & Reed LLP as its counsel to conduct
that investigation under the Audit Committee’s direction.
Notwithstanding the Audit
Committee’s immediate mobilization, only today we were advised by Wells Fargo, which has sole control of the Company’s
financing, that it expressly and unequivocally refuses to provide any funding for the Audit Committee’s investigation or
to allow any Company funds at all to be used for an investigation. Further, management has advised the Audit Committee that there
is no other funding whatsoever available for such investigation. This leaves the Audit Committee paralyzed from taking action,
in direct contravention of the well establish legal and policy imperatives applicable to it, including under The Dodd Frank Act,
its fiduciary duties to stockholders, and other standards that demand audit committees be assured access to proper advisors and
financing to execute their responsibilities.
The foregoing concerns
are exacerbated not only by the apparent malfeasance that requires immediate remediation for the benefit of our stockholders, but
also by the obvious related party relationships between TSE and the Company. We believe the circumstances clearly call for complete
independence in immediate investigations. We are additionally concerned that the Company’s inexplicable delay in issuing
and enforcing a document hold may jeopardize any investigation and invoke the possibility of criminal liability if relevant documents
are destroyed.
Nonetheless, all of the
members of the Audit Committee have been effectively obstructed by the positions of the Company and Wells Fargo. Accordingly and
regrettably, I hereby resign my position as a member of the Board of Directors and all committees thereof of Corporate Resource
Services effective immediately. I note that this action is only taken after the members of the Audit Committee have exhausted our
efforts to overcome the obstacles to conducting an independent investigation and executing our duties to the Company’s stockholders.
[Signature page follows]
Signature page to Resignation Letter dated February
5, 2015.
| |
/s/ Thomas J. Clarke, Jr |
|
| |
Thomas J. Clarke, Jr |
Exhibit 99.2
Resignation Letter
February 5, 2015
Gina L. Russo, Esq.
Secretary
Corporate Resource Services, Inc.
160 Broadway, 13th Floor
New York, New York 10038
| Re: | | Corporate Resource Services, Inc. |
Dear Ms. Russo:
As you know, two days ago the management of
Corporate Resource Services publicly disclosed on a Form 8-K that:
| · | TS Employment, Inc. (“TSE”) has a material unpaid federal payroll tax liability. |
| · | On January 28, 2015, Wells Fargo informed the Company that, based on concerns regarding this material
payroll tax liability and its potential adverse effects on TSE and the Company as well as the Company’s previously reported
compliance failures, Wells Fargo would need to reconsider funding the Company’s operations through the Account Purchase Agreement. |
| · | The Audit Committee has retained counsel to conduct an independent investigation of certain of
the matters described above. |
The members of the Audit
Committee, including myself, first learned of the unpaid federal payroll tax liability and related problems on January 29, 2015.
The Audit Committee collectively and immediately commenced work to understand the applicable facts and circumstances and to take
all appropriate action. As noted, that action included commencing an independent investigation as to all pertinent matters. The
Audit Committee immediately notified management of its intentions and engaged Hughes Hubbard & Reed LLP as its counsel to conduct
that investigation under the Audit Committee’s direction.
Notwithstanding the Audit
Committee’s immediate mobilization, only today we were advised by Wells Fargo, which has sole control of the Company’s
financing, that it expressly and unequivocally refuses to provide any funding for the Audit Committee’s investigation or
to allow any Company funds at all to be used for an investigation. Further, management has advised the Audit Committee that there
is no other funding whatsoever available for such investigation. This leaves the Audit Committee paralyzed from taking action,
in direct contravention of the well establish legal and policy imperatives applicable to it, including under The Dodd Frank Act,
its fiduciary duties to stockholders, and other standards that demand audit committees be assured access to proper advisors and
financing to execute their responsibilities.
The foregoing concerns
are exacerbated not only by the apparent malfeasance that requires immediate remediation for the benefit of our stockholders, but
also by the obvious related party relationships between TSE and the Company. We believe the circumstances clearly call for complete
independence in immediate investigations. We are additionally concerned that the Company’s inexplicable delay in issuing
and enforcing a document hold may jeopardize any investigation and invoke the possibility of criminal liability if relevant documents
are destroyed.
Nonetheless, all of the
members of the Audit Committee have been effectively obstructed by the positions of the Company and Wells Fargo. Accordingly and
regrettably, I hereby resign my position as a member of the Board of Directors and all committees thereof of Corporate Resource
Services effective immediately. I note that this action is only taken after the members of the Audit Committee have exhausted our
efforts to overcome the obstacles to conducting an independent investigation and executing our duties to the Company’s stockholders.
[Signature page follows]
Signature page to Resignation Letter dated February
5, 2015.
| |
/s/ Sylvan Holzer |
|
| |
Sylvan Holzer |
Exhibit 99.3
Resignation Letter
February 5, 2015
Gina L. Russo, Esq.
Secretary
Corporate Resource Services, Inc.
160 Broadway, 13th Floor
New York, New York 10038
| Re: | | Corporate Resource Services, Inc. |
Dear Ms. Russo:
As you know, two days ago the management of
Corporate Resource Services publicly disclosed on a Form 8-K that:
| · | TS Employment, Inc. (“TSE”) has a material unpaid federal payroll tax liability. |
| · | On January 28, 2015, Wells Fargo informed the Company that, based on concerns regarding this material
payroll tax liability and its potential adverse effects on TSE and the Company as well as the Company’s previously reported
compliance failures, Wells Fargo would need to reconsider funding the Company’s operations through the Account Purchase Agreement. |
| · | The Audit Committee has retained counsel to conduct an independent investigation of certain of
the matters described above. |
The members of the Audit
Committee, including myself, first learned of the unpaid federal payroll tax liability and related problems on January 29, 2015.
The Audit Committee collectively and immediately commenced work to understand the applicable facts and circumstances and to take
all appropriate action. As noted, that action included commencing an independent investigation as to all pertinent matters. The
Audit Committee immediately notified management of its intentions and engaged Hughes Hubbard & Reed LLP as its counsel to conduct
that investigation under the Audit Committee’s direction.
Notwithstanding the Audit
Committee’s immediate mobilization, only today we were advised by Wells Fargo, which has sole control of the Company’s
financing, that it expressly and unequivocally refuses to provide any funding for the Audit Committee’s investigation or
to allow any Company funds at all to be used for an investigation. Further, management has advised the Audit Committee that there
is no other funding whatsoever available for such investigation. This leaves the Audit Committee paralyzed from taking action,
in direct contravention of the well establish legal and policy imperatives applicable to it, including under The Dodd Frank Act,
its fiduciary duties to stockholders, and other standards that demand audit committees be assured access to proper advisors and
financing to execute their responsibilities.
The foregoing concerns
are exacerbated not only by the apparent malfeasance that requires immediate remediation for the benefit of our stockholders, but
also by the obvious related party relationships between TSE and the Company. We believe the circumstances clearly call for complete
independence in immediate investigations. We are additionally concerned that the Company’s inexplicable delay in issuing
and enforcing a document hold may jeopardize any investigation and invoke the possibility of criminal liability if relevant documents
are destroyed.
Nonetheless, all of the
members of the Audit Committee have been effectively obstructed by the positions of the Company and Wells Fargo. Accordingly and
regrettably, I hereby resign my position as a member of the Board of Directors and all committees thereof of Corporate Resource
Services effective immediately. I note that this action is only taken after the members of the Audit Committee have exhausted our
efforts to overcome the obstacles to conducting an independent investigation and executing our duties to the Company’s stockholders.
[Signature page follows]
Signature page to Resignation Letter dated February
5, 2015.
| |
/s/ Larry Melby |
|
| |
Larry Melby |
Corporate Resource Servi... (CE) (USOTC:CRRSQ)
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부터 5월(5) 2024 으로 6월(6) 2024
Corporate Resource Servi... (CE) (USOTC:CRRSQ)
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