UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) June 22, 2009
GENERAL EMPLOYMENT ENTERPRISES, INC.
(Exact Name of Registrant as Specified in Charter)
Illinois 1-05707 36-6097429
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
One Tower Lane
Suite 2200
Oakbrook Terrace, IL 60181
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (630) 954-0400
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 registrants 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.
AMENDMENT TO CONSULTING AGREEMENT
General Employment Enterprises, Inc., an Illinois corporation
(the "Company"), previously entered into a Securities Purchase and
Tender Offer Agreement (the "Purchase Agreement") with PSQ, LLC, a
Kentucky limited liability company ("Purchaser"), on March 30, 2009,
pursuant to which Purchaser (i) agreed to purchase from the Company
(the "Share Purchase") 7,700,000 newly issued shares of common stock,
no par value (the "Common Stock"), of the Company at a purchase price
of $0.25 per share, and (ii) commenced a cash tender offer (the
"Offer") to purchase from the Company's shareholders up to 2,500,000
outstanding shares of Common Stock at a purchase price of $0.60 per
share. Consummation of the Offer and the Share Purchase is subject to
certain customary closing conditions.
In connection with entering into the Purchase Agreement, on March
30, 2009, the Company, Purchaser and Herbert F. Imhoff, Jr. entered
into a Consulting Agreement (the "Consulting Agreement"), which
agreement will become effective upon the closing of the Share Purchase
and the Offer (the "Closing").
On June 22, 2009, the Company, Purchaser and Mr. Imhoff, Jr.
entered into an amendment to the Consulting Agreement (the
"Amendment"). The Amendment was principally entered into to allow for
the Company to pay the consulting fees that are to be paid to Mr.
Imhoff, Jr. under the Consulting Agreement over a period of five years
after the Closing, instead of the original term of three years after
the Closing. As such, the Amendment provides that the Consulting
Agreement will run for a term of five years instead of the original
term of three years (except that Mr. Imhoff will continue to serve on
the Board of Directors of the Company for a period of three years
after the Closing, as originally provided in the Consulting Agreement,
and not five years), and that Mr. Imhoff, Jr. will be paid consulting
fees thereunder equal to $180,000 per year over such five-year term
instead of the original consulting fees of $300,000 per year over the
original three-year term. The Amendment also provides that Mr.
Imhoff, Jr. will provide up to 20 hours of consulting services per
week, instead of the 40 hours per week initially specified in the
Consulting Agreement.
In addition, the Company was notified by NYSE Amex, the exchange
on which the Company's Common Stock is traded, that the issuance of
the 500,000 shares of Common Stock by the Company to Mr. Imhoff, Jr.
contemplated by the Consulting Agreement (the "Imhoff Share Issuance")
should be separately approved by the Company's shareholders prior to
issuance. In order to comply with such requirement, the Amendment
provides that the Imhoff Share Issuance will be deferred until after
the Closing, and that promptly after the Closing, PSQ will adopt a
written consent of the shareholders of the Company (the "PSQ Written
Shareholder Consent") in favor of the approval of such share issuance,
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subject to compliance with applicable state law notice requirements.
If the Closing occurs, PSQ will own a sufficient number of shares of
Common Stock to effect the approval of the Imhoff Share Issuance by
virtue of the adoption of the PSQ Written Shareholder Consent.
The foregoing descriptions of the Purchase Agreement, the
Consulting Agreement and the Amendment do not purport to be complete
and are qualified in their entirety by reference to the Purchase
Agreement, the Consulting Agreement and the Amendment, copies of which
are filed herewith as Exhibits 2.1, 10.1 and 10.2, respectively, and
which are incorporated herein by reference.
NEW EMPLOYMENT AGREEMENTS
The Company previously entered into (and subsequently amended)
employment agreements with Kent M. Yauch, Vice President, Chief
Financial Officer and Treasurer of the Company, and Marilyn L. White,
Vice President of the Company (together, the "Previous Employment
Agreements").
The Previous Employment Agreements provided for the at-will
employment of Mr. Yauch and Ms. White and provided for the waiver by
Mr. Yauch and Ms. White of any benefits to which they may have been
entitled under the Company's Key Manager Plan. The Previous
Employment Agreements further provided, among other things, that upon
a change in control of the Company, the severance available to each of
Mr. Yauch and Ms. White would include (i) a cash payment equal to two
times the employee's base salary, (ii) accelerated vesting of all cash
or stock awards, (iii) payment of the employee's severance bonus, (iv)
payment for any accrued but unused vacation pay, and (v) continued
coverage for a period of two years under the Company's medical, dental
and vision plans, and other benefit plans and programs in which the
employee is a participant on the date of his or her termination.
At the request of PSQ, on June 26, 2009, Mr. Yauch entered into a
new employment agreement with the Company (the "New Yauch Employment
Agreement") and Ms. White entered into a new employment agreement with
the Company (the "New White Employment Agreement", and together with
the New Yauch Employment Agreement, the "New Employment Agreements").
The New Employment Agreements replace in their entirety the Previous
Employment Agreements.
The New Employment Agreements provide, among other things, that
(i) Mr. Yauch's annual salary will be $150,000 and Ms. White's annual
salary will be $150,000; (ii) the New Employment Agreements each will
have a term of two years from the Closing; (iii) Mr. Yauch and Ms.
White will each receive as additional compensation from the Company a
grant on the date of the Closing of 25,000 stock options under the
Company's 1997 Stock Option Plan, 50% of which will vest immediately
and 50% of which will vest one year after the date of the Closing,
with the exercise price of such options to be equal to the closing
trading price of the Company's Common Stock on the NYSE Amex on the
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date of the Closing; (iv) if Mr. Yauch or Ms. White terminates his or
her employment with the Company before the end of the two-year term
for good reason (as defined in the New Employment Agreements), or if
the employment of Mr. Yauch or Ms. White is terminated by the Company
before the end of the two-year term without cause (as defined in the
New Employment Agreements), then (a) the Company will continue to pay
such employee's salary to such employee during the remainder of such
two-year term, (b) the Company will continue to provide health
insurance coverage to such employee during the remainder of such
two-year term, and (c) the options granted to such employee under
his or her New Employment Agreement will terminate three years after
the termination of such employee's employment with the Company; and
(v) Mr. Yauch and Ms. White shall be entitled to benefits that are
provided generally to the most senior executive officers of the
Company, and their benefits shall not be reduced at any time to
exclude current coverages.
The foregoing descriptions of the Previous Employment Agreements,
the New Yauch Employment Agreement and the New White Employment
Agreement do not purport to be complete and are qualified in their
entirety by reference to such agreements, copies of which are filed
herewith as Exhibits 10.3, 10.4 and 10.5, respectively, and which are
incorporated herein by reference.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR.
The information set forth under Item 1.01 above is incorporated
by reference into this Item 5.03.
The Company's By-laws previously prohibited actions taken by
written consent of the Company's shareholders unless the consent was
approved by all of the Company's shareholders. In connection with
entering into the Amendment, and in order to facilitate the PSQ
Written Shareholder Consent in favor of the Imhoff Share Issuance, the
Board of Directors approved an amendment to the Company's By-laws on
June 22, 2009, which amendment is to become effective on June 30,
2009, to eliminate the requirement that actions taken by written
consent of the Company's shareholders be approved by all of the
Company's shareholders. The effect of removing such provision from
the Company's By-laws is that the applicable provisions of the
Illinois Business Corporation Act will govern the requirements
relating to actions taken by written consent of the Company's
shareholders.
The foregoing description of the amendment to the By-laws
described above does not purport to be complete and is qualified in
its entirety by reference to the amendment, a copy of which is filed
herewith as Exhibit 3.1 and is incorporated herein by reference.
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FORWARD-LOOKING STATEMENTS
The statements made in this Current Report on Form 8-K which are
not historical facts are forward-looking statements and, except for
statements made with respect to the Offer, are forward-looking
statements within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. These
forward-looking statements include statements regarding the
acquisition of shares pursuant to the Offer, the consummation of the
Share Issuance, the filing of documents and information with the SEC,
other future or anticipated matters regarding the transactions
discussed in this release and the timing of such matters. Such
forward-looking statements often contain or are prefaced by words such
as "will" and "expect." As a result of a number of factors, the
Company's actual results could differ materially from those set forth
in the forward-looking statements. Certain factors that might cause
our actual results to differ materially from those in the
forward-looking statements include, without limitation: (i) the risk
that the conditions to the closing of the Offer or the Share Purchase
set forth in the Purchase Agreement will not be satisfied, (ii)
changes in the Company's business during the period between the date
of this Current Report on Form 8-K and the Closing, (iii) obtaining
regulatory approvals (if required) for the transaction, (iv) the risk
that the transaction will not be consummated on the terms or timeline
first announced and (v) those factors set forth in the
"Forward-Looking Statements" section of the Company's filings with the
SEC, including its most recent Annual Report on Form 10-KSB. The
Company is under no obligation to (and expressly disclaims any such
obligation to) and does not intend to update or alter its
forward-looking statements whether as a result of new information,
future events or otherwise.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) EXHIBITS.
Exhibit No. Description
----------- -----------
2.1 Securities Purchase and Tender Offer Agreement, dated
as of March 30, 2009, by and among General Employment
Enterprises, Inc. and PSQ, LLC. (Incorporated by
reference to Exhibit 2.1 to the Company's Current
Report on Form 8-K dated March 30, 2009).
3.1 Amendment to the By-Laws of General Employment
Enterprises, Inc.
10.1 Consulting Agreement, dated as of March 30, 2009, by
and among Herbert F. Imhoff, Jr., General Employment
Enterprises, Inc. and PSQ, LLC. (Incorporated by
reference to Exhibit 10.2 to the Company's Current
Report on Form 8-K dated March 30, 2009).
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10.2 Amendment No. 1, dated as of June 22, 2009, to
Consulting Agreement, dated as of March 30, 2009, by
and among Herbert F. Imhoff, Jr., General Employment
Enterprises, Inc. and PSQ, LLC.
10.3 Form of employment agreement with executive officers
(incorporated by reference to Exhibit 10.01 to the
Company's Quarterly Report on Form 10-Q for the
quarterly period ended December 31, 2001), as amended
by the Form of First Amendment of Employment Agreements
with Marilyn L. White and with Kent M. Yauch, effective
as of October 2, 2007 (incorporated by reference to
Exhibit 10.19 to the Company's Annual Report on Form
10-KSB for the fiscal year ended September 30, 2007),
as further amended by the Second Amendment of
Employment Agreement with Marilyn L. White, effective
as of January 27, 2009 (incorporated by reference to
Exhibit 10.02 to the Company's Form 8-K filed with the
Securities and Exchange Commission on March 26, 2009).
10.4 Employment Agreement between General Employment
Enterprises, Inc. and Kent M. Yauch, dated June 26,
2009.
10.5 Employment Agreement between General Employment
Enterprises, Inc. and Marilyn L. White, dated June 25,
2009.
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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 thereunto duly authorized.
GENERAL EMPLOYMENT ENTERPRISES, INC.
Date: June 26, 2009 By: /s/ Kent M. Yauch
------------------------------
Name: Kent M. Yauch
Title: Vice President, Chief
Financial Officer and
Treasurer
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EXHIBIT INDEX
-------------
Exhibit No. Description
----------- -----------
2.1 Securities Purchase and Tender Offer Agreement, dated
as of March 30, 2009, by and among General Employment
Enterprises, Inc. and PSQ, LLC. (Incorporated by
reference to Exhibit 2.1 to the Company's Current
Report on Form 8-K dated March 30, 2009).
3.1 Amendment to the By-Laws of General Employment
Enterprises, Inc.
10.1 Consulting Agreement, dated as of March 30, 2009, by
and among Herbert F. Imhoff, Jr., General Employment
Enterprises, Inc. and PSQ, LLC. (Incorporated by
reference to Exhibit 10.2 to the Company's Current
Report on Form 8-K dated March 30, 2009).
10.2 Amendment No. 1, dated as of June 22, 2009, to
Consulting Agreement, dated as of March 30, 2009, by
and among Herbert F. Imhoff, Jr., General Employment
Enterprises, Inc. and PSQ, LLC.
10.3 Form of employment agreement with executive officers
(incorporated by reference to Exhibit 10.01 to the
Company's Quarterly Report on Form 10-Q for the
quarterly period ended December 31, 2001), as amended
by the Form of First Amendment of Employment Agreements
with Marilyn L. White and with Kent M. Yauch, effective
as of October 2, 2007 (incorporated by reference to
Exhibit 10.19 to the Company's Annual Report on Form
10-KSB for the fiscal year ended September 30, 2007),
as further amended by the Second Amendment of
Employment Agreement with Marilyn L. White, effective
as of January 27, 2009 (incorporated by reference to
Exhibit 10.02 to the Company's Form 8-K filed with the
Securities and Exchange Commission on March 26, 2009).
10.4 Employment Agreement between General Employment
Enterprises, Inc. and Kent M. Yauch, dated June 26,
2009.
10.5 Employment Agreement between General Employment
Enterprises, Inc. and Marilyn L. White, dated June 26,
2009.
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