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STAF > SEC Filings for STAF > Form 8-K on 3-Feb-2014All Recent SEC Filings

Show all filings for STAFFING 360 SOLUTIONS, INC.



Entry into a Material Definitive Agreement, Other Events, Financial

Item 1.01. Entry into a Material Definitive Agreement.

On February 2, 2014, Staffing 360 Solutions, Inc. ("Staffing") executed, through its wholly owned United Kingdom subsidiary Staffing 360 Solutions (UK) Limited ("Staffing UK", together with Staffing, collectively, the "Company"), an Asset Purchase Agreement (the "Purchase Agreement") by and among Staffing UK, Poolia UK Ltd. ("Poolia UK"), a subsidiary of Poolia AB, a publicly listed company on NASDAQ OMX Stockholm ("Poolia AB," together with Poolia UK, collectively "Poolia"). Poolia UK operates its professional staffing services from its office in London and focuses on providing temporary, contract and permanent qualified professionals to various banking, financial and commercial clients across the United Kingdom.

Pursuant to the Purchase Agreement, the Company will purchase from the Poolia UK Ltd. (the "Acquisition") substantially all of Poolia UK Ltd.'s business and assets, including but not limited to contracts, business information, records, book debts and good will. The closing will be held upon satisfaction of the closing conditions pursuant to the terms of the Purchase Agreement. The closing shall occur on or about March 7, 2014 (the "Closing").

The aggregate consideration to be paid by the Company to Poolia UK for the sale and purchase of the business and assets shall be 500.000 (the "Fixed Consideration"), plus an amount equal to the net asset value at the completion date of the acquisition (the "NAV Consideration," together with the Fixed Consideration, collectively, the "Purchase Price"). The Fixed Consideration and a sum of 250,000, being an advance payment of the NAV Consideration, shall be paid in full in cash on Closing. The balance (if any) of the NAV Consideration shall be paid by the Company to Poolia within five business days after the date on which the net asset value becomes final and binding in accordance with the Agreement.

The Company may terminate and rescind the Agreement prior to the Closing in the event (i) any of the key employees or any more than four employees terminate their employment with Poolia UK or (ii) any insolvency proceedings are commenced against Poolia UK or the assets of Poolia UK.

Item 8.01. Other Events.

On February 3, 2014, the Company issued a press release announcing the execution of the Agreement with the Poolia, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The exhibits listed in the following Exhibit Index are filed as part of this current report.

Exhibit No. Description
99.1 Press Release dated February 3, 2014.

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