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CRRS > SEC Filings for CRRS > Form 8-K on 10-Feb-2014All Recent SEC Filings

Show all filings for CORPORATE RESOURCE SERVICES, INC.

Form 8-K for CORPORATE RESOURCE SERVICES, INC.


10-Feb-2014

Completion of Acquisition or Disposition of Assets, Creation of


Item 2.01 Completion of Acquisition or Disposition of Assets.

On January 31, 2014 (the "Closing Date"), Diamond Staffing Services, Inc. ("Diamond"), a wholly-owned subsidiary of Corporate Resource Services, Inc. (the "Company") entered into an Asset Purchase Agreement (the "Agreement") with Staff Management Group, LLC, a New Jersey Limited Liability Corporation ("Staff Management"). Pursuant to the terms of the Agreement, Diamond acquired certain assets and liabilities of Staff Management for $10 million, of which $5 million was paid on the Closing Date and $5 million was paid by the issuance of a promissory note (the "Promissory Note") of 24 monthly installments of $208,333.33 on the first business day of each month beginning in March 2014 through February 2016. The Company guarantees Diamond's obligations related to the Agreement and Promissory Note


under a guaranty agreement (the Corporate Guaranty").

Staff Management is engaged in a business that provides temporary employment services and related support services in 10 locations in New Jersey and Pennsylvania, creating synergistic opportunities with the Company's current operations. In 2013, Staff Management generated approximately $85,000,000 in revenue (unaudited).

The foregoing descriptions of the Agreement, Promissory Note and the Corporate Guaranty are not complete and are qualified in their respective entireties by reference to the Agreement which is attached to this report on Form 8-K as Exhibit 2.1 and the Promissory Note and Corporate Guaranty are Exhibits A and E, respectively, and incorporated herein by reference.



Item 2.03. Creation of a Direct Financial Obligation or an Obligation an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 2.01 above is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits

(a) Financial statements of businesses acquired.

The financial statements required by Item 9.01(a) are not included in this report on Form 8-K. The Company intends to file these financial statements by an amendment within the time permitted by Item 9.01(a).

(b) Pro forma financial information.

Pro forma financial information required by Item 9.01(b) is not included in this report on Form 8-K. The Company intends to file this pro form financial information by an amendment within the time permitted by Item 9.01(b).

(d) Exhibits

2.1 Asset Purchase Agreement, dated January 31, 2014, by and between Staff Management Group, LLC and diamond Staffing Services, Inc. d/b/a Corporate Resource Services

99.1 Press Release of Corporate Resource Services, Inc. dated February 3, 2014.


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