-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HGeSBb4UjhaCDa8rcJ/YRtVHy6mtsv10qPOgYtVdZtuNXuKPHcyAkD/tAhPfeaL6 KdzQPwmFvEHz8LY9VxUnmg== 0001144204-06-027732.txt : 20060707 0001144204-06-027732.hdr.sgml : 20060707 20060707131220 ACCESSION NUMBER: 0001144204-06-027732 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060630 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060707 DATE AS OF CHANGE: 20060707 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Command Center, Inc. CENTRAL INDEX KEY: 0001140102 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 912084501 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-60326 FILM NUMBER: 06950599 BUSINESS ADDRESS: STREET 1: 422 W. RIVERSIDE, SUITE 1313 CITY: SPOKANE STATE: WA ZIP: 99201 BUSINESS PHONE: (480) 609-1250 MAIL ADDRESS: STREET 1: 3773 WEST FIFTH AVENUE CITY: POST FALLS STATE: ID ZIP: 83854 FORMER COMPANY: FORMER CONFORMED NAME: TEMPORARY FINANCIAL SERVICES INC DATE OF NAME CHANGE: 20010507 8-K 1 v047178_8k.txt 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 Date of Report (Date of earliest event reported): June 30, 2006 COMMAND CENTER, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Washington 333-60326 91-2079472 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 3773 West Fifth Avenue, Post Falls, Idaho 83854 - -------------------------------------------------------------------------------- Address of principal executive offices Zip Code Registrant's telephone number, including area code: 208-773-7450 N.A. - -------------------------------------------------------------------------------- (Former name or former address, if changes 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)) Background Information Applicable to All Items in this Current Report on Form 8-K. We were incorporated on October 11, 2000 as Temporary Financial Services, Inc. ("TFS") under the laws of the State of Washington. We were originally organized to provide accounts receivable financing to temporary labor businesses. We commenced our lending activities in 2001 and continued providing accounts receivable financing to temporary labor businesses through 2004. In 2004, we reassessed our lending activities and elected to change our business focus. As a result, we considered other lending operations, provided financing to an affiliated financial services firm, and also began looking for other business opportunities. On October 6, 2005, TFS entered into a letter of intent to acquire the assets of Command Staffing, LLC ("Command Staffing"), Harborview Software, Inc. ("Harborview"), and up to 45 companies (collectively, the "Operations Entities") that collectively owned approximately 70 temporary staffing stores which were then being operated as either Command Staffing franchisees or independently owned businesses located throughout the United States. The acquisitions of Command Staffing, Harborview, and the Operations Entities pursuant to that certain Asset Purchase Agreement, dated as of November 9, 2005, by and among TFS, Command Staffing, Harborview, and the Operations Entities (the "Purchase Agreement") are collectively referred to herein as the "Command Transaction." The Command Transaction was completed in two phases, with the second phase being accomplished in two stages. The acquisition of Command Staffing and Harborview was completed in Phase I of the Command Transaction on November 9, 2005. At that time, we amended our articles of incorporation to change our name from Temporary Financial Services, Inc. to Command Center, Inc. effective as of November 14, 2005. The acquisition of the Operations Entities was completed in Phase II of the Command Transaction. Phase II was carried out in two stages. Effective May 12, 2006, we initially closed on the acquisition of 31 Operations Entities (owning a total of 48 temporary staffing stores) in exchange for the issuance of 11,438,022 shares of our common stock. Eight of the Operations Entities located in the state of Minnesota received shares in the Command Transaction in exchange for cash in lieu of the transfer of substantially all of the assets of such Operations Entities. The Minnesota Operations Entities also agreed to transfer their respective franchise rights with our company back to us, effectively terminating such rights and the directors and shareholders of the Minnesota Operations Entities agreed not to compete with our company. The second stage of the Phase II Closing involved the acquisition of four additional Operations Entities (owning a total of nine temporary staffing stores) in exchange for the issuance of up to 1,459,441 shares of our common stock. The second stage of the Phase II Closing was completed as of June 30, 2006. Following completion of the second stage of the Phase II Closing, we have now acquired 35 Operations Entities owning a total of 57 temporary staffing stores for 12,897,463 shares of our common stock. We have also opened fourteen additional temporary staffing stores as company-owned operations since November 9, 2005. As a result, we currently operate 71 temporary staffing stores and expect to open a small number of additional stores during the remainder of 2006. Item 1.01. Entry into a Material Definitive Agreement. The following describes certain aspects of Phase II of the Command Transaction, including material provisions of the Purchase Agreement. The following description of the Purchase Agreement does not purport to be complete, and is subject to, and qualified in its entirety by reference to, the Purchase Agreement, a copy of which is attached as Exhibit 10.1 to our current report on Form 8-K dated November 9, 2005 (as filed on November 16, 2005) and is incorporated herein by reference. The Purchase Agreement The Purchase Agreement sets forth the terms and conditions of the Command Transaction. The acquisition of Command Staffing and Harborview was completed in Phase I of the Command Transaction on November 9, 2005. We issued 3,745,493 and 2,809,120 shares of our common stock, respectively, for the assets of Command Staffing and Harborview. The acquisition of the Operations Entities was completed in Phase II of the Command Transaction. The Purchase Agreement provided for acquisition of the net assets of some or all of the Operations Entities in exchange for up to 13,198,512 shares of our common stock. The shares of our common stock issued in Phase II of the Command Transaction are restricted securities as that term is defined in Rule 144 adopted under the Securities Act. The company has now actually acquired the assets of 57 temporary staffing stores from 35 Operations Entities in exchange for a total of 12,897,463 shares of our common stock. The remaining Operations Entities referenced in the Purchase Agreement have either been closed for business reasons or did not meet acquisition due diligence standards prior to the second stage of the Phase II Closing. All of the assets of each Operations Entity participating in the Phase II Closing were acquired, except as set forth in the Purchase Agreement or other documents executed in connection with the Phase II Closing. In addition, we assumed only those liabilities of each Operations Entity specified in the Purchase Agreement or other documents executed in connection with the Phase II Closing. Liabilities assumed consisted primarily of the balances due under accounts receivable financing credit facilities of each Operations Entity. Per the terms of the Purchase Agreement, the Phase II Closing was subject to customary closing conditions, including, without limitation, (i) our receipt of all required governmental approvals and third party consents, and (ii) our satisfaction that workers compensation coverage is available to us for the business of the Operations Entities following the Phase II Closing. The Phase II Closing was completed in two stages, with the first stage closing on May 12, 2006, and the second stage closing as of June 30, 2006. Accounting Treatment We are accounting for the first and second stages of the Phase II Closing of the Command Transaction under the purchase method of accounting for business combinations. Under the purchase method of accounting, the total estimated purchase price is allocated to the net tangible and intangible assets of an acquired entity based on their estimated fair values as of the completion of the transaction. A final determination of these fair values will include management's consideration of the stock value we place on our common stock being issued. This valuation will be based on the actual net tangible and intangible assets of the Operations Entities that exist as of the closing date of the combination. To the extent that the value of the consideration given by us in the form of our common stock exceeds the tangible assets acquired, the difference will be recorded as goodwill. Tax Treatment Pursuant to the Purchase Agreement, the Command Transaction is intended to qualify as a tax free reorganization under Sections 351 and/or 368 of the Internal Revenue Code of 1986, as amended. The Operations Entities The following list includes the Operations Entities whose assets were acquired as of June 30, 2006 and the total number of shares issued to each Operations Entity in consideration of the acquisition. Operations Entity Name Shares - ---------------------- ------ Everyday Staffing, LLC 579,277 7809-01 Kent, WA, LLC 452,036 Workers for You, Inc. 263,844 Everyday Staffing East, LLC 164,284 TOTAL 1,459,441 Item 2.01. Completion of Acquisition or Disposition of Assets. Effective as of June 30, 2006, we acquired the operating assets and assumed a portion of the operating liabilities and obligations of four Operations Entities comprising nine temporary staffing stores. The assets acquired consisted primarily of accounts receivable, a small amount of furniture and fixtures, and intangible rights to operate the business in the future. We also assumed accounts receivable financing liabilities for each Operations Entity. The Operations Entities were owned in part, directly or indirectly, by officers and directors of our company, among other persons, including: Glenn Welstad, President and Director Dwight Enget, Director The post closing ownerships of the officers and directors are reflected below. - ------------------------------------------ ------------------ ------------------ Post Closing Name Ownership(1) Post Closing % - ------------------------------------------ ------------------ ------------------ John R. Coghlan 1,753,483 7.6% - ------------------------------------------ ------------------ ------------------ Dwight Enget 1,108,652 4.8% - ------------------------------------------ ------------------ ------------------ Tom Gilbert 561,674 2.4% - ------------------------------------------ ------------------ ------------------ Brad E. Herr 240,000 1.1% - ------------------------------------------ ------------------ ------------------ Ronald L. Junck 2,098,641 9.1% - ------------------------------------------ ------------------ ------------------ C. Eugene Olsen 12,500 0.1% - ------------------------------------------ ------------------ ------------------ Kevin Semerad 1,293,728 5.6% - ------------------------------------------ ------------------ ------------------ Glenn Welstad 7,660,268 33.4% - ------------------------------------------ ------------------ ------------------ Todd Welstad 143,777 0.6% - ------------------------------------------ ------------------ ------------------ Tommy R. Hancock 194,115 0.8% - ------------------------------------------ ------------------ ------------------ All Officers and Directors as a Group 15,066,838 65.5% - ------------------------------------------ ------------------ ------------------ (1) Reflects beneficial ownership after taking into account the issuance of the shares of our common stock to the Operations Entities in the first and second stages of the Phase II Closing. The consideration for the acquisition relating to the second stage of the Phase II Closing was the issuance of 1,459,441 shares of common stock. Fair value of the shares was determined in part based on the public market price for the shares on June 30, 2006, discounted to reflect the estimated effect of trading restrictions. All of the shares issued in the Command Transaction are restricted securities as that term is defined in Rule 144 adopted under the Securities Act of 1933, as amended. Item 3.02. Unregistered Sales of Equity Securities. In accordance with the Purchase Agreement, we issued 1,459,441 shares of our common stock in acquisition of the assets of the Operations Entities in connection with the second stage of the Phase II Closing. The shares were issued pursuant to an exemption from registration afforded by Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Act"), and the exemptions afforded under state "Blue Sky" laws of those states in which the recipients of our common stock reside. We relied, as applicable, upon the representations made by the recipients of our common stock and other facts represented to us after reasonable inquiry in determining that such exemptions were available. Certificates representing the shares of our common stock deliverable on the Closing Date are considered restricted stock, as that term is defined in Rule 144 adopted under the Act, and bear a restrictive legend prohibiting transfer of the securities unless first registered, or an exemption from registration is established to our satisfaction. Item 7.01. Regulation FD Disclosure. On July 6, 2006, we announced that we acquired the operating assets of the following four operations entities comprising nine temporary staffing stores. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference. This information is being disclosed pursuant to Regulation FD. Accordingly, the information in this Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1934, except as shall be expressly set forth by specific reference in such filing. Item 9.01. Financial Statements and Exhibits. Financial statements of businesses acquired are not included with this Form 8-K. As described herein, the acquisitions of the temporary staffing stores in the second stage of the Phase II Closing was part of the Command Transaction involving the acquisitions of a number of Operations Entities acquired on May 12, 2006, in addition to those acquired as of June 30, 2006. The stores acquired as of June 30, 2006 were not audited prior to acquisition and separate financial information has not provided on these stores. Audited financial statements on the substantial majority of stores acquired in the Command Transaction and the corresponding pro forma financial information on the acquisitions are included as Exhibits to the Form 8-K dated May 16, 2006, and are incorporated herein by reference. Exhibit Number Item - -------------- ---- 10.1 Asset Purchase Agreement dated as of November 9, 2005 by and among Command Center, Inc. (formerly Temporary Financial Services, Inc.), Command Staffing LLC, Harborview Software, Inc., and the Operations Entities as defined herein. (Previously filed as Exhibit 10.1 to Form 8-K dated November 9, 2005 and incorporated herein by reference.) 99.1 Press Release, dated July 6, 2006, concerning the acquisition of the assets of four Operations Entities comprising nine temporary staffing stores. 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 hereunto duly authorized. Command Center, Inc. July 6, 2006 /s/ Brad E. Herr, Secretary - --------------------------- Brad E. Herr, Secretary EX-99.1 2 v047178_ex99-1.txt EXHIBIT 99.1 Press Release Source: Command Center, Inc. Command Center Completes Acquisition of 9 Temporary Staffing Offices Thursday July 6, 8:00 am ET Now Owns and Operates 71 Store Locations POST FALLS, Idaho, July 6 /PRNewswire-FirstCall/ -- Command Center, Inc. (OTC Bulletin Board: CCNI - News), an emerging provider of temporary staffing services in the United States, announced today that it has completed the acquisition of the assets of 9 additional Command Center franchise store locations. With the completion of this transaction, Command Center currently owns and operates 71 temporary staffing store locations in 21 states. Since the end of 2005, and as part of its overall strategy to execute a company-owned operating model, Command Center has been working towards completing the purchase of its outstanding franchise locations. On May 15, 2006, Command Center announced that it completed the acquisition of the assets of 31 companies that collectively owned 48 Command Center franchise stores. Combined with the current closings, consisting of the acquisition of the assets of four companies owning an additional 9 franchise store locations, Command Center has concluded the purchase of its outstanding franchise locations. Command Center expects to open an additional 10-15 offices in 2006. According to Glenn Welstad, Chairman and CEO of Command Center, Inc., "We are delighted to have completed these final acquisitions. In doing so, we have successfully entered the next phase in our business transformation from franchiser to owner-operator. Importantly, most of the former franchise owners will continue to be involved in managing these stores and will be counted on to help facilitate a smooth transition. For the remainder of 2006, we will concentrate our efforts on integration and performance, as well as the strategic opening of a limited number of additional offices." About Command Center, Inc. Command Center is an emerging provider of temporary staffing services in the United States. The Company provides on-demand employment solutions primarily in the areas of light industrial, hospitality, event services and office staffing, as well as other staffing assignments. The Company's long term business plan includes rapid growth to establish a nation-wide network of offices and becoming the temporary staffing industry's leader in providing unparalleled service. Additional information on Command Center is available at http://www.commandonline.com. This news release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. These statements are subject to uncertainties and risks including, but not limited to, the availability of worker's compensation insurance coverage, the availability of suitable financing for the Company's activities, the ability to attract, develop and retain qualified store managers and other personnel, product and service demand and acceptance, changes in technology, economic conditions, the impact of competition and pricing, government regulation, and other risks set forth in the Form 10KSB filed with the Securities and Exchange Commission on March 31, 2006 and in other statements filed from time to time with the Securities and Exchange Commission. There are no assurances, that the acquired offices will be successfully merged into the Company or that additional acquisitions will be completed. All readers are encouraged to review the 8-K to be filed in connection with the acquisition discussed above, which outlines risk factors including debt obligations, deal terms and other relevant items. All such forward-looking statements, whether written or oral, and whether made by or on behalf of the Company, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof. Investor Relations Contact: KCSA WORLDWIDE Jeffrey Goldberger 212.896.1249 jgoldberger@kcsa.com - ---------------------------------- Source: Command Center, Inc. -----END PRIVACY-ENHANCED MESSAGE-----