-----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, Jn9V5Kn55GRY7AGvD87cPSe4nX5ZhPn/bwhn/W1LpPohC/0/9psfwNi3DcJ3p6lk 54c+b0hLrLEuhLHWC9Tcag== 0001341004-06-001530.txt : 20060522 0001341004-06-001530.hdr.sgml : 20060522 20060522153120 ACCESSION NUMBER: 0001341004-06-001530 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20060522 DATE AS OF CHANGE: 20060522 GROUP MEMBERS: D STEPHEN SORENSEN GROUP MEMBERS: RT ACQUISITION CORP GROUP MEMBERS: SHANNON P SORENSEN GROUP MEMBERS: THE SORENSEN TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REMEDYTEMP INC CENTRAL INDEX KEY: 0001013467 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 952890471 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-49733 FILM NUMBER: 06858379 BUSINESS ADDRESS: STREET 1: 101 ENTERPRISE CITY: SLISO VIEJO STATE: CA ZIP: 92656 BUSINESS PHONE: 9494257600 MAIL ADDRESS: STREET 1: 101 ENTERPRISE CITY: ALISO VIEJO STATE: CA ZIP: 92656 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Koosharem CORP CENTRAL INDEX KEY: 0001363018 IRS NUMBER: 930994537 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3820 STATE STREET CITY: SANTA BARBARA STATE: CA ZIP: 93105 BUSINESS PHONE: 805-456-5200 MAIL ADDRESS: STREET 1: 3820 STATE STREET CITY: SANTA BARBARA STATE: CA ZIP: 93105 SC 13D 1 rt13d.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. )* RemedyTemp, Inc. ------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock, par value $.01 per share ------------------------------------------------------------------------------- (Title of Class of Securities) 75949108 ------------------------------------------------------------------------------- (CUSIP Number) Koosharem Corporation Stephen M. Biersmith, Esq. Vice President and General Counsel 3820 State Street Santa Barbara, CA 93105 Telephone: (501) 905-8000 --------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 10, 2006 ------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) (Continued on following pages) (Page 1 of 14) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box [_]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. - ----------------------------- * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 75949108 13D Paqe 2 of 14 Pages - --------- ---------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Koosharem Corporation - --------- ---------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [x] - --------- ---------------------------------------------------------------------- 3. SEC USE ONLY - --------- ---------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - --------- ---------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - --------- ---------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION California - ------------------- --------- -------------------------------------------------- 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER NUMBER OF SHARES 3,300 BENEFICIALLY --------- -------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING 2,389,933* PERSON --------- -------------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER None --------- -------------------------------------------------- 10. SHARED DISPOSITIVE POWER 3,300 - ------------------- ------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,389,933* - --------- ---------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - --------- ---------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.37%* - --------- ---------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - --------- ---------------------------------------------------------------------- - --------------------------- * See discussion in Items 4 and 5 of this Schedule 13D. CUSIP No. 75949108 13D Paqe 3 of 14 Pages - --------- ---------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RT Acquisition Corp. - --------- ---------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [x] - --------- ---------------------------------------------------------------------- 3. SEC USE ONLY - --------- ---------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - --------- ---------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - --------- ---------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------- --------- -------------------------------------------------- 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER NUMBER OF SHARES None BENEFICIALLY --------- -------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING 2,386,633* PERSON --------- -------------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER None --------- -------------------------------------------------- 10. SHARED DISPOSITIVE POWER None - ------------------- ------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,386,633* - --------- ---------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - --------- ---------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.34%* - --------- ---------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - --------- ---------------------------------------------------------------------- - --------------------------- * See discussion in Items 4 and 5 of this Schedule 13D. CUSIP No. 75949108 13D Paqe 4 of 14 Pages - --------- ---------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Sorensen Trust - --------- ---------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [x] - --------- ---------------------------------------------------------------------- 3. SEC USE ONLY - --------- ---------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - --------- ---------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - --------- ---------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION California - ------------------- --------- -------------------------------------------------- 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER NUMBER OF SHARES None BENEFICIALLY --------- -------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING 2,389,933* PERSON --------- -------------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER None --------- -------------------------------------------------- 10. SHARED DISPOSITIVE POWER 3,300 - ------------------- ------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,389,933* - --------- ---------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - --------- ---------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.37%* - --------- ---------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - --------- ---------------------------------------------------------------------- - --------------------------- * See discussion in Items 4 and 5 of this Schedule 13D. CUSIP No. 75949108 13D Paqe 5 of 14 Pages - --------- ---------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON D. Stephen Sorensen - --------- ---------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [x] - --------- ---------------------------------------------------------------------- 3. SEC USE ONLY - --------- ---------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - --------- ---------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - --------- ---------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION California - ------------------- --------- -------------------------------------------------- 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER NUMBER OF SHARES None BENEFICIALLY --------- -------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING 2,389,933* PERSON --------- -------------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER None --------- -------------------------------------------------- 10. SHARED DISPOSITIVE POWER 3,300 - ------------------- ------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,389,933* - --------- ---------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - --------- ---------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.37%* - --------- ---------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - --------- ---------------------------------------------------------------------- - --------------------------- * See discussion in Items 4 and 5 of this Schedule 13D. CUSIP No. 75949108 13D Paqe 6 of 14 Pages - --------- ---------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Shannon P. Sorensen - --------- ---------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [x] - --------- ---------------------------------------------------------------------- 3. SEC USE ONLY - --------- ---------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - --------- ---------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - --------- ---------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION California - ------------------- --------- -------------------------------------------------- 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER NUMBER OF SHARES None BENEFICIALLY --------- -------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING 2,389,933* PERSON --------- -------------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER None --------- -------------------------------------------------- 10. SHARED DISPOSITIVE POWER 3,300 - ------------------- ------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,389,933* - --------- ---------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - --------- ---------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.37%* - --------- ---------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - --------- ---------------------------------------------------------------------- - --------------------------- * See discussion in Items 4 and 5 of this Schedule 13D. CUSIP No. 75949108 13D Paqe 7 of 14 Pages The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. Item 1. Security and Issuer. This Statement on Schedule 13D (this "Statement") relates to the shares of Class A Common Stock, par value $.01 per share (the "Class A Common Stock"), of RemedyTemp, Inc., a California corporation ("Remedy"). The principal executive offices of Remedy are located at 101 Enterprise Aliso Viejo, California 92656. Item 2. Identity and Background. (a) - (c) This Statement is filed by Koosharem Corporation, a California corporation ("Parent"), RT Acquisition Corp., a newly formed Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), The Sorensen Trust (the "Sorensen Trust"), D. Stephen Sorensen ("Mr. Sorensen") and Shannon P. Sorensen ("Mrs. Sorensen" and, together with Parent, Merger Sub, the Sorensen Trust and Mr. Sorensen, the "Reporting Persons", and each a "Reporting Person"). The principal business address of each of the Reporting Persons is 3280 State Street, Santa Barbara, California 93105. Parent provides temporary personnel services to a wide variety of companies, including manufacturing, industrial, clerical, accounting, technical, and professional services through a network of fifty offices nationwide. Merger Sub is a newly formed subsidiary of Parent organized to merge with and into Remedy pursuant to the terms of the Agreement and Plan of Merger, dated as of May 10, 2006, among Parent, Merger Sub and Remedy (the "Merger Agreement"). The Sorensen Trust is a California trust which holds 100% of the issued and outstanding equity interests in Parent. Mr. and Mrs. Sorensen are the settlors and sole trustees of the Sorensen Trust and directors of Parent. The (i) name, (ii) business address, (iii) present principal occupation or employment, (iv) name, principal business and address of any corporation or other organization in which such employment is conducted, and (v) citizenship of each director and executive officer of Parent and Merger Sub are set forth on Schedule I hereto and incorporated herein by reference. (d) - (e) During the last five years, none of the Reporting Persons, nor, to the knowledge of any of the Reporting Persons, any of the individuals referred to in Schedule I, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding violations with respect to such laws. (f) Mr. and Mrs. Sorensen are each citizens of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. Pursuant to the Merger Agreement, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into CUSIP No. 75949108 13D Paqe 8 of 14 Pages Remedy, with Remedy continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Holders of Remedy Common Stock (as defined below) will receive $17.00 per share in cash in the Merger. The source of the Merger consideration will be (i) the proceeds from a new senior secured first lien term loan facility and a new senior secured first lien revolving credit facility and, if applicable, a senior secured second lien term loan facility, to be entered into at the closing of the Merger by Parent and Goldman Sachs Credit Partners L.P. and Bank of the West and (ii) unrestricted cash on hand at Remedy. As a condition of Parent and Merger Sub entering into the Merger Agreement, and in consideration thereof, certain shareholders of Remedy (collectively, the "Shareholders") entered into voting agreements, dated as of May 10, 2006, with Parent and Merger Sub (the "Voting Agreements"). Pursuant to the Voting Agreements, each of the Shareholders agreed to vote in favor of the Merger and against any competing proposal. Parent and Merger Sub did not pay additional consideration to the Shareholders in connection with the execution and delivery of the Voting Agreements. The Merger is subject to the approval of Remedy shareholders, the expiration or earlier termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act and consummation of the financing for the Merger, as well as other customary closing conditions. Copies of the Merger Agreement and the Voting Agreements are filed as Exhibits 99.1, 99.2, 99.3 and 99.4, respectively, and are incorporated herein by reference. Item 4. Purpose of Transaction. This Statement on Schedule 13D has been filed in connection with the execution of the Voting Agreements by Parent, Merger Sub and the Shareholders, which the Shareholders entered into as an inducement for, and in consideration of, Parent and Merger Sub entering into the Merger Agreement. The Shareholders collectively own an aggregate of 1,588,445 shares of Class A Common Stock and 798,188 shares of Class B Common Stock, par value $.01 per share, of Remedy ("Class B Common Stock" and together with Class A Common Stock, the "Common Stock"). The Class B Common Stock will vote together with the Class A Common Stock in connection with the approval of the Merger, with the holders of Class B Common Stock being entitled to exercise one vote per share of Class B Common Stock held. Pursuant to the Voting Agreements, the Shareholders, which collectively beneficially own 2,386,633 shares of Common Stock, representing approximately 24.34%(1) of the shares of Class A Common Stock deemed to be outstanding pursuant to Rule 13d-3(d)(1)(2) promulgated under the Securities Exchange Act of 1934, as amended and approximately 24.34% of the total voting power of Remedy, have agreed to vote (or cause to be voted) their shares of Class A Common Stock (i) in favor of the approval of the Merger and the approval and adoption of the Merger Agreement and (ii) except with the written consent of Parent and Merger Sub, against certain alternative acquisition proposals that may be submitted to a vote of the shareholders of Remedy regarding an acquisition. In addition, the Shareholders are prohibited from selling, transferring, converting or otherwise disposing of the shares subject to the - ----------------------- (1) The share ownership percentages described in this Schedule are based on 9,805,989 shares of Common Stock outstanding as of May 10, 2006. (2) Pursuant to their terms, all of the outstanding shares of Class B Common Stock will automatically convert into shares of Class A Common Stock within 60 days of the date hereof and, accordingly, such shares are included in the number of shares of Class A Common Stock beneficially owned by the Shareholders pursuant to Rule 13d-3(d)(1) promulgated under the Securities Exchange Act of 1934, as amended. CUSIP No. 75949108 13D Paqe 9 of 14 Pages Voting Agreements to the extent that any such sale, transfer, conversion or disposition would result in the Shareholders' inability to vote such shares as required pursuant to the terms of the Voting Agreements. The purpose of each of the Voting Agreements is to facilitate shareholder approval of the Merger by Remedy's shareholders and to enable Parent, Merger Sub and Remedy to consummate the transactions contemplated by the Merger Agreement as expeditiously as possible. Upon the consummation of the Merger, the directors of Merger Sub immediately prior to the effective time of the Merger will be the directors of the surviving corporation, until their respective successors are duly elected or appointed and qualified. Upon consummation of the Merger, the officers of Remedy immediately prior to the effective time of the Merger will be the initial officers of the surviving corporation, until their respective successors are duly appointed. At the effective time of the Merger, the articles of incorporation of Remedy will be amended as provided in the Merger Agreement, and as so amended will be the articles of incorporation of the surviving corporation, until thereafter amended in accordance with such articles of incorporation and the General Corporation Law of the State of California (the "CGCL") or therein. At the effective time of the Merger, the by-laws of Remedy will be amended and restated in their entirety as provided in the Merger Agreement, and as so amended and restated, will be the by-laws of the surviving corporation, until thereafter amended in accordance with the articles of incorporation of the surviving corporation, such bylaws and the CGCL. Except as set forth in this Item 4, none of the Reporting Persons nor, to the knowledge of any of the Reporting Persons, any of the individuals referred to in Schedule I, has any plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D (although the Reporting Persons reserve the right to develop such plans). The foregoing summary of certain provisions of the Merger Agreement and the Voting Agreements is not intended to be complete and is qualified in its entirety by reference to the full text of such agreements. Item 5. Interest in Securities of the Issuer. (a) As of the filing date of this Schedule 13D, as a result of the Voting Agreements, the Reporting Persons may be deemed to have beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of 2,389,933 shares of Class A Common Stock, which represents approximately 24.37% of the shares of Class A Common Stock deemed to be outstanding pursuant to Rule 13d-3(d)(1). (b) As of the filing date of this Schedule 13D, as a result of the Voting Agreements, the Reporting Persons may be deemed to have shared power CUSIP No. 75949108 13D Paqe 10 of 14 Pages to vote or direct the vote of 2,389,933 shares of Class A Common Stock, which represents approximately 24.37% of the shares of Class A Common Stock deemed to be outstanding pursuant to Rule 13d-3(d)(1). The Reporting Persons (other than with respect to the 3,300 shares of Class A Common Stock owned directly by Parent) are not entitled to any rights of a shareholder of Remedy. Other than with respect to the 3,300 shares of Class A Common Stock owned directly by Parent, as to which Parent, the Sorensen Trust and Mr. and Mrs. Sorensen have shared dispositive power, none of the Reporting Persons has (i) sole power to vote or direct the vote or (ii) sole or shared power to dispose or direct the disposition of Class A Common Stock. Each of the Reporting Persons expressly disclaims any beneficial ownership of any of the Common Stock under the Voting Agreements. Other than as set forth above, neither any Reporting Person nor any subsidiary of any Reporting Person, nor, to the knowledge of any Reporting Person, any of the individuals referred to in Schedule I, beneficially owns any Class A Common Stock as to which it has the sole or shared power to vote or to direct the vote or has the sole or shared power to dispose or to direct the disposition of such shares. (c) Except as set forth or incorporated herein, neither any Reporting Person nor, to the knowledge of any Reporting Person, any of the individuals referred to in Schedule I, has effected any transaction in Class A Common Stock during the past 60 days. (d) Not applicable (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Other than the Merger Agreement and the Voting Agreements, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and Schedule I and between such persons and any other person with respect to the securities of Remedy, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangement, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be filed as Exhibits. 99.1. Agreement and Plan of Merger, dated May 10, 2006, among Koosharem Corporation, a California corporation, RT Acquisition Corp., a Delaware corporation and Remedy Temp, Inc., a California corporation (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Remedy Temp, Inc., on May 11, 2006). 99.2. Voting Agreement, dated May 10, 2006, between Koosharem Corporation, a California Corporation, RT Acquisition Corp., a Delaware corporation, and the Shareholders listed therein. 99.3 Voting Agreement, dated May 10, 2006, between Koosharem Corporation, a California Corporation, RT Acquisition Corp., a Delaware corporation, and the Shareholders listed therein. CUSIP No. 75949108 13D Paqe 11 of 14 Pages 99.4 Voting Agreement, dated May 10, 2006, between Koosharem Corporation, a California Corporation, RT Acquisition Corp., a Delaware corporation, and Greg Palmer. 99.5 Joint Filing Agreement, dated May 19, 2006, by and among Koosharem Corporation, a California corporation, RT Acquisition Corp., a Delaware corporation, The Sorensen Trust, D. Stephen Sorensen and Shannon P. Sorensen. CUSIP No. 75949108 13D Paqe 12 of 14 Pages After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: May 19, 2006 KOOSHAREM CORPORATION By: /s/ Jeff R. Mitchell -------------------------------- Jeff R. Mitchell Chief Financial Officer RT ACQUISITION CORP. By: /s/ Jeff R. Mitchell -------------------------------- Jeff R. Mitchell Chief Financial Officer The Sorensen Trust By: /s/ D. Stephen Sorensen -------------------------------- /s/ Shannon P. Sorensen -------------------------------- D. Stephen Sorensen & Shannon P. Sorensen, Trustees /s/ D. Stephen Sorensen ------------------------------------ D. Stephen Sorensen /s/ Shannon P. Sorensen ------------------------------------ Shannon P. Sorensen CUSIP No. 75949108 13D Paqe 13 of 14 Pages SCHEDULE I ---------- Set forth below is a list of each executive officer and director of Koosharem Corporation and RT Acquisition Corp. setting forth the business address and present principal occupation or employment (and the name and address of any corporation or organization in which such employment is conducted) of each person. The persons named below are citizens of the United States. Directors of Koosharem Corporation - ----------------------------------
- ------------------------------ ------------------------------------- ---------------------------------------- Name and Business Address Present Principal Occupation Name and Address of Corporation or (principal business of employer) Other Organization (if different from address provided in Column 1) - ------------------------------ ------------------------------------- ---------------------------------------- D. Stephen Sorensen President and Chief Executive Koosharem Corporation Officer of Koosharem Corporation 3820 State Street Santa Barbara, CA 93105 - ------------------------------ ------------------------------------- ---------------------------------------- Shannon P. Sorensen Member of the Board of Directors of Koosharem Corporation - ------------------------------ ------------------------------------- ----------------------------------------
Executive Officers of Koosharem Corporation(3) - -------------------------------------------
- ------------------------------------------------ ------------------------------------------- Name Present Principal Occupation - ------------------------------------------------ ------------------------------------------- D. Stephen Sorensen President and Chief Executive Officer - ------------------------------------------------ ------------------------------------------- Paul Sorensen Regional Vice President - ------------------------------------------------ ------------------------------------------- Stephen M. Biersmith Vice President and General Counsel - ------------------------------------------------ ------------------------------------------- Jeff Mitchell Chief Financial Officer - ------------------------------------------------ ------------------------------------------- Laurie Maxwell Director of Operations - ------------------------------------------------ ------------------------------------------- Rich Hulme Vice President of Finance - ------------------------------------------------ -------------------------------------------
Directors and Officers of RT Acquisition Corp.(4) - ----------------------------------------------
- ------------------------------------------------ ------------------------------------------- Name Principal Occupation - ------------------------------------------------ ------------------------------------------- D. Stephen Sorensen President and Chief Executive Officer of Koosharem Corporation - ------------------------------------------------ ------------------------------------------- Paul Sorensen Regional Vice President of Koosharem Corporation - ------------------------------------------------ ------------------------------------------- Stephen M. Biersmith Vice President and General Counsel - ------------------------------------------------ ------------------------------------------- Jeff Mitchell Chief Financial Officer - ------------------------------------------------ -------------------------------------------
- ----------------------------- (3) Each executive officer's present principal occupation is with Koosharem Corporation. The business address of each executive officer is Koosharem Corporation, 3820 State Street, Santa Barbara, CA 93105. (4) The present principal occupation of each director and executive officer of RT Acquisition Corp. is with Koosharem Corporation. See table of executive officers of Koosharem Corporation above. The business address of each director and executive officer of RT Acquisition Corp. is RT Acquisition Corp., 3820 State Street, Santa Barbara, CA 93105. CUSIP No. 75949108 13D Paqe 14 of 14 Pages INDEX TO EXHIBITS Exhibit Number Document - ------- -------- 99.1. Agreement and Plan of Merger, dated May 10, 2006, among Koosharem Corporation, a California corporation, RT Acquisition Corp., a Delaware corporation and Remedy Temp, Inc., a California corporation (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Remedy Temp, Inc., on May 11, 2006). 99.2. Voting Agreement, dated May 10, 2006, between Koosharem Corporation, a California corporation, RT Acquisition Corp., a Delaware corporation, and the Shareholders listed therein. 99.3. Voting Agreement, dated May 10, 2006, between Koosharem Corporation, a California corporation, RT Acquisition Corp., a Delaware corporation, and the Shareholders listed therein. 99.4. Voting Agreement, dated May 10, 2006, between Koosharem Corporation, a California corporation, RT Acquisition Corp., a Delaware corporation, and Greg Palmer. 99.5 Joint Filing Agreement, dated May 19, 2006, by and among Koosharem Corporation, a California corporation, RT Acquisition Corp., a Delaware corporation, The Sorensen Trust, D. Stephen Sorensen and Shannon P. Sorensen. EX-99 2 rtex99-2.txt EXHIBIT 99.2 - VOTING AGREEMENT EXHIBIT 99.2 EXECUTION COPY -------------- VOTING AGREEMENT ---------------- VOTING AGREEMENT (this "Agreement") dated as of May 10, 2006, is by and among KOOSHAREM CORPORATION, a California corporation ("Parent"), RT ACQUISITION CORP., a Delaware corporation ("Merger Sub"), and each Person (as defined in the Merger Agreement (as defined below)) listed on the signature page hereof as a shareholder (each, a "Shareholder," and collectively, the "Shareholders"). For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"), by and among Parent, Merger Sub and RemedyTemp, Inc., a California corporation (the "Company"). RECITALS A. Each Shareholder "beneficially owns" (as such term is defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) and is entitled to dispose of (or to direct the disposition of) and to vote (or to direct the voting of) the number of shares of Class A Common Stock, par value $.01 per share, of the Company (the "Class A Common Stock") and Class B Common Stock, par value $.01 per share, of the Company (the "Class B Common Stock" and, together with the Class A Common Stock, the "Company Common Stock") set forth opposite such stockholder's name on Schedule A hereto (such shares of Company Common Stock, together with all other shares of capital stock of the Company acquired by any Shareholder after the date hereof and during the term of this Agreement, being collectively referred to herein as the "Subject Shares"). B. Concurrently with the execution and delivery of this Agreement, Parent Merger Sub and the Company have entered into the Merger Agreement providing for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation in the Merger (the "Merger"), all upon the terms and subject to the conditions set forth therein. C. As a condition to entering into the Merger Agreement, Parent and Merger Sub have required that the Shareholders enter into this Agreement, and the Shareholders desire to enter into this Agreement to induce Parent and Merger Sub to enter into the Merger Agreement. D. The Board of Directors of the Company has taken all actions necessary and within its authority such that no restrictive provision of any "fair price," "moratorium," "control share acquisition," "business combination," "Shareholder protection," "interested shareholder" or other similar anti-takeover statute or regulation, any restrictive provision of the Amended and Restated Articles of Incorporation or Amended and Restated By-Laws of the Company or comparable organizational documents of any of its Subsidiaries or the Rights Agreement is, or at the Effective Time will be, applicable to the Company, its Subsidiaries, Parent, Merger Sub, the Company Common Stock, the Merger or any other transaction contemplated by this Agreement or the Merger Agreement. NOW, THEREFORE, in consideration of the foregoing and the mutual premises, representations, warranties, covenants and agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as follows: 1. Representations and Warranties of Each Shareholder. Each Shareholder, severally (and not jointly), hereby represents and warrants to Parent as follows: (a) Due Authorization and Organization. With respect to each Shareholder that is not a natural person, such Shareholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization (as applicable) and with respect to each Shareholder that is a natural person, such Shareholder has the requisite capacity to enter into this Agreement. Such Shareholder has all requisite legal power (corporate or other) and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by such Shareholder and constitutes a valid and binding obligation of such Shareholder enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally, and (ii) general principles of equity (regardless of whether considered in a proceeding at law or in equity). (b) No Conflicts. (i) No filing by such Shareholder with any Governmental Entity, and no authorization, consent or approval of any other Person is necessary for the execution of this Agreement by such Shareholder or the consummation by such Shareholder of the transactions contemplated hereby and (ii) none of the execution and delivery of this Agreement by such Shareholder, the consummation by such Shareholder of the transactions contemplated hereby or compliance by such Shareholder with any of the provisions hereof shall (A) conflict with or result in any breach of the organizational documents of such Shareholder (if applicable), (B) result in, or give rise to, a violation or breach of or a default under (with or without notice or lapse of time, or both) any of the terms of any material contract, trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease, permit, understanding, agreement or other instrument or obligation to which such Shareholder is a party or by which such Shareholder or any of its Subject Shares or assets may be bound, or (C) violate any applicable order, writ, injunction, decree, judgment, statute, rule or regulation, except for any of the foregoing as would not reasonably be expected to prevent such Shareholder from performing its obligations under this Agreement. (c) The Subject Shares. Schedule A sets forth opposite such Shareholder's name, the number of Subject Shares over which such Shareholder has record or beneficial ownership as of the date hereof. As of the date hereof, such Shareholder is the record or beneficial owner of the Subject Shares denoted as being owned by such Shareholder on Schedule A and has the sole power to vote (or cause to be voted) such Subject Shares. Except as set forth on such Schedule A, neither such Shareholder nor any affiliate of such Shareholder owns or holds any right to acquire any additional shares of any class of capital stock of the Company or other securities of the Company or any interest therein or any voting rights with respect to any securities of the Company. Such Shareholder has good and valid title to the Subject Shares denoted as being owned by such Shareholder on Schedule A, free and clear of any and all pledges, mortgages, liens, charges, proxies, voting agreements, encumbrances, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those created by this Agreement, as disclosed on Schedule A, or as would not prevent such Shareholder from performing its obligations under this Agreement. (d) Reliance By Parent. Such Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Shareholder's execution and delivery of this Agreement. (e) Litigation. As of the date hereof, there is no action, proceeding or investigation pending or threatened against such Shareholder that questions the validity of this Agreement or any action taken or to be taken by such Shareholder in connection with this Agreement. 2. Representations and Warranties of Parent and Merger Sub. Parent and Merger Sub hereby represent and warrant to the Shareholders as follows: (a) Due Organization, etc. Parent and Merger Sub are each duly organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation. Parent and Merger Sub have all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of Parent and Merger Sub enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally, and (ii) general principles of equity (regardless of whether considered in a proceeding at law or in equity). (b) Conflicts. (i) No filing by Parent or Merger Sub with any Governmental Entity, and no authorization, consent or approval of any other Person is necessary for the execution of this Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the transactions contemplated hereby and (ii) none of the execution and delivery of this Agreement by Parent or Merger Sub, the consummation by Parent or Merger Sub of the transactions contemplated hereby or compliance by Parent or Merger Sub with any of the provisions hereof shall (A) conflict with or result in any breach of the Articles of Incorporation or By-Laws of Parent or the comparable organizational documents of Merger Sub, (B) result in, or give rise to, a violation or breach of or a default under (with or without notice or lapse of time, or both) any of the terms of any contract, loan or credit agreement, note, bond, mortgage, indenture, lease, permit, understanding, agreement or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective assets may be bound, or (C) violate any applicable order, writ, injunction, decree, judgment, statute, rule or regulation, except for any of the foregoing as would not prevent Parent or Merger Sub from performing their respective obligations under this Agreement. 3. Covenants of Each Shareholder. Until the termination of this Agreement in accordance with Section 5, each Shareholder, in its capacity as such, agrees as follows: (a) At the Company Shareholders Meeting or at any adjournment, postponement or continuation thereof or in any other circumstances occurring prior to the Company Shareholders Meeting upon which a vote or other approval with respect to the Merger and the Merger Agreement is sought, each Shareholder shall vote (or cause to be voted) the Subject Shares (and each class thereof) held by such Shareholder (i) in favor of the approval of the Merger and the approval and adoption of the Merger Agreement; and (ii) except with the written consent of Parent and Merger Sub, against any Company Acquisition Proposal. Any such vote shall be cast in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote. Each Shareholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3(a). (b) Each Shareholder agrees not to, directly or indirectly, (i) sell, transfer, tender, pledge, encumber, assign or otherwise dispose of (collectively, a "Transfer") or enter into any agreement, option or other arrangement with respect to, or consent to a Transfer of, or reduce his, her or its risk in a Constructive Sale (as defined below) with respect to, any or all of the Subject Shares, other than in accordance with the Merger Agreement, or (ii) grant any proxies (other than the Company proxy card in connection with the Company Shareholders Meeting if and to the extent such proxy is consistent with such Shareholder's obligations under Section 3(a) hereof), deposit any Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any of the Subject Shares, other than pursuant to this Agreement or in a manner consistent with such Shareholder's obligations under Section 3(a) hereof. Such Shareholder further agrees not to, and shall cause its affiliates not to, commit or agree to take any of the foregoing actions or take any action that may reasonably be expected to have the effect of preventing, impeding, interfering with or adversely affecting its ability to perform its obligations under this Agreement. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, each Shareholder may Transfer any or all of the Subject Shares (i) by will, or by operation of law, in which case this Agreement shall bind the transferee, or (ii) in connection with estate and charitable planning purposes, including Transfers to relatives, trusts and charitable organizations or by distribution to partners, members, shareholders or affiliates of the Shareholder, so long as the transferee, prior to such Transfer, executes a counterpart of this Agreement (with such modifications as Parent may reasonably request solely to reflect such transfer). As used herein, the term "Constructive Sale" shall mean a short sale with respect to any Subject Shares, entering into or acquiring an offsetting derivative contract with respect to any Subject Shares, entering into or acquiring a futures or forward contract to deliver any Subject Shares or entering into any other or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership. (c) Such Shareholder shall not, nor shall such Shareholder permit any of its affiliates to, nor shall such Shareholder act in concert with or permit any affiliate to act in concert with any Person to make, or in any manner participate in, directly or indirectly, a "solicitation" (as such term is used in the rules of the Securities and Exchange Commission) of proxies or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any shares of Company Common Stock intended to facilitate any Company Acquisition Proposal or to cause shareholders of the Company not to vote to approve and adopt the Merger Agreement. 4. Shareholder Capacity. No Person executing this Agreement, nor any officer, director, partner, employee, agent or representative of such Person, who is or becomes during the term of this Agreement a director or officer of the Company shall be deemed to make any agreement or understanding in this Agreement in such Person's capacity as a director or officer. Each Shareholder is entering into this Agreement solely in his or her capacity as the record holder or beneficial owner of, or the trustee of a trust whose beneficiaries are the beneficial owners of, such Shareholder's Subject Shares and nothing herein shall limit or affect any actions taken by a Shareholder in his or her capacity as a director or officer of the Company. 5. Termination. This Agreement shall terminate (i) upon the approval and adoption of the Merger Agreement at the Company Shareholders Meeting; (ii) upon the termination of the Merger Agreement in accordance with its terms; or (iii) at any time upon notice by Parent to the Shareholders. No party hereto shall be relieved from any liability for intentional breach of this Agreement by reason of any such termination. Notwithstanding the foregoing, this Section 5 and Sections 7 and 9 of this Agreement shall survive the termination of this Agreement. 6. Appraisal Rights. To the extent permitted by applicable law, each Shareholder hereby waives any rights of appraisal or rights to dissent from the Merger that it may have under applicable law. 7. Publication. Each Shareholder hereby authorizes Parent and the Company to publish and disclose in the Proxy Statement (including any and all documents and schedules filed with the Securities and Exchange Commission relating thereto) its identity and ownership of Subject Shares and the nature of its commitments, arrangements and understandings pursuant to this Agreement. 8. Robert E. McDonough Sr. Medical Benefits In consideration of the covenants and agreements contained in this Agreement, during the period from December 3, 2007, the date of expiration of the Amended and Restated Employment Agreement between the Company and Robert E. McDonough, Sr., dated as of January 7, 1998 as amended, until the 18-month anniversary of such date, Parent shall, or shall cause the Surviving Corporation to, provide medical insurance benefits to Robert E. McDonough, Sr. on substantially the same terms provided to other executive officers of Parent. 9. Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9. 10. Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed entirely within that State. Each party hereby agrees and consents to be subject to the jurisdiction of the Court of Chancery of the State of Delaware in and for New Castle County or, if the Court of Chancery lacks subject matter jurisdiction, any court of the State of Delaware situated in New Castle County or the United States District Court for the District of Delaware in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby. Each party hereby irrevocably consents to the service of any and all process in any such suit, action or proceeding by the delivery of such process to such party at the address and in the manner provided in Section 14 hereof. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Court of Chancery of the State of Delaware in and for New Castle County or, if the Court of Chancery lacks subject matter jurisdiction, any court of the State of Delaware situated in New Castle County or the United States District Court for the District of Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. 11. Specific Performance. Each party hereto acknowledges that money damages would be both incalculable and an insufficient remedy for any breach of this Agreement by such party and that any such breach would cause the other party hereto irreparable harm. Accordingly, each party hereto also agrees that, in the event of any breach or threatened breach of the provisions of this Agreement by such party, the other party hereto shall be entitled to equitable relief without the requirement of posting a bond or other security, including in the form of injunctions and orders for specific performance. 12. Amendment, Waivers, Etc. This Agreement may be amended by Parent, Merger Sub and the Shareholders at any time before or after adoption of the Merger Agreement by the shareholders of the Company; provided, however, that after such adoption, no amendment shall be made that by law or in accordance with the rules of any relevant stock exchange or automated inter-dealer quotation system requires further approval by such Shareholders without such further approval. This Agreement may not be amended except by an instrument in writing signed by Parent, Merger Sub and the Shareholders. At any time prior to the Effective Time, Parent, Merger Sub and the Shareholders may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or acts of the other party; (ii) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant to this Agreement; and (iii) waive compliance with any of the agreements or conditions of the other party contained herein; provided, however, that no failure or delay by Parent, Merger Sub and the Shareholders in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of Parent or the Shareholders to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. 13. Assignment; No Third Party Beneficiaries. Neither this Agreement nor any of the rights, benefits or obligations hereunder may be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of all of the other parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than Parent, Merger Sub and the Shareholders and their respective successors and permitted assigns) any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, and no Person (other than as so specified) shall be deemed a third party beneficiary under or by reason of this Agreement. 14. Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made (i) as of the date delivered if delivered personally or on the date of confirmation of receipt if sent by facsimile and (ii) on the third business day after deposit in the U.S. mail, if mailed by registered or certified mail (postage prepaid, return receipt requested), in each case to the parties at the following addresses (or at such other address for a party as shall be specified by like notice, except that notices of changes of address shall be effective upon receipt): if to Parent, to: Koosharem Corporation 3820 State Street Santa Barbara, California 93105 Attention: D. Stephen Sorensen Telephone: (805) 882-2202 (not official notice) Facsimile: (805) 898-7111 If to any Shareholder, at the address set forth under such Shareholder's name on Schedule A hereto or to such other address as the party to whom notice is to be given may have furnished to the other parties in writing in accordance herewith. 15. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the maximum extent possible. 16. Integration. This Agreement (together with the Merger Agreement to the extent referenced herein), including Schedule A hereto, constitutes the full and entire understanding and agreement of the parties with respect to the subject matter hereof and thereof and supersedes any and all prior understandings or agreements relating to the subject matter hereof and thereof. 17. Mutual Drafting. Each party hereto has participated in the drafting of this Agreement, which each party acknowledges is the result of extensive negotiations between the parties. 18. Section Headings. The section headings of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. 19. Counterparts. This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, and of which when executed shall be deemed to be an original but all which shall constitute one and the same agreement. [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, the parties hereto have executed this Voting Agreement as of the day and date first above written. KOOSHAREM CORPORATION By:/s/ D. Stephen Sorensen ------------------------------------- D. Stephen Sorensen President and Chief Executive Officer RT ACQUISITION CORP. By:/s/ D. Stephen Sorensen ------------------------------------- D. Stephen Sorensen President and Chief Executive Officer SHAREHOLDERS: ------------ By:/s/ Robert E. McDonough, Sr. ------------------------------------- Robert E. McDonough, Sr. By:/s/ Robert E. McDonough, Sr. ------------------------------------- Robert E. McDonough, Trustee of the McDonough Survivor's Trust U/D/T dated June 5, 1985, as amended By:/s/ Robert E. McDonough, Sr. ------------------------------------- Robert E. McDonough, Trustee of the McDonough Exempt Marital Trust U/D/T dated June 5, 1985 SCHEDULE A ---------- SHAREHOLDERS ------------ ------------------------------------------------------ ----------------------- Shareholder Subject Shares ------------------------------------------------------ ----------------------- Robert E. McDonough, Sr. 100 35557 Beach Rd. Capistrano Beach, CA 92624-1709 ------------------------------------------------------ ----------------------- Robert G. McDonough, Sr., TTCE 1,370,000 McDonough Survivor's Trust #2 U/A DTD 6/15/85 101 Enterprise Aliso Viejo, CA 92656-2610 ------------------------------------------------------ ----------------------- Robert E. McDonough, Trustee of the McDonough Exempt 195,568 Marital Trust UDT DTD 6/5/85 as amended 35557 Beach Rd. Capistrano Beach, CA 92624-1709 ------------------------------------------------------ ----------------------- EX-99 3 rtex99-3.txt EXHIBIT 99.3 - VOTING AGREEMENT EXHIBIT 99.3 EXECUTION COPY -------------- VOTING AGREEMENT ---------------- VOTING AGREEMENT (this "Agreement") dated as of May 10, 2006, is by and among KOOSHAREM CORPORATION, a California corporation ("Parent"), RT ACQUISITION CORP., a Delaware corporation ("Merger Sub"), and each Person (as defined in the Merger Agreement (as defined below)) listed on the signature page hereof as a shareholder (each, a "Shareholder," and collectively, the "Shareholders"). For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"), by and among Parent, Merger Sub and RemedyTemp, Inc., a California corporation (the "Company"). RECITALS A. Each Shareholder "beneficially owns" (as such term is defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) and is entitled to dispose of (or to direct the disposition of) and to vote (or to direct the voting of) the number of shares of Class A Common Stock, par value $.01 per share, of the Company (the "Class A Common Stock") and Class B Common Stock, par value $.01 per share, of the Company (the "Class B Common Stock" and, together with the Class A Common Stock, the "Company Common Stock") set forth opposite such stockholder's name on Schedule A hereto (such shares of Company Common Stock, together with all other shares of capital stock of the Company acquired by any Shareholder after the date hereof and during the term of this Agreement, being collectively referred to herein as the "Subject Shares"). B. Concurrently with the execution and delivery of this Agreement, Parent Merger Sub and the Company have entered into the Merger Agreement providing for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation in the Merger (the "Merger"), all upon the terms and subject to the conditions set forth therein. C. As a condition to entering into the Merger Agreement, Parent and Merger Sub have required that the Shareholders enter into this Agreement, and the Shareholders desire to enter into this Agreement to induce Parent and Merger Sub to enter into the Merger Agreement. D. The Board of Directors of the Company has taken all actions necessary and within its authority such that no restrictive provision of any "fair price," "moratorium," "control share acquisition," "business combination," "Shareholder protection," "interested shareholder" or other similar anti-takeover statute or regulation, any restrictive provision of the Amended and Restated Articles of Incorporation or Amended and Restated By-Laws of the Company or comparable organizational documents of any of its Subsidiaries or the Rights Agreement is, or at the Effective Time will be, applicable to the Company, its Subsidiaries, Parent, Merger Sub, the Company Common Stock, the Merger or any other transaction contemplated by this Agreement or the Merger Agreement. NOW, THEREFORE, in consideration of the foregoing and the mutual premises, representations, warranties, covenants and agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as follows: 1. Representations and Warranties of Each Shareholder. Each Shareholder, severally (and not jointly), hereby represents and warrants to Parent as follows: (a) Due Authorization and Organization. With respect to each Shareholder that is not a natural person, such Shareholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization (as applicable) and with respect to each Shareholder that is a natural person, such Shareholder has the requisite capacity to enter into this Agreement. Such Shareholder has all requisite legal power (corporate or other) and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by such Shareholder and constitutes a valid and binding obligation of such Shareholder enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally, and (ii) general principles of equity (regardless of whether considered in a proceeding at law or in equity). (b) No Conflicts. (i) No filing by such Shareholder with any Governmental Entity, and no authorization, consent or approval of any other Person is necessary for the execution of this Agreement by such Shareholder or the consummation by such Shareholder of the transactions contemplated hereby and (ii) none of the execution and delivery of this Agreement by such Shareholder, the consummation by such Shareholder of the transactions contemplated hereby or compliance by such Shareholder with any of the provisions hereof shall (A) conflict with or result in any breach of the organizational documents of such Shareholder (if applicable), (B) result in, or give rise to, a violation or breach of or a default under (with or without notice or lapse of time, or both) any of the terms of any material contract, trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease, permit, understanding, agreement or other instrument or obligation to which such Shareholder is a party or by which such Shareholder or any of its Subject Shares or assets may be bound, or (C) violate any applicable order, writ, injunction, decree, judgment, statute, rule or regulation, except for any of the foregoing as would not reasonably be expected to prevent such Shareholder from performing its obligations under this Agreement. (c) The Subject Shares. Schedule A sets forth opposite such Shareholder's name, the number of Subject Shares over which such Shareholder has record or beneficial ownership as of the date hereof. As of the date hereof, such Shareholder is the record or beneficial owner of the Subject Shares denoted as being owned by such Shareholder on Schedule A and has the sole power to vote (or cause to be voted) such Subject Shares. Except as set forth on such Schedule A, neither such Shareholder nor any affiliate of such Shareholder owns or holds any right to acquire any additional shares of any class of capital stock of the Company or other securities of the Company or any interest therein or any voting rights with respect to any securities of the Company. Such Shareholder has good and valid title to the Subject Shares denoted as being owned by such Shareholder on Schedule A, free and clear of any and all pledges, mortgages, liens, charges, proxies, voting agreements, encumbrances, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those created by this Agreement, as disclosed on Schedule A, or as would not prevent such Shareholder from performing its obligations under this Agreement. (d) Reliance By Parent. Such Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Shareholder's execution and delivery of this Agreement. (e) Litigation. As of the date hereof, there is no action, proceeding or investigation pending or threatened against such Shareholder that questions the validity of this Agreement or any action taken or to be taken by such Shareholder in connection with this Agreement. 2. Representations and Warranties of Parent and Merger Sub. Parent and Merger Sub hereby represent and warrant to the Shareholders as follows: (a) Due Organization, etc. Parent and Merger Sub are each duly organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation. Parent and Merger Sub have all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of Parent and Merger Sub enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally, and (ii) general principles of equity (regardless of whether considered in a proceeding at law or in equity). (b) Conflicts. (i) No filing by Parent or Merger Sub with any Governmental Entity, and no authorization, consent or approval of any other Person is necessary for the execution of this Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the transactions contemplated hereby and (ii) none of the execution and delivery of this Agreement by Parent or Merger Sub, the consummation by Parent or Merger Sub of the transactions contemplated hereby or compliance by Parent or Merger Sub with any of the provisions hereof shall (A) conflict with or result in any breach of the Articles of Incorporation or By-Laws of Parent or the comparable organizational documents of Merger Sub, (B) result in, or give rise to, a violation or breach of or a default under (with or without notice or lapse of time, or both) any of the terms of any contract, loan or credit agreement, note, bond, mortgage, indenture, lease, permit, understanding, agreement or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective assets may be bound, or (C) violate any applicable order, writ, injunction, decree, judgment, statute, rule or regulation, except for any of the foregoing as would not prevent Parent or Merger Sub from performing their respective obligations under this Agreement. 3. Covenants of Each Shareholder. Until the termination of this Agreement in accordance with Section 5, each Shareholder, in its capacity as such, agrees as follows: (a) At the Company Shareholders Meeting or at any adjournment, postponement or continuation thereof or in any other circumstances occurring prior to the Company Shareholders Meeting upon which a vote or other approval with respect to the Merger and the Merger Agreement is sought, each Shareholder shall vote (or cause to be voted) the Subject Shares (and each class thereof) held by such Shareholder (i) in favor of the approval of the Merger and the approval and adoption of the Merger Agreement; and (ii) except with the written consent of Parent and Merger Sub, against any Company Acquisition Proposal. Any such vote shall be cast in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote. Each Shareholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3(a). (b) Each Shareholder agrees not to, directly or indirectly, (i) sell, transfer, tender, pledge, encumber, assign or otherwise dispose of (collectively, a "Transfer") or enter into any agreement, option or other arrangement with respect to, or consent to a Transfer of, or reduce his, her or its risk in a Constructive Sale (as defined below) with respect to, any or all of the Subject Shares, other than in accordance with the Merger Agreement, or (ii) grant any proxies (other than the Company proxy card in connection with the Company Shareholders Meeting if and to the extent such proxy is consistent with such Shareholder's obligations under Section 3(a) hereof), deposit any Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any of the Subject Shares, other than pursuant to this Agreement or in a manner consistent with such Shareholder's obligations under Section 3(a) hereof. Such Shareholder further agrees not to, and shall cause its affiliates not to, commit or agree to take any of the foregoing actions or take any action that may reasonably be expected to have the effect of preventing, impeding, interfering with or adversely affecting its ability to perform its obligations under this Agreement. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, each Shareholder may Transfer any or all of the Subject Shares (i) by will, or by operation of law, in which case this Agreement shall bind the transferee, or (ii) in connection with estate and charitable planning purposes, including Transfers to relatives, trusts and charitable organizations or by distribution to partners, members, shareholders or affiliates of the Shareholder, so long as the transferee, prior to such Transfer, executes a counterpart of this Agreement (with such modifications as Parent may reasonably request solely to reflect such transfer). As used herein, the term "Constructive Sale" shall mean a short sale with respect to any Subject Shares, entering into or acquiring an offsetting derivative contract with respect to any Subject Shares, entering into or acquiring a futures or forward contract to deliver any Subject Shares or entering into any other or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership. (c) Such Shareholder shall not, nor shall such Shareholder permit any of its affiliates to, nor shall such Shareholder act in concert with or permit any affiliate to act in concert with any Person to make, or in any manner participate in, directly or indirectly, a "solicitation" (as such term is used in the rules of the Securities and Exchange Commission) of proxies or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any shares of Company Common Stock intended to facilitate any Company Acquisition Proposal or to cause shareholders of the Company not to vote to approve and adopt the Merger Agreement. 4. Shareholder Capacity. No Person executing this Agreement, nor any officer, director, partner, employee, agent or representative of such Person, who is or becomes during the term of this Agreement a director or officer of the Company shall be deemed to make any agreement or understanding in this Agreement in such Person's capacity as a director or officer. Each Shareholder is entering into this Agreement solely in his or her capacity as the record holder or beneficial owner of, or the trustee of a trust whose beneficiaries are the beneficial owners of, such Shareholder's Subject Shares and nothing herein shall limit or affect any actions taken by a Shareholder in his or her capacity as a director or officer of the Company. 5. Termination. This Agreement shall terminate (i) upon the approval and adoption of the Merger Agreement at the Company Shareholders Meeting; (ii) upon the termination of the Merger Agreement in accordance with its terms; or (iii) at any time upon notice by Parent to the Shareholders. No party hereto shall be relieved from any liability for intentional breach of this Agreement by reason of any such termination. Notwithstanding the foregoing, this Section 5 and Sections 7 and 8 of this Agreement shall survive the termination of this Agreement. 6. Appraisal Rights. To the extent permitted by applicable law, each Shareholder hereby waives any rights of appraisal or rights to dissent from the Merger that it may have under applicable law. 7. Publication. Each Shareholder hereby authorizes Parent and the Company to publish and disclose in the Proxy Statement (including any and all documents and schedules filed with the Securities and Exchange Commission relating thereto) its identity and ownership of Subject Shares and the nature of its commitments, arrangements and understandings pursuant to this Agreement. 8. Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8. 9. Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed entirely within that State. Each party hereby agrees and consents to be subject to the jurisdiction of the Court of Chancery of the State of Delaware in and for New Castle County or, if the Court of Chancery lacks subject matter jurisdiction, any court of the State of Delaware situated in New Castle County or the United States District Court for the District of Delaware in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby. Each party hereby irrevocably consents to the service of any and all process in any such suit, action or proceeding by the delivery of such process to such party at the address and in the manner provided in Section 13 hereof. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Court of Chancery of the State of Delaware in and for New Castle County or, if the Court of Chancery lacks subject matter jurisdiction, any court of the State of Delaware situated in New Castle County or the United States District Court for the District of Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. 10. Specific Performance. Each party hereto acknowledges that money damages would be both incalculable and an insufficient remedy for any breach of this Agreement by such party and that any such breach would cause the other party hereto irreparable harm. Accordingly, each party hereto also agrees that, in the event of any breach or threatened breach of the provisions of this Agreement by such party, the other party hereto shall be entitled to equitable relief without the requirement of posting a bond or other security, including in the form of injunctions and orders for specific performance. 11. Amendment, Waivers, Etc. This Agreement may be amended by Parent, Merger Sub and the Shareholders at any time before or after adoption of the Merger Agreement by the shareholders of the Company; provided, however, that after such adoption, no amendment shall be made that by law or in accordance with the rules of any relevant stock exchange or automated inter-dealer quotation system requires further approval by such Shareholders without such further approval. This Agreement may not be amended except by an instrument in writing signed by Parent, Merger Sub and the Shareholders. At any time prior to the Effective Time, Parent, Merger Sub and the Shareholders may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or acts of the other party; (ii) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant to this Agreement; and (iii) waive compliance with any of the agreements or conditions of the other party contained herein; provided, however, that no failure or delay by Parent, Merger Sub and the Shareholders in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of Parent or the Shareholders to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. 12. Assignment; No Third Party Beneficiaries. Neither this Agreement nor any of the rights, benefits or obligations hereunder may be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of all of the other parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than Parent, Merger Sub and the Shareholders and their respective successors and permitted assigns) any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, and no Person (other than as so specified) shall be deemed a third party beneficiary under or by reason of this Agreement. 13. Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made (i) as of the date delivered if delivered personally or on the date of confirmation of receipt if sent by facsimile and (ii) on the third business day after deposit in the U.S. mail, if mailed by registered or certified mail (postage prepaid, return receipt requested), in each case to the parties at the following addresses (or at such other address for a party as shall be specified by like notice, except that notices of changes of address shall be effective upon receipt): if to Parent, to: Koosharem Corporation 3820 State Street Santa Barbara, California 93105 Attention: D. Stephen Sorensen Telephone: (805) 882-2202 (not official notice) Facsimile: (805) 898-7111 If to any Shareholder, at the address set forth under such Shareholder's name on Schedule A hereto or to such other address as the party to whom notice is to be given may have furnished to the other parties in writing in accordance herewith. 14. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the maximum extent possible. 15. Integration. This Agreement (together with the Merger Agreement to the extent referenced herein), including Schedule A hereto, constitutes the full and entire understanding and agreement of the parties with respect to the subject matter hereof and thereof and supersedes any and all prior understandings or agreements relating to the subject matter hereof and thereof. 16. Mutual Drafting. Each party hereto has participated in the drafting of this Agreement, which each party acknowledges is the result of extensive negotiations between the parties. 17. Section Headings. The section headings of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. 18. Counterparts. This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, and of which when executed shall be deemed to be an original but all which shall constitute one and the same agreement. [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, the parties hereto have executed this Voting Agreement as of the day and date first above written. KOOSHAREM CORPORATION By:/s/ D. Stephen Sorensen ------------------------------------- D. Stephen Sorensen President and Chief Executive Officer RT ACQUISITION CORP. By:/s/ D. Stephen Sorensen ------------------------------------- D. Stephen Sorensen President and Chief Executive Officer SHAREHOLDERS: ------------ By:/s/ Paul W. Mikos, Trustee ------------------------------ /s/ Susan McDonough, Trustee ------------------------------ Mikos Trust Dated April 14, 1992 Paul W. Mikos and Susan M. Mikos as Trustees SCHEDULE A ---------- SHAREHOLDERS ------------ - ---------------------------------------------------- --------------------------- SHAREHOLDERS SUBJECT SHARES - ---------------------------------------------------- --------------------------- Mikos Trust DTD 4/14/92 565,980 Paul W. Mikos and Susan M. Mikos TTEE 27551 Rolling Wood Lane San Juan Capistrano, CA 92675 - ---------------------------------------------------- --------------------------- EX-99 4 rtex99-4.txt EXHIBIT 99.4 - VOTING AGREEMENT EXHIBIT 99.4 EXECUTION COPY -------------- VOTING AGREEMENT VOTING AGREEMENT (this "Agreement") dated as of May 10, 2006, is by and among KOOSHAREM CORPORATION, a California corporation ("Parent"), RT ACQUISITION CORP., a Delaware corporation ("Merger Sub"), and Greg Palmer (the "Shareholder"). For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"), by and among Parent, Merger Sub and RemedyTemp, Inc., a California corporation (the "Company"). RECITALS A. Shareholder "beneficially owns" (as such term is defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) and is entitled to dispose of (or to direct the disposition of) and to vote (or to direct the voting of) the number of shares of Class A Common Stock, par value $.01 per share, of the Company (the "Class A Common Stock") and Class B Common Stock, par value $.01 per share, of the Company (the "Class B Common Stock" and, together with the Class A Common Stock, the "Company Common Stock") set forth on Schedule A hereto (such shares of Company Common Stock, together with all other shares of capital stock of the Company acquired by the Shareholder after the date hereof and during the term of this Agreement, being collectively referred to herein as the "Subject Shares"). B. Concurrently with the execution and delivery of this Agreement, Parent Merger Sub and the Company have entered into the Merger Agreement providing for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation in the Merger (the "Merger"), all upon the terms and subject to the conditions set forth therein. C. As a condition to entering into the Merger Agreement, Parent and Merger Sub have required that the Shareholder enter into this Agreement, and the Shareholder desires to enter into this Agreement to induce Parent and Merger Sub to enter into the Merger Agreement. D. The Board of Directors of the Company has taken all actions necessary and within its authority such that no restrictive provision of any "fair price," "moratorium," "control share acquisition," "business combination," "Shareholder protection," "interested shareholder" or other similar anti-takeover statute or regulation, any restrictive provision of the Amended and Restated Articles of Incorporation or Amended and Restated By-Laws of the Company or comparable organizational documents of any of its Subsidiaries or the Rights Agreement is, or at the Effective Time will be, applicable to the Company, its Subsidiaries, Parent, Merger Sub, the Company Common Stock, the Merger or any other transaction contemplated by this Agreement or the Merger Agreement. NOW, THEREFORE, in consideration of the foregoing and the mutual premises, representations, warranties, covenants and agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as follows: 1. Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent as follows: (a) Due Authorization and Organization. To the extent that the Shareholder is not a natural person, the Shareholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization (as applicable) and, to the extent that the Shareholder is a natural person, the Shareholder has the requisite capacity to enter into this Agreement. The Shareholder has all requisite legal power (corporate or other) and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Shareholder and constitutes a valid and binding obligation of the Shareholder enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally, and (ii) general principles of equity (regardless of whether considered in a proceeding at law or in equity). (b) No Conflicts. (i) No filing by the Shareholder with any Governmental Entity, and no authorization, consent or approval of any other Person is necessary for the execution of this Agreement by the Shareholder or the consummation by the Shareholder of the transactions contemplated hereby and (ii) none of the execution and delivery of this Agreement by the Shareholder, the consummation by the Shareholder of the transactions contemplated hereby or compliance by the Shareholder with any of the provisions hereof shall (A) conflict with or result in any breach of the organizational documents of the Shareholder (if applicable), (B) result in, or give rise to, a violation or breach of or a default under (with or without notice or lapse of time, or both) any of the terms of any material contract, trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease, permit, understanding, agreement or other instrument or obligation to which the Shareholder is a party or by which the Shareholder or any of its Subject Shares or assets may be bound, or (C) violate any applicable order, writ, injunction, decree, judgment, statute, rule or regulation, except for any of the foregoing as would not reasonably be expected to prevent the Shareholder from performing its obligations under this Agreement. (c) The Subject Shares. Schedule A sets forth the number of Subject Shares over which the Shareholder has record or beneficial ownership as of the date hereof. As of the date hereof, the Shareholder is the record or beneficial owner of the Subject Shares denoted as being owned by the Shareholder on Schedule A and has the sole power to vote (or cause to be voted) such Subject Shares. Except as set forth on such Schedule A, neither the Shareholder nor any affiliate of the Shareholder owns or holds any right to acquire any additional shares of any class of capital stock of the Company or other securities of the Company or any interest therein or any voting rights with respect to any securities of the Company. The Shareholder has good and valid title to the Subject Shares denoted as being owned by the Shareholder on Schedule A, free and clear of any and all pledges, mortgages, liens, charges, proxies, voting agreements, encumbrances, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those created by this Agreement, as disclosed on Schedule A, or as would not prevent the Shareholder from performing its obligations under this Agreement. (d) Reliance By Parent. The Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Shareholder's execution and delivery of this Agreement. (e) Litigation. As of the date hereof, there is no action, proceeding or investigation pending or threatened against the Shareholder that questions the validity of this Agreement or any action taken or to be taken by the Shareholder in connection with this Agreement. 2. Representations and Warranties of Parent and Merger Sub. Parent and Merger Sub hereby represent and warrant to the Shareholder as follows: (a) Due Organization, etc. Parent and Merger Sub are each duly organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation. Parent and Merger Sub have all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of Parent and Merger Sub enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally, and (ii) general principles of equity (regardless of whether considered in a proceeding at law or in equity). (b) Conflicts. (i) No filing by Parent or Merger Sub with any Governmental Entity, and no authorization, consent or approval of any other Person is necessary for the execution of this Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the transactions contemplated hereby and (ii) none of the execution and delivery of this Agreement by Parent or Merger Sub, the consummation by Parent or Merger Sub of the transactions contemplated hereby or compliance by Parent or Merger Sub with any of the provisions hereof shall (A) conflict with or result in any breach of the Articles of Incorporation or By-Laws of Parent or the comparable organizational documents of Merger Sub, (B) result in, or give rise to, a violation or breach of or a default under (with or without notice or lapse of time, or both) any of the terms of any contract, loan or credit agreement, note, bond, mortgage, indenture, lease, permit, understanding, agreement or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective assets may be bound, or (C) violate any applicable order, writ, injunction, decree, judgment, statute, rule or regulation, except for any of the foregoing as would not prevent Parent or Merger Sub from performing their respective obligations under this Agreement. 3. Covenants of the Shareholder. Until the termination of this Agreement in accordance with Section 5, the Shareholder, in its capacity as such, agrees as follows: (a) At the Company Shareholders Meeting or at any adjournment, postponement or continuation thereof or in any other circumstances occurring prior to the Company Shareholders Meeting upon which a vote or other approval with respect to the Merger and the Merger Agreement is sought, the Shareholder shall vote (or cause to be voted) the Subject Shares (and each class thereof) held by the Shareholder (i) in favor of the approval of the Merger and the approval and adoption of the Merger Agreement; and (ii) except with the written consent of Parent and Merger Sub, against any Company Acquisition Proposal. Any such vote shall be cast in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote. The Shareholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3(a). (b) The Shareholder agrees not to, directly or indirectly, (i) sell, transfer, tender, pledge, encumber, assign or otherwise dispose of (collectively, a "Transfer") or enter into any agreement, option or other arrangement with respect to, or consent to a Transfer of, or reduce his, her or its risk in a Constructive Sale (as defined below) with respect to, any or all of the Subject Shares, other than in accordance with the Merger Agreement, or (ii) grant any proxies (other than the Company proxy card in connection with the Company Shareholders Meeting if and to the extent such proxy is consistent with the Shareholder's obligations under Section 3(a) hereof), deposit any Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any of the Subject Shares, other than pursuant to this Agreement or in a manner consistent with the Shareholder's obligations under Section 3(a) hereof. Such Shareholder further agrees not to, and shall cause its affiliates not to, commit or agree to take any of the foregoing actions or take any action that may reasonably be expected to have the effect of preventing, impeding, interfering with or adversely affecting its ability to perform its obligations under this Agreement. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, the Shareholder may Transfer any or all of the Subject Shares (i) by will, or by operation of law, in which case this Agreement shall bind the transferee, or (ii) in connection with estate and charitable planning purposes, including Transfers to relatives, trusts and charitable organizations or by distribution to partners, members, shareholders or affiliates of the Shareholder, so long as the transferee, prior to such Transfer, executes a counterpart of this Agreement (with such modifications as Parent may reasonably request solely to reflect such transfer). As used herein, the term "Constructive Sale" shall mean a short sale with respect to any Subject Shares, entering into or acquiring an offsetting derivative contract with respect to any Subject Shares, entering into or acquiring a futures or forward contract to deliver any Subject Shares or entering into any other or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership. (c) The Shareholder shall not, nor shall the Shareholder permit any of its affiliates to, nor shall the Shareholder act in concert with or permit any affiliate to act in concert with any Person to make, or in any manner participate in, directly or indirectly, a "solicitation" (as such term is used in the rules of the Securities and Exchange Commission) of proxies or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any shares of Company Common Stock intended to facilitate any Company Acquisition Proposal or to cause shareholders of the Company not to vote to approve and adopt the Merger Agreement. 4. Shareholder Capacity. No Person executing this Agreement, nor any officer, director, partner, employee, agent or representative of such Person, who is or becomes during the term of this Agreement a director or officer of the Company shall be deemed to make any agreement or understanding in this Agreement in such Person's capacity as a director or officer. The Shareholder is entering into this Agreement solely in his or her capacity as the record holder or beneficial owner of, or the trustee of a trust whose beneficiaries are the beneficial owners of, the Shareholder's Subject Shares and nothing herein shall limit or affect any actions taken by the Shareholder in his or her capacity as a director or officer of the Company. 5. Termination. This Agreement shall terminate (i) upon the approval and adoption of the Merger Agreement at the Company Shareholders Meeting; (ii) upon the termination of the Merger Agreement in accordance with its terms; or (iii) at any time upon notice by Parent to the Shareholder. No party hereto shall be relieved from any liability for intentional breach of this Agreement by reason of any such termination. Notwithstanding the foregoing, this Section 5 and Sections 7 and 8 of this Agreement shall survive the termination of this Agreement. 6. Appraisal Rights. To the extent permitted by applicable law, the Shareholder hereby waives any rights of appraisal or rights to dissent from the Merger that it may have under applicable law. 7. Publication. The Shareholder hereby authorizes Parent and the Company to publish and disclose in the Proxy Statement (including any and all documents and schedules filed with the Securities and Exchange Commission relating thereto) its identity and ownership of Subject Shares and the nature of its commitments, arrangements and understandings pursuant to this Agreement. 8. Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8. 9. Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed entirely within that State. Each party hereby agrees and consents to be subject to the jurisdiction of the Court of Chancery of the State of Delaware in and for New Castle County or, if the Court of Chancery lacks subject matter jurisdiction, any court of the State of Delaware situated in New Castle County or the United States District Court for the District of Delaware in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby. Each party hereby irrevocably consents to the service of any and all process in any such suit, action or proceeding by the delivery of such process to such party at the address and in the manner provided in Section 13 hereof. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Court of Chancery of the State of Delaware in and for New Castle County or, if the Court of Chancery lacks subject matter jurisdiction, any court of the State of Delaware situated in New Castle County or the United States District Court for the District of Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. 10. Specific Performance. Each party hereto acknowledges that money damages would be both incalculable and an insufficient remedy for any breach of this Agreement by such party and that any such breach would cause the other party hereto irreparable harm. Accordingly, each party hereto also agrees that, in the event of any breach or threatened breach of the provisions of this Agreement by such party, the other party hereto shall be entitled to equitable relief without the requirement of posting a bond or other security, including in the form of injunctions and orders for specific performance. 11. Amendment, Waivers, Etc. This Agreement may be amended by Parent, Merger Sub and the Shareholder at any time before or after adoption of the Merger Agreement by the shareholders of the Company; provided, however, that after such adoption, no amendment shall be made that by law or in accordance with the rules of any relevant stock exchange or automated inter-dealer quotation system requires further approval by such Shareholders without such further approval. This Agreement may not be amended except by an instrument in writing signed by Parent, Merger Sub and the Shareholder. At any time prior to the Effective Time, Parent, Merger Sub and the Shareholders may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or acts of the other party; (ii) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant to this Agreement; and (iii) waive compliance with any of the agreements or conditions of the other party contained herein; provided, however, that no failure or delay by Parent, Merger Sub and the Shareholder in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of Parent or the Shareholder to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. 12. Assignment; No Third Party Beneficiaries. Neither this Agreement nor any of the rights, benefits or obligations hereunder may be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of all of the other parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than Parent, Merger Sub and the Shareholder and their respective successors and permitted assigns) any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, and no Person (other than as so specified) shall be deemed a third party beneficiary under or by reason of this Agreement. 13. Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made (i) as of the date delivered if delivered personally or on the date of confirmation of receipt if sent by facsimile and (ii) on the third business day after deposit in the U.S. mail, if mailed by registered or certified mail (postage prepaid, return receipt requested), in each case to the parties at the following addresses (or at such other address for a party as shall be specified by like notice, except that notices of changes of address shall be effective upon receipt): if to Parent, to: Koosharem Corporation 3820 State Street Santa Barbara, California 93105 Attention: D. Stephen Sorensen Telephone: (805) 882-2202 (not official notice) Facsimile: (805) 898-7111 If to the Shareholder, at the address set forth on Schedule A hereto or to such other address as the party to whom notice is to be given may have furnished to the other parties in writing in accordance herewith. 14. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the maximum extent possible. 15. Integration. This Agreement (together with the Merger Agreement to the extent referenced herein), including Schedule A hereto, constitutes the full and entire understanding and agreement of the parties with respect to the subject matter hereof and thereof and supersedes any and all prior understandings or agreements relating to the subject matter hereof and thereof. This Agreement does not modify or affect any of the Shareholder's rights of benefits under his employment agreement as amended through the date of this Agreement. 16. Mutual Drafting. Each party hereto has participated in the drafting of this Agreement, which each party acknowledges is the result of extensive negotiations between the parties. 17. Section Headings. The section headings of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. 18. Counterparts. This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, and of which when executed shall be deemed to be an original but all which shall constitute one and the same agreement. [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, the parties hereto have executed this Voting Agreement as of the day and date first above written. KOOSHAREM CORPORATION By:/s/ D. Stephen Sorensen ------------------------------------- D. Stephen Sorensen President and Chief Executive Officer RT ACQUISITION CORP. By:/s/ D. Stephen Sorensen ------------------------------------- D. Stephen Sorensen President and Chief Executive Officer SHAREHOLDER: ----------- By:/s/ Greg Palmer ------------------------------------- Greg Palmer SCHEDULE A ---------- SHAREHOLDERS ------------ ---------------------------------------------------- -------------------------- Shareholder Subject Shares ---------------------------------------------------- -------------------------- Greg Palmer 254,985 c/o RemedyTemp Inc. 101 Enterprise Aliso Viejo, CA 92656-2610 ---------------------------------------------------- -------------------------- EX-99 5 rtex99-5.txt EXHIBIT 99.5 - JOINT FILING AGREEMENT Exhibit 99.5 Joint Filing Agreement Pursuant to Rule 13d-1(k)(1) This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 (the "Act") by and among the parties listed below, each referred to herein as a "Joint Filer". The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1. Dated: May 19, 2006 KOOSHAREM CORPORATION By: /s/ Jeff R. Mitchell -------------------------------- Jeff R. Mitchell Chief Financial Officer RT ACQUISITION CORP. By: /s/ Jeff R. Mitchell -------------------------------- Jeff R. Mitchell Chief Financial Officer The Sorensen Trust By: /s/ D. Stephen Sorensen -------------------------------- /s/ Shannon P. Sorensen -------------------------------- D. Stephen Sorensen & Shannon P. Sorensen, Trustees /s/ D. Stephen Sorensen ------------------------------------ D. Stephen Sorensen /s/ Shannon P. Sorensen ------------------------------------ Shannon P. Sorensen -----END PRIVACY-ENHANCED MESSAGE-----