8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 13, 2008

WORKSTREAM INC.

(Exact Name of Registrant as Specified in Charter)

CANADA	001-15503	N/A
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer  Identification No.)

495 MARCH ROAD, SUITE 300, OTTAWA, ONTARIO, CANADA K2K-3G1

(Address of Principal Executive Offices) (Zip Code)

(613) 270 0619

 (Registrant's Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.02. Termination of a Material Definitive Agreement.

On June 13, 2008, Workstream Inc. (the “Company”) terminated the Agreement and Plan of Merger (the “Merger Agreement”) among the Company, Workstream Merger Sub Inc., a wholly-owned subsidiary of the Company, Empagio Acquisition LLC (“Empagio”), and SMB Capital Corporation, a wholly-owned subsidiary of Empagio (“SMB”), pursuant to Sections 7.01(d) and (f) of the Merger Agreement. The notice that the Company delivered to Empagio terminating the Merger Agreement also demanded that Empagio and/or SMB pay the Company a $5,000,000 termination fee pursuant to Section 7.02(d) of the Merger Agreement.

Attached hereto as Exhibit 99 is a press release issued on June 13, 2008 announcing the Company’s termination of the Merger Agreement.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits
99	Press release issued by Workstream Inc. on June 13, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WORKSTREAM INC.
Dated: June 13, 2008	By:	/s/ Steve Purello
		Name: Steve Purello Title: Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99	Press release issued by Workstream Inc. on June 13, 2008.

EX-99

WORKSTREAM ANNOUNCES TERMINATION

OF MERGER AGREEMENT WITH EMPAGIO

Maitland, Florida- June 13, 2008 - Workstream Inc., ™ (Nasdaq: WSTM), a leading provider of on-demand compensation, performance and talent management solutions, today announced that it terminated its Agreement and Plan of Merger dated February 12, 2008 with Empagio Acquisition LLC and SMB Capital Corporation, a wholly-owned subsidiary of Empagio, pursuant to the terms of the merger agreement. The notice of termination that was delivered to Empagio also demands the payment to Workstream of a $5,000,000 termination fee from Empagio pursuant to the terms of the merger agreement.

About Workstream

Workstream provides on-demand compensation, performance and talent management solutions and services that help companies manage the entire employee lifecycle - from recruitment to retirement. Workstream’s TalentCenter provides a unified view of all Workstream products and services including Recruitment, Performance, Compensation, Development and Transition. Access to TalentCenter is offered on a monthly subscription basis under an on-demand software delivery model to help companies build high performing workforces, while controlling costs. With offices across North America, Workstream services customers including Chevron, Kaiser Permanente and Wells Fargo. For more information visit www.workstreaminc.com or call Jay Markell, Chief Financial Officer at: 407-475-5500.

Cautionary Note Regarding Forward Looking Statements

Workstream has made in this release, and from time to time may otherwise make, “forward-looking statements” (as that term is defined under federal securities laws) concerning future events and expectations, and future operations, performance, profitability, revenues, expenses, earnings and financial condition. This release includes, in particular, forward-looking statements regarding expectations of the occurrence of future events and other matters. Such forward-looking statements are subject to various risks and uncertainties. Actual events or results could differ materially from those currently anticipated due to a number of factors, both known and unknown. Workstream assumes no obligation to update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.