0001474903-16-000131.txt : 20160805 0001474903-16-000131.hdr.sgml : 20160805 20160805162305 ACCESSION NUMBER: 0001474903-16-000131 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20160804 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160805 DATE AS OF CHANGE: 20160805 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BG Staffing, Inc. CENTRAL INDEX KEY: 0001474903 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 260656684 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36704 FILM NUMBER: 161811467 BUSINESS ADDRESS: STREET 1: 5850 GRANITE PARKWAY STREET 2: SUITE 730 CITY: PLANO STATE: TX ZIP: 75024 BUSINESS PHONE: 972-692-2422 MAIL ADDRESS: STREET 1: 5850 GRANITE PARKWAY STREET 2: SUITE 730 CITY: PLANO STATE: TX ZIP: 75024 FORMER COMPANY: FORMER CONFORMED NAME: LTN Staffing, LLC DATE OF NAME CHANGE: 20091020 8-K 1 a8-kon08x05x16.htm 8-K Document


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):
August 04, 2016
 
 
BG STAFFING, INC.

(Exact Name of Registrant as Specified in its Charter)
 
Delaware
001-36704
26-0656684
(State or Other Jurisdiction of
Incorporation)
(Commission File Number)
(I.R.S. Employer Identification
Number)
  
5850 Granite Parkway, Suite 730
Plano, Texas 75024
(Address of principal executive offices, including zip code)
 
(972) 692-2400
(Registrant’s telephone number, including area code)
 
Not applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
 
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 








Item 1.01
Entry into a Material Definitive Agreement

The information set forth under Item 5.02 is incorporated by reference herein.

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 
Chief Operating Officer
On August 4, 2016, the Board of Directors of BG Staffing, Inc. (the "Company") approved the appointment of Beth Garvey, age 50, to the newly created role of Chief Operating Officer of the Company.
Ms. Garvey joined the BG Staffing team through the Company’s acquisition of substantially all of the assets of InStaff Holding Corporation and InStaff Personnel, LLC ("InStaff") in 2013. She continues to serve as the Division President of both the InStaff and Donovan & Watkins divisions of the Company. Ms. Garvey started at InStaff in 1998 as Director of Human Resources, subsequently serving as Director of Operations, VP of Operations, Senior VP of Operations, COO and ultimately CEO prior to our acquisition.
On August 4, 2016, the Company entered into an Indemnification Agreement with Ms. Garvey. The Indemnification Agreement clarifies and supplements indemnification provisions already contained in the Company’s Bylaws and generally provides for indemnification of Ms. Garvey to the fullest extent permitted by Delaware law, subject to certain exceptions, against expenses, judgments, fines, and other amounts actually and reasonably incurred in connection with her service as an executive officer and also provides for rights to advancement of expenses.
Item 7.01
Regulation FD Disclosure

On August 5, 2016, the Company issued a press release in connection with the appointment of Beth Garvey as the Company’s Chief Operating Officer, a copy of which is furnished as Exhibit 99.1 to this Current Report. Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 9.01
Financial Statements and Exhibits.
 
(d)
Exhibits
Exhibit No.
Description
10.1
Form of Indemnification Agreement for director and executive officers of BG Staffing, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K filed on February 4, 2014)
99.1
Press Release, dated August 5, 2016
 
 





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.
 
 
 
 
 
 
 
BG STAFFING, INC.
 
 
 
 
 
 
 
 
Date:
August 5, 2016
 
/s/ Dan Hollenbach
 
 
Name:
Title:
Dan Hollenbach
Chief Financial Officer and Secretary
(Principal Financial Officer)
 
 





EXHIBIT INDEX
 
Exhibit No.
Description
10.1
Form of Indemnification Agreement for director and executive officers of BG Staffing, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K filed on February 4, 2014)
99.1*
Press Release, dated August 5, 2016
 
 
*
Filed herewith.




EX-99.1 2 ex991release08-04x16.htm EXHIBIT 99.1 Exhibit


BG Staffing, Inc. Appoints Chief Operating Officer

PLANO, Texas - August 5, 2016 - BG Staffing, Inc. (NYSE MKT: BGSF), a rapidly growing national provider of temporary staffing services across a diverse set of industries, today announced the appointment of Beth Garvey to the newly created position of Chief Operating Officer, effective immediately.
Garvey joined the BG Staffing team through the Company’s acquisition of InStaff in 2013. She continues to serve as the Division President of both InStaff and Donovan & Watkins.
Starting at InStaff in 1998 as Director of Human Resources, Garvey quickly rose through the ranks - serving as Director of Operations, VP of Operations, Senior VP of Operations, COO and ultimately CEO.
She is currently on the Advisory Board for the Dallas Regional Chamber. She also serves as President of the Executive Committee for the Dallas Executive Women’s Roundtable. In 2016, D CEO listed Garvey as one of the top Dallas 500 Business Leaders. In 2010, Garvey was a Dallas Business Journal ‘Women in Business’ honoree recognizing outstanding local women business leaders who not only make a difference in their industries, but also in their communities.
Beth A. Garvey, COO, said, “I am thrilled and humbled to have this opportunity to continue to build on the success of our growing Company. We have an amazing team of individuals who love making a difference in the lives of others. I am confident that we will continue to build a strong presence in our markets for many years to come. “
“Beth’s extensive and impressive background in the temporary staffing industry fits well into our growth plans," said L. Allen Baker Jr., CEO of BG Staffing. “I have complete confidence that Beth will bring fresh and innovative ideas to our operations that will serve to improve our operating efficiency, increase satisfaction for our customers, our temporary workers, our staff employees, and allow for improved shareholder value.”

About BG Staffing, Inc.
Headquartered in Plano, Texas, BG Staffing provides staffing services to a variety of industries through its various divisions. BG Staffing is primarily a temporary staffing platform that has integrated several regional and national brands and is set to achieve scalable growth. The Company’s acquisition philosophy is one that not only brings financial growth, but unique and dedicated talent within the companies. This has led to a strong management team, with tenure and a desire to offer exceptional service to candidates, customers and investors. For more information on the Company and its services, please visit its website at www.bgstaffing.com.

Forward-Looking Statements
The forward looking statements in this press release are made under the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The Company’s actual results could differ materially from those indicated by the forward-looking statements because of various risks and uncertainties including those listed in Item 1A of the Company’s Annual Report on Form 10-K and in the Company’s other filings and reports with the Securities and Exchange Commission. All of the risks and uncertainties are beyond the ability of the Company to control, and in many cases, the Company cannot predict the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements. When used in this press release, the words “believes,” “plans,” “expects,” “will,” “intends,” and “anticipates” and similar expressions as they relate to the Company or its management are intended to identify forward-looking statements. Except as required by law, the Company is not obligated to





publicly release any revisions to these forward-looking statements to reflect the events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.

CONTACT:
Terri MacInnis, VP of Investor Relations
Bibicoff + MacInnis, Inc.
818.379.8500 terri@bibimac.com


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