Delaware | 26-0656684 |
(State or other jurisdiction of incorporation or organization) | (I.R.S Employer Identification No.) |
Large accelerated filer | ¨ | Accelerated filer | þ | |
Non-accelerated filer | ¨ | (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
Emerging growth company | þ |
Title of securities to be registered | Amount to be registered (1) | Proposed maximum offering price per share (2) | Proposed maximum aggregate offering price (2) | Amount of registration fee | ||||
Common Stock, $0.01 par value per share | 250,000 shares | $17.88 | $4,470,000 | $518.07 |
(1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an additional indeterminable number of shares of common stock that may be issued under the BG Staffing, Inc. 2013 Long-Term Incentive Plan as a result of stock splits, stock dividends or similar transactions. |
(2) | The aggregate offering price and registration fee have been calculated in accordance with Rule 457(h) under the Securities Act of 1933, as amended. The computation is based on the average of the high and low sale prices of the common stock as reported on the NYSE MKT on June 13, 2017. |
Item 3. | Incorporation of Documents by Reference. |
(a) | the Company’s Annual Report on Form 10-K for the fiscal year ended December 25, 2016, filed with the Commission on March 6, 2017; |
(b) | the Company’s Definitive Proxy Statement filed with the Commission on March 28, 2017; |
(c) | the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 26, 2017; |
(d) | the Company’s Current Reports on Form 8-K filed with the Commission on April 6, 2017, May 19, 2017 and June 16, 2017 (excluding any portions thereof which are deemed “furnished” rather than filed with the Commission); |
(e) | the description of the Company’s common stock, par value $0.01 per share, contained in the Company’s Registration Statement on Form 8-A (File No. 001-36704), filed with the SEC on October 22, 2014 (including any amendments or reports filed for the purpose of updating such description). |
4.1 | Certificate of Incorporation of BG Staffing, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Form S-1/A, filed November 4, 2013) | |
4.2 | Bylaws of BG Staffing, Inc. (incorporated by reference to Exhibit 3.2 of the Company’s Form S-1/A, filed November 4, 2013) | |
4.3 | Form of Common Stock Certificate representing Common Stock of BG Staffing, Inc. (incorporated by reference to Exhibit 4.1 of the Company’s Form S-1/A, filed October 28, 2013) | |
4.4 | 2013 Long-Term Incentive Plan (filed as Annex A to the Company's definitive proxy statement on Schedule 14A filed with the Commission on March 28, 2017 and incorporated herein by reference). | |
5.1* | Opinion of Norton Rose Fulbright US LLP | |
23.1* | Consent of Counsel (contained in Exhibit 5.1) | |
23.2* | Consent of Independent Registered Public Accounting Firm (Whitley Penn LLP) | |
23.3* | Consent of Independent Auditors (Blankenship CPA Group, PLLC) | |
* | Filed herewith. |
BG Staffing, Inc. | |||
By: | /s/ L. Allen Baker, Jr. | ||
L. Allen Baker, Jr. | |||
President and Chief Executive Officer |
NAME | TITLE | DATE |
/s/ L. Allen Baker, Jr. L. Allen Baker, Jr. | President, Chief Executive Officer and Director (Principal Executive Officer) | June 20, 2017 |
/s/ Dan Hollenbach Dan Hollenbach | Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) | June 20, 2017 |
/s/ Douglas E. Hailey Douglas E. Hailey | Director | June 20, 2017 |
/s/ Richard L. Baum, Jr. Richard L. Baum, Jr. | Director | June 20, 2017 |
/s/ Paul A. Seid Paul A. Seid | Director | June 20, 2017 |
/s/ C. David Allen, Jr. C. David Allen, Jr. | Director | June 20, 2017 |
Exhibit No. | Description | |
4.1 | Certificate of Incorporation of BG Staffing, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Form S-1/A, filed November 4, 2013) | |
4.2 | Bylaws of BG Staffing, Inc. (incorporated by reference to Exhibit 3.2 of the Company’s Form S-1/A, filed November 4, 2013) | |
4.3 | Form of Common Stock Certificate representing Common Stock of BG Staffing, Inc. (incorporated by reference to Exhibit 4.1 of the Company’s Form S-1/A, filed October 28, 2013) | |
4.4 | 2013 Long-Term Incentive Plan (filed as Annex A to the Company's definitive proxy statement on Schedule 14A filed with the Commission on March 28, 2017 and incorporated herein by reference). | |
5.1* | Opinion of Norton Rose Fulbright US LLP | |
23.1* | Consent of Counsel (contained in Exhibit 5.1) | |
23.2* | Consent of Independent Registered Public Accounting Firm (Whitley Penn LLP) | |
23.3* | Consent of Independent Auditors (Blankenship CPA Group, PLLC) | |
* | Filed herewith. |