S-8

As filed with the Securities and Exchange Commission on June 20, 2017         Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BG Staffing, Inc.

(Exact name of registrant as specified in its charter)

Delaware	26-0656684
(State or other jurisdiction of incorporation or organization)	(I.R.S Employer Identification No.)

5850 Granite Parkway, Suite 730

Plano, Texas 75024

(Address, including zip code of Principal Executive Offices)

BG Staffing, Inc. 2013 Long-Term Incentive Plan

(Full title of the plan)

William P. Bowers, Esq.

Norton Rose Fulbright US LLP

2200 Ross Avenue, Suite 3600

Dallas, Texas 75201

Telephone: (214) 855-7444

(Name, address, and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one).

Large accelerated filer	¨		Accelerated filer	þ
Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company	¨
			Emerging growth company	þ

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes    ¨      No    þ

CALCULATION OF REGISTRATION FEE

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.

EXPLANATORY NOTE

This registration statement on Form S-8 is filed by BG Staffing, Inc. (the “Company”), to register an additional 250,000 shares of common stock, $0.01 par value per share ("Common Stock"), for issuance pursuant to the BG Staffing, Inc. 2013 Long-Term Incentive Plan (the “Plan”). The Plan was described in the Company’s definitive Proxy Statement for its 2017 Annual Meeting of Stockholders held on May 16, 2017 and an amendment to all the additional shares to the Plan was approved by the Company’s stockholders at that meeting.

The 250,000 shares being registered hereby are in addition to the shares of Common Stock registered by the Company’s prior registration statement on Form S-8 (the “Prior Registration Statement”) filed on December 20, 2013 (File No. 333-193014). The contents of the Prior Registration Statement are incorporated by reference herein except as otherwise amended or superseded hereby. After giving effect to the additional shares registered under this registration statement, the aggregate number of shares registered for issuance under the Plan will be 1,150,000.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, the following documents have been filed by the Company with the SEC and are incorporated by reference into this Registration Statement and will be deemed to be a part hereof:

(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).

Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall also be deemed to be incorporated by reference herein and to be a part hereof from the dates of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statements so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

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ITEM 8. Exhibits.

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.

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SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plano, State of Texas, on June 20, 2017.

BG Staffing, Inc.
By:	/s/ L. Allen Baker, Jr.
	L. Allen Baker, Jr.
	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

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

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EXHIBIT INDEX

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.

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EX-5.1

Exhibit 5.1

June 20, 2017

BG Staffing, Inc.

5850 Granite Parkway, Suite 730

Plano, Texas 75024

Ladies and Gentlemen:

We have acted as counsel to BG Staffing, Inc., a Delaware corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of 250,000 shares of the Company’s common stock, $0.01 par value per share (the “Shares”), that are reserved for issuance under the Company’s 2013 Long-Term Incentive Plan (the “Plan”) as described in the Company’s Registration Statement on Form S-8 (as may subsequently be amended, the “Registration Statement”).

In connection with the foregoing, we have examined the Plan and originals or copies of such corporate records of the Company, certificates and other communications of public officials, certificates of officers of the Company and such other documents as we have deemed relevant or necessary for the purpose of rendering the opinions expressed herein. As to questions of fact material to those opinions, we have, to the extent we deemed appropriate, relied on certificates of officers of the Company and on certificates and other communications of public officials. We have assumed the genuineness of all signatures on, and the authenticity of, all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as copies thereof, the due authorization, execution and delivery by the parties thereto other than the Company of all documents examined by us, and the legal capacity of each individual who signed any of those documents.

Based upon the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and sold in the manner referred to in the Plan and pursuant to the agreements that accompany the Plan, will be validly issued, fully paid and nonassessable.

The opinions expressed herein are limited exclusively to applicable federal laws of the United States of America and applicable provisions of, respectively, the Delaware Constitution, the General Corporation Law of the State of Delaware and reported judicial interpretations of such law, in each case as currently in effect, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the reference to this firm wherever it appears in the Registration Statement. This consent is not to be construed as an admission that we are a party whose consent is required to be filed with the Registration Statement under the provisions of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Norton Rose Fulbright US LLP

Norton Rose Fulbright US LLP

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8, of BG Staffing, Inc., of our report dated March 6, 2017, relating to the consolidated financial statements of BG Staffing, Inc. included in the Company's Annual Report on Form 10-K for the year ended December 25, 2016.

/s/ Whitley Penn LLP

Dallas, Texas

June 20, 2017

EX-23.3

Exhibit 23.3

Consent of Independent Auditors

We consent to the incorporation by reference and use in this Registration Statement on Form S-8, of BG Staffing, Inc. of our report dated June 13, 2017, relating to the financial statements of Zycron, Inc. as of December 31, 2016 and for the year then ended included in the Company's Current Report on Form 8-K filed on April 6, 2017, as amended June 16, 2017.

/s/ Blankenship CPA Group, PLLC

Nashville, Tennessee

June 20, 2017