UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) July 1, 2009
GENERAL EMPLOYMENT ENTERPRISES, INC.
(Exact Name of Registrant as Specified in Charter)
Illinois 1-05707 36-6097429
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
One Tower Lane
Suite 2200
Oakbrook Terrace, IL 60181
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (630) 954-0400
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 obligation of the registrants 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 5.01 CHANGE IN CONTROL OF REGISTRANT.
On July 1, 2009, General Employment Enterprises, Inc. ("General
Employment") issued a press release to announce the closing of the
issuance by General Employment and the purchase by PSQ, LLC ("PSQ") of
7,700,000 shares of General Employment's Common Stock at a purchase
price of $0.25 per share for a total purchase price of $1,925,000 (the
"Share Purchase") pursuant to the Securities Purchase and Tender Offer
Agreement (the "Purchase Agreement"), dated as of March 30, 2009,
entered into between General Employment and PSQ. PSQ's funding for
the Share Purchase transaction was provided by its' sole member,
Stephen Pence. As a result of the Share Purchase, PSQ will, after
giving effect to the approximately 2,037,415 shares of the Common
Stock of General Employment that PSQ announced on July 1, 2009 were
tendered to PSQ pursuant to the tender offer effected by PSQ as
contemplated by the Purchase Agreement, own approximately 76% of the
outstanding Common Stock of General Employment.
A copy of the press release is filed herewith as Exhibit 99.1 and
is incorporated herein by reference.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS
OF CERTAIN OFFICERS.
DIRECTORS
As contemplated by the Purchase Agreement, Sheldon Brottman,
Edward Hunter, Thomas Kosnik and Kent Yauch resigned from the Board of
Directors of General Employment on July 1, 2009. There are no
disagreements between any of such directors and General Employment on
any matter relating to General Employment's operations, policies or
practices which resulted in them tendering their resignations.
As further contemplated by the Purchase Agreement, Stephen Pence,
Charles (Chuck) W.B. Wardell III and Jerry Lancaster have been
appointed by the Board to serve, effective as of July 1, 2009, as
non-employee directors on the Board of Directors of General
Employment.
Stephen B. Pence, 55, is currently a retired colonel from the
United States Army Reserve, where he served as a federal military
judge, and is also of counsel with Martin, Ogburn & Zipperle, in
Louisville, Kentucky, assisting clients involved in human resource
staffing and workers' compensation insurance. In 2001, Mr. Pence was
nominated by President Bush and confirmed by the U.S. Senate to the
position of United States Attorney for the Western District of
Kentucky. From 2003 to 2007, Mr. Pence served as Lieutenant Governor
of Kentucky, which included roles as the Secretary of the Justice and
Public Safety Cabinet and Commissioner of State Police. Mr. Pence
received his bachelor's degree in business and his masters of business
administration, with a concentration on economics, from Eastern
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Kentucky University, and his juris doctorate degree from the
University of Kentucky.
Charles W.B. Wardell III, 56, served as Senior Advisor to the
Chief Executive Officer of Korn/Ferry International, a multi-national
executive recruitment service with currently more than 90 offices in
40 countries, from 1992 through 2007. Between 1990 and 1992, Mr.
Wardell operated as President of Nordeman Grimm, a New York based
boutique executive placement firm with specialization on placement
with marketing and financial services companies. In 1978, he joined
American Express as Special Assistant to the Chief Executive Officer,
although he also held roles, between 1978 and 1990, of Regional Vice
President and General Manager of American Express Company Middle East
and Senior Vice President and Chief Operating Officer of Global
Private Banking at American Express International Banking Corporation.
His experience also encompasses Senior Vice President, both at
Travelers and Mastercard International, as well as Executive Vice
President of Diners Club at Citicorp. Mr. Wardell graduated cum laude
from Harvard College with an A.B. degree.
Jerry Lancaster, 74, has been employed with Imperial Casualty and
Indemnity Company since 1997, where he is currently the Chairman and
the Director of Marketing. He has worked in a variety of capacities
involving workers' compensation programs and holds General Lines Agent
and Managing General Agent licenses from the State of Texas. Mr.
Lancaster graduated from Southern Methodist University with a degree
in mathematics.
The Board of Directors will determine which committees Messrs.
Pence, Wardell and Lancaster will serve on at the next scheduled
meeting of the Board. Messrs. Pence, Wardell and Lancaster will
receive compensation as directors in line with General Employment's
current compensation arrangement for non-employee directors, which
will entitle each of them to a monthly retainer fee of $2,000.
Directors do not receive any additional compensation for attendance at
meetings of the Board of Directors or its committees, except that the
Chairman of the Audit Committee receives an additional monthly
retainer fee of $500.
CHIEF EXECUTIVE OFFICER AND PRESIDENT
On July 1, 2009, Herbert F. Imhoff, Jr. resigned as Chief
Executive Officer and President of General Employment, and Ronald E.
Heineman was appointed to serve as Chief Executive Officer and
President of General Employment.
Mr. Heineman agreed to an initial annual salary of $1 and a grant
on July 1, 2009 of 150,000 stock options pursuant to and in accordance
with General Employment's Amended and Restated 1997 Stock Option Plan
(the "1997 Option Plan"), with such options to be fully vested on the
date of issuance. The grant of such options was made subject to the
approval of General Employment's shareholders of an increase in the
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number of authorized shares of Common Stock available for issuance
under the 1997 Plan to accommodate such stock option issuance, which
shareholder approval will be sought at General Employment's 2010
Annual Meeting of Shareholders or at such earlier special meeting of
shareholders as may be called in accordance with General Employment's
By-laws.
There are no family relationships among Mr. Heineman and any
directors or other executive officers of General Employment. Other
than the provisions in the Purchase Agreement providing for Mr.
Heineman to be appointed as Chief Executive Officer and President of
General Employment, General Employment is not aware of any transaction
in which Mr. Heineman has an interest requiring disclosure under Item
404(a) of Regulation S-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) EXHIBITS.
EXHIBIT NO. DESCRIPTION
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99.1 Press Release, dated July 1, 2009.
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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 thereunto duly authorized.
GENERAL EMPLOYMENT ENTERPRISES, INC.
Date: July 1, 2009 By: /s/ Kent M. Yauch
--------------------------------
Name: Kent M. Yauch
Title: Vice President, Chief Financial
Officer and Treasurer
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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99.1 Press Release, dated July 1, 2009.
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