SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d- 1(f) or 240.13d-1(g), check the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 369730106 13D
1 NAMES OF REPORTING PERSONS
Herbert F. Imhoff, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a): [ ]
(see instructions) (b): [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (see instructions)
OO - See Item 3.
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 939,324 Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0 Shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 939,324 Shares
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0 Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
939,324 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
(see instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
14 TYPE OF REPORTING PERSON (see instructions)
IN
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This Amendment No. 4 to Schedule 13D (this "Amendment") is
being filed pursuant to Rule 13d-2(a) of the Rules and Regulations
under the Securities Exchange Act of 1934, as amended, by Herbert F.
Imhoff, Jr. with respect to the common stock, no par value, of General
Employment Enterprises, Inc. This Amendment amends the Schedule 13D
filed by Mr. Imhoff on July 14, 1990, as amended on November 30, 1990,
January 8, 1991 and April 14, 1997. Except as amended herein, the
Schedule 13D, as previously filed and amended, remains unchanged.
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of common stock, no par
value (the "Common Stock"), of General Employment Enterprises, Inc.,
an Illinois corporation (the "Company"). The principal executive
offices of the Company are located at One Tower Lane, Suite 2200,
Oakbrook Terrace, Illinois 60181.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Herbert F. Imhoff, Jr.
("Mr. Imhoff"). Mr. Imhoff is a citizen of the United States of
America, and his principal occupation is serving as a consultant to
the Company and serving as a member of the Board of Directors of the
Company. Mr. Imhoff's business address is General Employment
Enterprises, Inc., One Tower Lane, Suite 2200, Oakbrook Terrace,
Illinois 60181.
During the last five years, Mr. Imhoff: (a) has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors); and (b) was not a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On March 30, 2009, the Company entered into a Securities
Purchase and Tender Offer Agreement (the "Purchase Agreement") with
PSQ, LLC ("PSQ") pursuant to which, on July 1, 2009 (the "Closing
Date"), PSQ (a) purchased from the Company 7,700,000 newly issued
shares of Common Stock at a purchase price of $0.25 per share, and (b)
consummated a cash tender offer to purchase up to 2,500,000
outstanding shares of Common Stock from the Company's shareholders at
a purchase price of $0.60 per share. In connection with entering into
the Purchase Agreement, the Company, PSQ and Mr. Imhoff entered into a
Consulting Agreement on March 30, 2009, which was subsequently amended
on June 22, 2009 and became effective on the Closing Date (as amended,
the "Consulting Agreement").
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Under the terms of the Consulting Agreement, among other
things, (a) Mr. Imhoff s employment agreement with the Company
terminated on the Closing Date, as did his rights and benefits under
the employment agreement (except with respect to accrued vacation and
his vested benefits under the Company s Executive Retirement Plan),
(b) all of Mr. Imhoff s stock options outstanding effective as of the
Closing Date were canceled, (c) Mr. Imhoff will become subject to non-
competition and non-solicitation provisions for a period of two years
after the expiration or termination of the Consulting Agreement, (d)
Mr. Imhoff granted a release in favor of the Company, (e) Mr. Imhoff
provides consulting services to the Company, and (f) Mr. Imhoff agreed
to continue to serve as a member of the Board of Directors of the
Company for a period of three years after the Closing Date.
In consideration therefor, under the terms of the Consulting
Agreement, Mr. Imhoff (a) will be paid an annual consulting fee of
$180,000 per year during the term of the Consulting Agreement, and
director fees no less than the fees currently paid to the Company s
non-employee directors ($2,000 per month) during his service as a
member of the Board of Directors of the Company, (b) was issued
500,000 shares of Common Stock (which issuance was effected on January
22, 2010) for no additional consideration, and (c) will receive health
and life insurance benefits from the Company, as well as his accrued
vacation benefits and accrued benefits under the Company s Executive
Retirement Plan. The term of the Consulting Agreement is five years
from the Closing Date, and is terminable at any time and for any
reason by any party, provided that promptly following any such
termination thereof, Mr. Imhoff will continue to receive for the
remainder of the term of the Consulting Agreement the fees and
benefits that would otherwise be due to him under the agreement if the
agreement had not been terminated. In addition, if the Company
defaults in its payment obligations to Mr. Imhoff under the Consulting
Agreement, the Company will be required to pay to Mr. Imhoff the
remaining amount of the payments due under the Consulting Agreement in
a lump-sum payment within 30 days of such default.
The foregoing descriptions of the Purchase Agreement and the
Consulting Agreement do not purport to be complete and are qualified
in their entirety by reference to the Purchase Agreement, a copy of
which is filed herewith as Exhibit 2.1 and is incorporated herein by
reference, and the Consulting Agreement, a copy of which is filed
herewith as Exhibits 10.1 and 10.2 and is incorporated herein by
reference.
ITEM 4. PURPOSE OF TRANSACTION.
The Consulting Agreement was entered into (a) in connection
with the execution of the Purchase Agreement and (b) as an inducement
and a condition to PSQ's entering into the Purchase Agreement.
Mr. Imhoff is a member of the Board of Directors of the
Company and a consultant to the Company. In his capacities as such,
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Mr. Imhoff may from time to time consider plans or proposals which
relate to or would result in the transactions described in subsections
(a) through (j) inclusive of Item 4 of Schedule 13D.
Except as described in this Schedule 13D or in the documents
referred to herein, Mr. Imhoff does not have any present plans or
intentions which relate to or would result in any of the transactions
described in subsections (a) through (j) inclusive of Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The share ownership percentages described in this Schedule
13D are based on 13,380,265 shares of Common Stock being outstanding
as of January 22, 2010. That number was derived from the Company's
Proxy Statement dated January 22, 2010 relating to the Company's
upcoming Annual Meeting of Stockholders, and that number includes the
shares of Common Stock that were issued to Mr. Imhoff under the terms
of the Consulting Agreement.
(a) As of the date hereof, Mr. Imhoff beneficially owns
939,324 shares of Common Stock, constituting approximately 7.0% of the
outstanding Common Stock based on the number of shares of Common Stock
reported by the Company as outstanding as of January 22, 2010).
500,000 of such shares are owned directly by Mr. Imhoff, and the
remaining 439,324 of such shares, which were transferred by Mr. Imhoff
to the Herbert F. Imhoff, Jr. Revocable Trust (the "Imhoff Trust") on
June 24, 2003, are beneficially owned indirectly by Mr. Imhoff in his
capacity as the sole trustee of the Imhoff Trust.
(b) As of the date hereof, Mr. Imhoff has sole power to
vote or direct the vote of 939,324 shares of Common Stock; sole power
to dispose of or direct the disposition of 939,324 shares of Common
Stock; shared power to vote or direct the vote of no shares of Common
Stock; and shared power to dispose of or direct the disposition of no
shares of Common Stock.
(c) During the 60-day period ended as of the date hereof,
except for the transactions described herein, there have been no
transactions by Mr. Imhoff with respect to the Common Stock.
(d) No person, other than Mr. Imhoff and the Imhoff Trust,
is known to have the right to receive or the power to direct the
receipt of dividends from, or proceeds from the sale of, the shares of
Common Stock beneficially owned by Mr. Imhoff.
(e) Not applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
In connection with the Purchase Agreement and the Consulting
Agreement, the Company, PSQ and Mr. Imhoff entered into a Registration
Rights Agreement (the "Registration Rights Agreement") on March 30,
2009 that provides (a) PSQ with customary demand registration rights
with respect to the shares of Common Stock acquired by PSQ under the
Purchase Agreement and the tender offer contemplated thereby, and (b)
Mr. Imhoff with customary piggyback registration rights in the event
that any of PSQ's shares of Common Stock are registered by the
Company in a demand registration.
The foregoing description of the Registration Rights
Agreement does not purport to be complete and is qualified in its
entirety by reference to the Registration Rights Agreement, a copy of
which is filed herewith as Exhibit 10.3 and is incorporated herein by
reference.
To the best knowledge of Mr. Imhoff, except as described in
this Schedule 13D or in the documents referred to herein (including
the Consulting Agreement and the Registration Rights Agreement), there
are at present no contracts, arrangements, understandings or
relationships (legal or otherwise) between Mr. Imhoff and any other
person with respect to any securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 2.1 Securities Purchase and Tender Offer Agreement,
dated as of March 30, 2009, by and between General
Employment Enterprises, Inc. and PSQ, LLC
(incorporated by reference to Exhibit 2.1 to
General Employment Enterprises, Inc.'s Current
Report on Form 8-K filed with the Securities and
Exchange Commission on March 31, 2009).
Exhibit 10.1 Consulting Agreement, dated as of March 30, 2009,
by and among General Employment Enterprises, Inc.,
PSQ, LLC and Herbert F. Imhoff, Jr. (incorporated
by reference to Exhibit 10.2 to General Employment
Enterprises, Inc.'s Current Report on Form 8-K
filed with the Securities and Exchange Commission
on March 31, 2009).
Exhibit 10.2 Amendment No. 1 to Consulting Agreement, dated as
of June 22, 2009, by and among General Employment
Enterprises, Inc., PSQ, LLC and Herbert F. Imhoff,
Jr. (incorporated by reference to Exhibit 10.2 to
General Employment Enterprises, Inc.'s Current
Report on Form 8-K filed with the Securities and
Exchange Commission on June 26, 2009).
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Exhibit 10.3 Registration Rights Agreement, dated as of March
30, 2009, by and among General Employment
Enterprises, Inc., PSQ, LLC and Herbert F. Imhoff,
Jr. (incorporated by reference to Exhibit 10.3 to
General Employment Enterprises, Inc.'s Current
Report on Form 8-K filed with the Securities and
Exchange Commission on March 31, 2009).
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Dated: February 4, 2010
/s/ Herbert F. Imhoff, Jr.
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Herbert F. Imhoff, Jr.
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