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 24, 2015
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GENERAL EMPLOYMENT ENTERPRISES, INC. |
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(Exact name of registrant as specified in its charter) |
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Illinois |
1-05707 |
36-6097429 |
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(State or other jurisdiction of incorporation or organization) |
(Commission
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(I.R.S. Employer
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184 Shuman Blvd., Ste. 420, Naperville, Illinois |
60563 |
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(Address of principal executive offices) |
(Zip Code) |
Registrant's telephone number, including area code: (630) 954-0400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 24, 2015, General Employment Enterprises, Inc. (the "Company") and Mr. Andrew J. Norstrud, the Company's Chief Financial Officer, entered into an amendment (the "Amendment") to the Employment Agreement dated as of March 29, 2013 by and between the Company and Mr. Norstrud (the "Employment Agreement"). Pursuant to the terms of the Amendment, Mr. Norstrud's term of employment was extended to March 29, 2017. All of the other terms and conditions of the Employment Agreement remain the same.
A copy of the Amendment is attached hereto as Exhibit 10.1. The description of the Amendment contained in this Current Report on the Form 8-K is qualified in its entirety by reference to Exhibit 10.1.
Item 8.01 Other Event.
As previously disclosed, on July 22, 2015, the Company entered into an Underwriting Agreement with Roth Capital Partners, LLC (the "Representative"), as the representative of the several underwriters identified therein (collectively, the "Underwriters") relating to a public offering (the "Offering") of 11,200,000 shares of the Company's common stock, no par value (the "Common Stock"), at a price of $0.70 per share. In addition, the Company granted the Representative an option, exercisable for 30 days, to purchase up to an additional 1,680,000 shares of Common Stock to cover over-allotments, if any.
On July 27, 2015, the Company closed the Offering for net proceeds of approximately $7.2 million after deducting the underwriting discount and estimated offering expenses payable by the Company.
On July 27, 2015, the Representative partially exercised its over-allotment option to purchase an additional 1,260,000 shares of Common Stock. On July 28, 2015, the Company closed the over-allotment option for the net proceeds of approximately $820,000 after deducting the underwriting discount payable by the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
Description |
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10.1 |
The Amendment to the Employment Agreement by and among the Company and Mr. Andrew J. Norstrud, effective as of July 24, 2015. |
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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.
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GENERAL EMPLOYMENT ENTERPRISES, INC. |
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(Registrant) |
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Date: July 28, 2015 |
By: |
/s/ Andrew J. Norstrud |
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Andrew J. Norstrud |
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Chief Financial Officer |
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EXHIBIT 10.1
AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT
This Amendment No. 1 to the Employment Agreement (this "Amendment"), dated and effective as of July 24, 2015, is made by and among General Employment Enterprises Inc., an Illinois corporation (the "Company"), and Andrew J. Norstrud, an individual whose address is 15837 Trackside Drive, Odessa, Florida 33556 (the "Executive"). Any capitalized term not defined herein shall have the meaning for such term specified in the Employment Agreement (as defined below).
WHEREAS , the Executive and the Company entered into an Employment Agreement dated as of March 29, 2013 (the "Employment Agreement"); and
WHEREAS, the Company and the Executive wish to amend the Employment Agreement on the terms and subject to the conditions set forth herein.
NOW THEREFORE, in consideration of the foregoing and for other consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Section 4 of the Employment Agreement is hereby amended in its entirety to read as follows:
"4. Term . The initial term of employment of Executive by the Company pursuant to this Agreement shall be for the period (the "Initial Term") commencing on March 29, 2013, and terminating on March 29, 2017, or such earlier date that Executive's employment is terminated in accordance with the provisions of this Agreement. The Initial Term automatically shall be extended for successive additional one year periods (each, an "Extended Term") unless written notice is given by either party to the other party no later than 90 days prior to the expiration of the Initial Term or any Extended Term (The Initial Term, together with each and any Extended Term, is sometimes hereinafter called the "Employment Period"), or such earlier date that Executive's employment is terminated in accordance with the provisions of this Agreement".
2. Except as specifically amended hereby, the Employment Agreement shall continue in full force and effect unmodified and the parties hereby reaffirm the same.
3. This Amendment shall be construed in accordance with and governed by the laws of the State of Florida, without giving effect to the conflict of laws principles thereof.
4. This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature shall be deemed to be an original signature for purposes of this Amendment.
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IN WITNESS WHEREOF , the parties hereto have duly executed this Amendment as of the day and year first above written.
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General Employment Enterprises, Inc. |
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| By: | /s/ Derek Dewan |
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Name: |
Derek Dewan |
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Title: |
Chief Executive Officer and Chairman of the Board |
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Executive: |
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| By: | /s/ Andrew J. Norstrud | ||
| Name: |
Andrew J. Norstrud |
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