UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
December 13, 2017
Date of Report (Date of earliest event reported)
STAFFING 360 SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-37575
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68-0680859
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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641 Lexington Avenue
27
th
Floor
New York, NY 10022
(Address of principal executive offices)
(646) 507-5710
(Registrant’s telephone number, including area code)
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))
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).
Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 4.01
Change in Registrant’s Certifying Accountant.
(a) Dismissal of Independent Registered Public Accounting Firm.
On December 13, 2017, Staffing 360 Solutions, Inc. (the “Company”) dismissed RBSM LLP (“RBSM”) as the Company’s independent registered public accounting firm. The decision to change the Company’s independent registered public accounting firm was approved by the Audit Committee of the Company’s Board of Directors (the “Audit Committee”), and which action was ratified by the Board of Directors.
The audit reports of RBSM on the consolidated financial statements of the Company for each of the two most recent fiscal years, specifically the transition period ended December 31, 2016 and the full fiscal year ended May 31, 2016, did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the Company’s two most recent fiscal years, specifically the transition period ended December 31, 2016 and the full fiscal year ended May 31, 2016, and during the subsequent interim period from January 1, 2017 through December 13, 2017, (i) there were no disagreements with RBSM on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures that, if not resolved to RBSM’s satisfaction, would have caused RBSM to make reference to the subject matter of the disagreement in connection with its reports and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided RBSM with a copy of the disclosures in this report prior to filing with the Securities and Exchange Commission (the “SEC”). A copy of RBSM’s letter dated December 18, 2017 addressed to the SEC, stating whether it agrees with the statements made in this report, is filed as Exhibit 16.1 to this report.
(b) Engagement of New Independent Registered Public Accounting Firm.
On December 16, 2017, the Audit Committee engaged BDO USA LLP
(“BDO”) as the Company’s independent registered public accounting firm for the year ending December 30, 2017.
During the two most recent fiscal years,
specifically the transition period ended December 31, 2016 and the full fiscal year ended May 31, 2016, and during the subsequent interim period from January 1, 2017 through December 16, 2017
, neither the Company nor anyone on its behalf consulted BDO regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that BDO concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a
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disagreement
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or a
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reportable event
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, each as defined in Regulation S-K Item 304(a)(1)(v), respectively.
Item 8.01
Other Events.
On December 19, 2017, the Company issued the press release attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 9.01
Financial Statements and Exhibits.
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 hereunto duly authorized.
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Date: December 19, 2017
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STAFFING 360 SOLUTIONS, INC.
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By:
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/s/ Brendan Flood
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Brendan Flood
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Executive Chairman
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Exhibit 99.1
Staffing 360 Solutions Appoints BDO LLP as Independent Registered Public Accounting Firm
New York, NY – December 19
, 2017 – Staffing 360 Solutions, Inc. (Nasdaq: STAF), a staffing solution company executing a global buy-and-build strategy in the U.S. and in the U.K., today announced that its Board of Directors has appointed BDO USA LLP (“BDO”) as the Company’s independent registered accounting firm effective for the fiscal year ending December 31, 2017.
“The appointment of BDO, the fifth largest audit firm in the world, reflects our expanding global presence and continuing business evolution. I want to thank RBSM, Menzies and RSM for their professionalism and guidance over the first five years of our existence,” said Nicholas T. Florio, Staffing 360 Solutions’ Chairman of the Audit Committee.
David Faiman, Staffing 360 Solutions’ Chief Financial Officer, stated, “The international growth of our business over the last few years made it necessary to engage a single audit partner across our U.S. and U.K. operations. This need was elevated with the September 2017 acquisition of U.K.-based CBS Butler Holdings, which resulted in a material increase in our international revenue. We believe that BDO is the ideal partner to help support the next phase of our growth.”
BDO succeeds RBSM LLP as the Company’s lead auditor, and Menzies LLP and RSM LLP as the Company’s statutory auditors in the U.K.
About Staffing 360 Solutions, Inc.
Staffing 360 Solutions, Inc. (NASDAQ: STAF) is a public company in the staffing sector engaged in the execution of a global buy-and-build strategy through the acquisition of domestic and international staffing organizations in the US and UK. The Company believes the staffing industry offers opportunities for accretive acquisitions that will drive its annual revenues to $500 million. As part of its targeted consolidation model, the Company is pursuing acquisition targets in the finance and accounting, administrative, engineering and IT staffing space. For more information, please visit:
www.staffing360solutions.com
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Follow Staffing 360 Solutions on
Facebook
,
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and
Twitter
.
Forward-Looking Statements
Certain matters discussed within this press release are forward-looking statements including, but not limited to the timing and ability to enter into any additional acquisitions and expand our business, as well as the size of future revenue or trading volume or future access to capital markets. Although Staffing 360 Solutions, Inc. believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. Specifically, in order for the Company to achieve annualized revenues of $500 million, the Company will need to successfully raise sufficient capital, to consummate additional target acquisitions, successfully integrate
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Exhibit 99.1
any newly acquired companies, organically grow its business, successfully defend any potential future litigation, as well as various additional contingencies, many of which are unknown at this time and generally out of the Company's control. The Company can give no assurance that it will be able to achieve these objectives. Staffing 360 Solutions does not undertake any duty to update any statements contained herein (including any forward-looking statements), except as required by law. Factors that could cause actual results to differ materially from expectations include general industry considerations, regulatory changes, changes in local or national economic conditions, our ability to access the capital markets on terms acceptable to us, or at all, our ability to comply with our contractual covenants, including in respect of our debt and other risks detailed from time to time in Staffing 360 Solutions' reports filed with the SEC, including quarterly reports on Form 10-Q, reports on Form 8-K and annual reports on Form 10-K.
Contacts:
Staffing 360 Solutions, Inc.
Brendan Flood, Executive Chairman
brendan.flood@staffing360solutions.com /
+1 (646) 507-5715
David Faiman, Chief Financial Officer
info@staffing360solutions.com /
+1 (
646) 507-5711
Investor Relations:
The Equity Group, Inc.
Lena Cati
lcati@equityny.com
/ +1 (212) 836-9611
Devin Sullivan
dsullivan@equityny.com
/ +1 (212) 836-9608
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