HIREQUEST, INC. Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the Purchase Agreement, HQ Snelling will acquire certain assets and
assume certain liabilities of the Sellers (such acquisition and assumption, the
"Transaction"), for a purchase price of
Consummation of the Transaction is subject to the satisfaction or waiver of
customary closing conditions including, without limitation, the accuracy (in
certain cases subject to a materiality qualifier) of each party's
representations and warranties, the performance by each party in all material
respects of their obligations under the Purchase Agreement, and the delivery by
each party of standard documents, certificates, and resolutions authorizing and
evidencing the Transaction. There also shall not have been any Material Adverse
Effect, as defined in the Purchase Agreement. In addition, Buyer shall have
entered into employment or consulting agreements with a small number of key
employees and shall have entered into an agreement with People 2.0 to provide
certain services to acquired franchisees. The Transaction will be financed with
cash-on-hand and existing credit facilities and is not subject to any financing
condition. Subject to the satisfaction or waiver of the conditions above, the
closing of the Transaction is expected to occur in
The Purchase Agreement contains customary representations, warranties, covenants, and termination rights. The parties have agreed to customary indemnification rights subject to certain deductibles and caps.
The foregoing description of the Purchase Agreement and the Transaction does not
purport to be complete and is qualified in its entirety by reference to the
Purchase Agreement, a copy of which is filed as Exhibit 2.1 hereto and is
incorporated herein by reference. The representations, warranties, and covenants
made by the parties in the Purchase Agreement: (a) were made solely for the
benefit of the parties to the Purchase Agreement; (b) are subject to limitations
agreed upon by the contracting parties, including being qualified by
confidential disclosure schedules; (c) may have been made for the purposes of
allocating contractual risk between the parties to the Purchase Agreement
instead of establishing matters as facts; and (d) are subject to the standards
of materiality applicable to the contracting parties that may differ from those
applicable to investors. Investors should not rely on any representations,
warranties, or covenants contained in the Purchase Agreement, or any
descriptions thereof, as characterizations of the actual state of facts or
conditions of the Company, HQ Snelling, or the Sellers or any of their
respective subsidiaries or affiliates. Information concerning the subject matter
of any such representations, warranties, and covenants may change after the date
of the Purchase Agreement. Accordingly, investors should read the
representations and warranties in the Purchase Agreement not in isolation, but
only in conjunction with the other information about the Company that it
includes in reports, statements, and other filings it makes with the
Item 7.01 Regulation FD Disclosure
On
The information contained in Exhibit 99.1 is furnished pursuant to Item 7.01 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). In addition, the information included in Exhibit 99.1 shall not be deemed to have been incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference into such filing. The furnishing of this information hereby shall not be deemed an admission as to the materiality of such information.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
2.1 Asset Purchase Agreement dated
Cautionary Note Regarding Forward Looking Statements
This Current Report on Form 8-K and the Exhibits attached hereto and furnished herewith, contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including statements regarding the Purchase Agreement, the acquisition of certain assets of the Sellers, and the expected benefits from such Transaction including when and whether the Transaction will close, the potential benefits of additional franchised offerings and exposure to additional segments in the staffing industry, the interactions between a new franchised offering and the Company's existing franchised offerings, increased earnings, revenue, and scale, and the effects of expanded scale. All statements other than statements of historical facts contained herein, including the statements identified in the preceding sentence and other statements regarding our future financial position and results of operations, liquidity, business strategy, and plans and objectives of management for future operations, are forward-looking statements. The words "expect," "intend," "anticipate," "will," "believe," "may," "estimate," "continue," "should," "plan," "could," "target," "potential," "is likely," and similar expressions as they relate to the Company, HQ Snelling, or the Sellers, are intended to identify forward-looking statements. We have based these forward-looking statements largely on management's expectations and projections regarding future events and financial trends that we believe may affect our financial condition, operating performance, business strategy, and financial needs. These forward-looking statements involve a number of risks and uncertainties.
Important factors that could cause actual results to differ materially from these forward-looking statements include: the possibility that the asset acquisition will not close including without limitation, due to the failure to satisfy any closing conditions; the possibility that the anticipated benefits of the asset acquisition will not be realized or will not be realized within the expected time period; the risk that Sellers' business may not be integrated successfully and disruption from the acquisition may make it more difficult to maintain business and operational relationships; and several other factors.
Further information on risks we face is detailed in our filings with the
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