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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) March 30, 2009
GENERAL EMPLOYMENT ENTERPRISES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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ILLINOIS 1-05707 36-6097429
(STATE OR OTHER (COMMISSION FILE (IRS EMPLOYER
JURISDICTION NUMBER) IDENTIFICATION NO.)
OF INCORPORATION)
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:
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[ ]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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
SECURITIES PURCHASE AND TENDER OFFER AGREEMENT
On March 30, 2009, General Employment Enterprises, Inc., an
Illinois corporation (the "Company"), entered into a Securities
Purchase and Tender Offer Agreement (the "Purchase Agreement") with
PSQ, LLC, a Kentucky limited liability company ("Purchaser").
Subject to the terms and conditions of the Purchase Agreement,
Purchaser has agreed to (i) purchase from the Company (the "Share
Purchase") 7,700,000 newly issued shares of common stock, no par value
(the "Common Stock"), of the Company at a purchase price of $0.25 per
share, and (ii) commence a cash tender offer (the "Offer") to purchase
from the Company's shareholders up to 2,500,000 outstanding shares of
Common Stock at a purchase price of $0.60 per share, subject to
applicable withholding tax, net to the seller in cash without
interest. If more than 2,500,000 shares of Common Stock are validly
tendered in the Offer, the number of shares tendered by each tendering
shareholder will be cut back proportionately by a percentage amount
equal to the quotient of 2,500,000 over the number of shares of Common
Stock validly tendered in the Offer.
The Purchase Agreement includes customary representations,
warranties and covenants. The Company has agreed that, subject to
certain exceptions, it will not solicit proposals relating to
alternative business combination transactions, enter into an agreement
or discussion concerning, or provide information in connection with,
alternative business combination transactions, or withdraw, modify or
qualify the recommendation of the Company's Board of Directors in
favor of the Offer.
Consummation of the Offer and the Share Purchase are subject to
certain customary closing conditions, including receipt of approval
from the Company's shareholders in favor of the Share Purchase. The
consummation of the Offer is not subject to any condition regarding
any minimum number of shares being validly tendered in the Offer, but
is subject to shareholder approval, and consummation, of the Share
Purchase. Purchaser has agreed that it will extend the Offer for
successive periods if the conditions to closing, including shareholder
approval of the Share Purchase, are not satisfied prior to a
previously scheduled expiration period for the Offer.
The Purchase Agreement also provides that, upon the closing of the
Share Purchase and the Offer (the "Closing"), (i) Sheldon Brottman,
Edward Hunter, Thomas Kosnik and Kent Yauch will resign from the
Company's Board of Directors, and the Board will fill their vacancies
with the appointments of Stephen Pence, Charles (Chuck) W.B. Wardell
III and Jerry Lancaster to the Board, (ii) Herbert F. Imhoff, Jr.
("Mr. Imhoff") will resign as Chief Executive Officer and President of
the Company and will resign his office as Chairman of the Board of
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Directors (but will remain as a member of the Board), (iii) Ronald E.
Heineman will be appointed to serve as Chief Executive Officer and
President of the Company, and (iv) Stephen Pence will be appointed to
serve as Chairman of the Board of Directors of the Company. After the
Closing, after giving effect to the foregoing resignations and
appointments, the Board of Directors will consist of five members. As
a result, the Board of Directors has agreed to fix the size of the
Board at five members effective immediately following the Closing.
The Purchase Agreement also includes customary termination
provisions for both the Company and Purchaser and provides that, in
connection with the termination of the Purchase Agreement under
specified circumstances, the terminating party will be required to pay
the non-terminating party a termination fee of $175,000, and reimburse
the non-terminating party for transaction expenses up to $150,000.
The foregoing description of the Purchase Agreement does not
purport to be complete and is qualified in its entirety by reference
to the Purchase Agreement, a copy of which is filed herewith as
Exhibit 2.1 and is incorporated herein by reference.
ESCROW AGREEMENT
Concurrently with the execution of the Purchase Agreement, the
Company and Purchaser entered into an Escrow Agreement (the "Escrow
Agreement"), dated as of March 30, 2009, with Park Avenue Bank, New
York, New York, as escrow agent (the "Escrow Agent"). Pursuant to the
Escrow Agreement, Purchaser deposited with the Escrow Agent cash in
the amount of $1,925,000 for satisfaction of Purchaser's purchase
price payment obligation for the Share Purchase. If Purchaser
terminates the Purchase Agreement under circumstances requiring
payment of a termination fee and reimbursement of expenses to the
Company as described above, a portion of the funds in escrow will be
released to the Company in satisfaction of such fee and expenses.
The foregoing description of the Escrow Agreement does not purport
to be complete and is qualified in its entirety by reference to the
Escrow Agreement, a copy of which is filed herewith as Exhibit 10.1
and is incorporated herein by reference.
CONSULTING AGREEMENT
In connection with entering into the Purchase Agreement, on March
30, 2009, the Company, Purchaser and Mr. Imhoff entered into a
Consulting Agreement (the "Consulting Agreement"), which agreement
will become effective upon the consummation of the Share Purchase and
the Offer.
Under the terms of the Consulting Agreement, among other things,
(i) Mr. Imhoff's Employment Agreement with the Company will terminate,
as will his rights and benefits under the Employment Agreement (except
with respect to accrued vacation and his vested benefits under the
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Company's Executive Retirement Plan), (ii) all of Mr. Imhoff's stock
options will be canceled, (iii) Mr. Imhoff will be subject to non-
competition and non-solicitation provisions for a period of two years
after the expiration or termination of the Consulting Agreement, (iv)
Mr. Imhoff will grant a release in favor of the Company, (iv) Mr.
Imhoff will provide consulting services to the Company, and (v) Mr.
Imhoff will agree to continue to serve as a member of the Board of
Directors of the Company during the term of the Consulting Agreement.
In consideration therefor, under the terms of the Consulting
Agreement, Mr. Imhoff (i) will be paid an annual consulting fee of
$300,000 per year, and director fees no less than the fees currently
paid to the Company's non-employee directors ($2,000 per month),
during the term of the Consulting Agreement, (ii) will be issued
500,000 shares of Common Stock at the Closing for no additional
consideration, and (iii) 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 will be three years from the
Closing, and it will be 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 description of the Consulting Agreement does not
purport to be complete and is qualified in its entirety by reference
to the Consulting Agreement, a copy of which is filed herewith as
Exhibit 10.2 and is incorporated herein by reference.
REGISTRATION RIGHTS AGREEMENT
The Company, Purchaser and Mr. Imhoff also entered into a
Registration Rights Agreement (the "Registration Rights Agreement") on
March 30, 2009 that will provide (i) Purchaser with customary demand
registration rights with respect to the shares of Common Stock to be
acquired by Purchaser in the Share Issuance and the Offer, and (ii)
Mr. Imhoff with customary piggyback registration rights in the event
that any of Purchaser'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.
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ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
The information set forth in Item 1.01 above is incorporated by
reference into this Item 1.02.
If the Closing occurs, the Consulting Agreement will become
effective, and Mr. Imhoff's Employment Agreement with the Company (as
amended, the "Imhoff Employment Agreement") will terminate, and he
will forego and release all of his claims with respect to his rights
and benefits under the Imhoff Employment Agreement (except with
respect to his accrued vacation and his vested benefits under the
Company's Executive Retirement Plan).
The Imhoff Employment Agreement provides, among other things,
that Mr. Imhoff: will serve as Chairman of the Board, Chief Executive
Officer and President; will have a continuous three-year term of
employment with the Company at a minimum annual base salary of
$450,000 (although Mr. Imhoff agreed to reduce that base salary to
$350,000 for the year ending December 31, 2009); and will be eligible
to earn an annual performance bonus and be entitled to receive certain
other perquisites and benefits. In addition, the Imhoff Employment
Agreement provides that in the event the Company terminates Mr.
Imhoff's employment for any reason other than for "cause," Mr. Imhoff
would be entitled to receive outplacement assistance; a lump sum cash
payment equal to the sum of his base salary (calculated at the
$450,000 base salary amount) and average annual performance bonus that
would have been payable for the remainder of the term of the Imhoff
Employment Agreement; a severance bonus based on a fraction of his
average annual performance bonus; and continuation of certain
perquisites and fringe benefits for the remainder of the term of the
Imhoff Employment Agreement. Also, in the event that any payment,
benefit or distribution under the terms of the Imhoff Employment
Agreement was determined to be an "excess parachute payment" pursuant
to section 280G of the Internal Revenue Code, with the effect that he
would become liable for the payment of an excise tax, Mr. Imhoff would
be entitled to receive an additional gross-up payment.
The foregoing description of the Imhoff Employment Agreement does
not purport to be complete and is qualified in its entirety by
reference to the Imhoff Employment Agreement, a copy of which
(including the amendments thereto) is filed as Exhibit 10.10 to the
Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 2001, Exhibit 10.18 to the Company's Annual Report on
Form 10-KSB for the fiscal year ended September 30, 2007 and Exhibit
10.01 to the Company's Current Report on Form 8-K dated March 25,
2009, and the Imhoff Employment Agreement (including the amendments
thereto) is incorporated herein by reference.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
The information set forth in Item 1.01 above is incorporated by
reference into this Item 3.02.
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The shares of Common Stock that will be issued to Purchaser under
the Share Purchase, if it is consummated, and the shares of Common
Stock that will be issued to Mr. Imhoff under the Consulting
Agreement, if that agreement becomes effective, will be issued in
private placement transactions made in reliance upon exemptions from
registration pursuant to Section 4(2) under the Securities Act of
1933, as amended, and/or Rule 506 promulgated thereunder. Each of
Purchaser and Mr. Imhoff has represented to the Company that they are
accredited investors as defined in Rule 501 of Regulation D
promulgated under the Securities Act of 1933, as amended.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS
OF CERTAIN OFFICERS.
The information set forth under Item 1.01 above is incorporated
by reference into this Item 5.02.
DIRECTORS
Pursuant to the Purchase Agreement and as requested by Purchaser,
Messrs. Brottman, Hunter, Kosnik and Yauch will be resigning from the
Board of Directors of the Company upon the occurrence of the Closing.
There are no disagreements between any of such directors and the
Company on any matter relating to the Company's operations, policies
or practices which resulted in them tendering their resignations to be
effective upon the occurrence of the Closing.
Pursuant to the Purchase Agreement and as requested by Purchaser,
upon the occurrence of the Closing, Stephen Pence, Charles (Chuck)
W.B. Wardell III and Jerry Lancaster will be appointed by the Board to
serve as non-employee directors on the Board of Directors of the
Company.
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
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
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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 their first scheduled
meeting after the Closing occurs. If the Closing occurs and Messrs.
Pence, Wardell and Lancaster become members of the Board of Directors
of the Company, they will receive compensation as directors in line
with the Company'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
In connection with Mr. Imhoff's agreement to resign as Chief
Executive Officer and President of the Company if the Closing occurs,
Purchaser has requested, and the Board of Directors has approved, the
appointment of Ronald E. Heineman to serve as Chief Executive Officer
and President of the Company effective upon Mr. Imhoff's resignation.
Mr. Heineman has agreed to an initial annual salary of $1 and a
grant of 150,000 stock options on the date of the Closing pursuant to
and in accordance with the Company'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 the Company's shareholders of an increase
in the 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 the Company's
2010 Annual Meeting of Shareholders or at such earlier special meeting
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of shareholders as may be called in accordance with the Company's By-
laws, provided that such meeting will not be called for prior to the
date of the Closing.
There are no family relationships among Mr. Heineman and any
directors or other executive officers of the Company, including the
persons that would become directors of the Company if the Closing
occurs. Other than the transactions described in Item 1.01 above,
including the provisions in the Purchase Agreement providing for Mr.
Heineman to be appointed as Chief Executive Officer and President of
the Company upon the occurrence of the Closing, the Company is not
aware of any transaction in which Mr. Heineman has an interest
requiring disclosure under Item 404(a) of Regulation S-K.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE
IN FISCAL YEAR.
The information set forth under Items 1.01 and 5.02 above is
incorporated by reference into this Item 5.03.
The Company's By-laws previously provided that the Board of
Directors of the Company could not fill vacancies in the Board in
between shareholder meetings held for that purpose with respect to
more than 33-1/3% of the total membership of the Board. In order to
satisfy Purchaser's request and the requirement in the Purchase
Agreement that the Board appoint to the Board the three members
designated by Purchaser, effective upon the occurrence of the Closing,
the Board of Directors amended the Company's By-laws effective as of
March 27, 2009 to remove therefrom the limitation on the number of
vacancies in the Board that can be filled by the Board in between
meetings of shareholders specified for that purpose.
The foregoing description of the amendment to the By-laws
described above does not purport to be complete and is qualified in
its entirety by reference to the amendment, a copy of which is filed
herewith as Exhibit 3.1 and is incorporated herein by reference.
ITEM 8.01 OTHER INFORMATION.
On March 30, 2009, the Company issued a press release relating to
the Purchase Agreement. A copy of the press release is filed herewith
as Exhibit 99.1 and is incorporated herein by reference.
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CAUTIONARY STATEMENTS
The Purchase Agreement has been included to provide investors and
security holders with information regarding its terms. It is not
intended to provide any other factual information about the Company.
The representations, warranties and covenants contained in the
Purchase Agreement were made only for purposes of such agreement and
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as of specific dates, were solely for the benefit of the parties to
such agreement, and are subject to limitations agreed upon by the
contracting parties, including being qualified, modified or limited by
confidential disclosures exchanged between the parties in connection
with the execution of the Purchase Agreement. The representations and
warranties may have been made for the purposes of allocating
contractual risk between the parties to the agreement instead of
establishing these matters as facts, and may be subject to standards
of materiality applicable to the contracting parties that differ from
those applicable to investors. Investors are not third-party
beneficiaries under the Purchase Agreement and should not rely on the
representations, warranties and covenants or any descriptions thereof
as characterizations of the actual state of facts or condition of the
Company or Purchaser or any of their respective subsidiaries or
affiliates. Moreover, information concerning the subject matter of the
representations and warranties may change after the date of the
Purchase Agreement, which subsequent information may or may not be
fully reflected in the Company's public disclosures. Accordingly, the
representations and warranties in the Purchase Agreement should not be
viewed or relied upon as statements of actual facts or the actual
state of affairs of the Company.
The Offer described in this Current Report on Form 8-K has not yet
been commenced. Such description is for informational purposes only
and is not an offer to buy or the solicitation of an offer to sell any
securities. The solicitation and the offer to buy shares of the Common
Stock of the Company will be made only pursuant to an offer to
purchase on Schedule TO and related materials that Purchaser intends
to file with the Securities and Exchange Commission (the "SEC"). In
connection with the Offer, Purchaser will file with the SEC a tender
offer statement and related offer to purchase on Schedule TO that
provides the terms of the Offer and the Company will file with the SEC
a solicitation/recommendation statement on Schedule 14D-9 and a
related information statement, as well as a proxy statement relating
to the shareholder approval of the proposed Share Purchase.
Shareholders are urged to read these documents carefully and in their
entirety if and when they become available because they will contain
important information about the Offer and/or the proposed Share
Purchase.
When the offer to purchase, solicitation/recommendation statement,
proxy statement and/or information statement become available, they
will be mailed to the shareholders of the Company who are entitled to
receive such documents. In addition, the tender offer statement and
related offer to purchase, solicitation/recommendation statement,
proxy statement and/or information statement as well as other filings
containing information about the Company, the Offer and the Share
Purchase, if and when filed with the SEC, will be available free of
charge at the SEC's Internet Web site, www.sec.gov. In addition,
investors and security holders may obtain free copies of the
solicitation/recommendation statement, proxy statement and/or
information statement as well as other filings containing information
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about the Company, the Offer and the Share Purchase that are filed
with the SEC by the Company, if and when available, by contacting Kent
Yauch, Chief Financial Officer, at (630) 954-0495.
The Company and its directors and officers and other members of
management and employees may be deemed to be participants in the
solicitation of proxies with respect to the proxy statement that will
be used in connection with the Share Purchase. Information regarding
the Company's directors and executive officers is detailed in its
proxy statements and annual reports on Form 10-KSB, previously filed
with the SEC, and the information statement and/or proxy statement,
when filed, relating to the Offer and the Share Purchase, when it
becomes available.
FORWARD-LOOKING STATEMENTS
The statements made in this Current Report on Form 8-K which are
not historical facts are forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These forward-looking statements
include statements regarding the commencement of, and the acquisition
of shares pursuant to, the Offer, the consummation of the Share
Issuance, the filing of documents and information with the SEC, other
future or anticipated matters regarding the transactions discussed in
this release and the timing of such matters. Such forward-looking
statements often contain or are prefaced by words such as "will" and
"expect." As a result of a number of factors, the Company's actual
results could differ materially from those set forth in the forward-
looking statements. Certain factors that might cause our actual
results to differ materially from those in the forward-looking
statements include, without limitation: (i) the risk that the
conditions to the closing of the Offer or the Share Purchase set forth
in the Purchase Agreement will not be satisfied, (ii) changes in the
Company's business during the period between the date of this Current
Report on Form 8-K and the Closing, (iii) obtaining regulatory
approvals (if required) for the transaction, (iv) the risk that the
transaction will not be consummated on the terms or timeline first
announced and (v) those factors set forth in the "Forward-Looking
Statements" section of the Company's filings with the SEC, including
its most recent Annual Report on Form 10-KSB. The Company is under no
obligation to (and expressly disclaims any such obligation to) and
does not intend to update or alter its forward-looking statements
whether as a result of new information, future events or otherwise.
10
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) EXHIBITS.
EXHIBIT NO. DESCRIPTION
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2.1 Securities Purchase and Tender Offer Agreement,
dated as of March 30, 2009, by and among General
Employment Enterprises, Inc. and PSQ, LLC.*
3.1 Amendment to the By-Laws of General Employment
Enterprises, Inc.
10.1 Escrow Agreement, dated as of March 30, 2009, by
and among General Employment Enterprises, Inc.,
PSQ, LLC and Park Avenue Bank, as escrow agent.
10.2 Consulting Agreement, dated as of March 30, 2009,
by and among Herbert F. Imhoff, Jr., General
Employment Enterprises, Inc. and PSQ, LLC.
10.3 Registration Rights Agreement, dated as of March
30, 2009, by and between General Employment
Enterprises, Inc., PSQ, LLC and Herbert F. Imhoff,
Jr.
10.4 Employment Agreement between General Employment
Enterprises, Inc. and Herbert F. Imhoff, Jr., as
amended. (Incorporated by reference to Exhibit
10.10 to the Company's Annual Report on Form 10-K
for the fiscal year ended September 30, 2001,
Exhibit 10.18 to the Company's Annual Report on
Form 10-KSB for the fiscal year ended September
30, 2007, and Exhibit 10.01 to the Company's
Current Report on Form 8-K dated March 25, 2009.)
99.1 Press Release, dated March 30, 2009.
*The schedules to the Purchase Agreement have been omitted from this
filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will
furnish copies of such schedules to the U.S. Securities and Exchange
Commission upon request.
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11
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: March 30, 2009 By: /s/ Kent M. Yauch
---------------------------
Name: Kent M. Yauch
Title: Vice President, Chief
Financial Officer and
Treasurer
======================================================================
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
2.1 Securities Purchase and Tender Offer Agreement,
dated as of March 30, 2009, by and among General
Employment Enterprises, Inc. and PSQ, LLC.*
3.1 Amendment to the By-Laws of General Employment
Enterprises, Inc.
10.1 Escrow Agreement, dated as of March 30, 2009, by
and among General Employment Enterprises, Inc.,
PSQ, LLC and Park Avenue Bank, as escrow agent.
10.2 Consulting Agreement, dated as of March 30, 2009,
by and among Herbert F. Imhoff, Jr., General
Employment Enterprises, Inc. and PSQ, LLC.
10.3 Registration Rights Agreement, dated as of March
30, 2009, by and between General Employment
Enterprises, Inc., PSQ, LLC and Herbert F. Imhoff,
Jr.
10.4 Employment Agreement between General Employment
Enterprises, Inc. and Herbert F. Imhoff, Jr., as
amended. (Incorporated by reference to Exhibit
10.10 to the Company's Annual Report on Form 10-K
for the fiscal year ended September 30, 2001,
Exhibit 10.18 to the Company's Annual Report on
Form 10-KSB for the fiscal year ended September
30, 2007, and Exhibit 10.01 to the Company's
Current Report on Form 8-K dated March 25, 2009.)
99.1 Press Release, dated March 30, 2009.
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*The schedules to the Purchase Agreement have been omitted from this
filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will
furnish copies of such schedules to the U.S. Securities and Exchange
Commission upon request.
13