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
Date of Report (Date of earliest event reported): August 30, 2007
ClearPoint Business Resources, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-51200 | 98-0434371 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 1600 Manor Drive, Suite 110, Chalfont, PA | 18914 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (215) 997-7710
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 registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | 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)) |
| Item 1.01 | Entry into a Material Definitive Agreement. |
On August 30, 2007, ClearPoint Business Resources, Inc. (the “Company”) entered into an Agreement with KOR Capital, LLC (“KOR”), a Florida limited liability company controlled by Kevin O’Donnell, a former officer of the Company, which replaced the agreement between the Company and KOR previously disclosed on July 13, 2007 in a Form 8-K filed by the Company. Pursuant to the August 30, 2007 Agreement, the Company granted to KOR an exclusive right and license (i) to set up and operate, in parts of Northern California and Florida the Company’s system and procedures for the operation of light industrial and clerical temporary staffing services and (ii) to use in connection with the operation of certain of the Company’s proprietary intellectual property. In consideration for the grant and license, KOR is required to pay to the Company, on a weekly basis, a royalty equal to four and one half per cent of all gross revenues earned and received by KOR from the operation. KOR also agreed to pay the Company a Royalty Fee equal to fifty percent of the net income from the operation. Through this relationship KOR will operate and manage seven locations in Northern California and five locations in Florida.
The Agreement provides that the Company will, directly or indirectly, process the weekly payroll for all temporary and contract staff placed on assignment by KOR and KOR’s weekly invoices. The Agreement has a term of 99 years, but is subject to earlier termination upon certain material breaches or defaults and it may only be assigned by KOR if the assignee satisfies certain financial, business experience and character criteria acceptable to the Company.
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.
Dated: September 5, 2007
| CLEARPOINT BUSINESS RESOURCES, INC. | ||
| By: | /s/ Christopher Ferguson | |
| Name: | Christopher Ferguson | |
| Title: | President | |