U.S. 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: February 10, 2003
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(Date of earliest event reported)
RESOLVE STAFFING, INC.
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Exact name of registrant as specified in its charter
Nevada 0-29485 33-0850639
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State of other jurisdiction of Commission File No. I.R.S. Employer
incorporation or organization Identification No.
105 N. Falkenburg Rd., Suite B, Tampa, Florida 33619
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(Address of principal executive offices)
Registrant's telephone number, including area code: (813) 662-0074
None
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(Former name or former address if changed since last report)
Item 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On February 7, 2003, Resolve Staffing, Inc. (the "Company") entered into an
employment agreement with Wanda Dearth to engage Ms. Dearth to serve as the
Company's Chief Executive Officer effective as of February 10, 2003. A
copy of such employment agreement is attached hereto as exhibit 10.1. Ms.
Dearth was also appointed as a member of the Company's Board of Directors.
Ms. Dearth has more than 15 years of health care staffing, marketing and
management experience. Prior to joining us, Ms. Dearth was an independent
consultant and a consultant with Comforce Nurse Staffing Services from January
2001 to February 2003. From June 2000 through December 2001, Ms. Dearth was
Chief Operating Officer and President at Cryo-Cell International, Inc., a
Nasdaq Small Cap company. From August 1998 to May 2000, Ms. Dearth was a
business unit vice president with Kforce.com HealthCare, where she handled
business development for the nurse staffing division and she served as a
regional director for StarMed Staffing from January 1, 1998 to July 7, 1998.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
10.1 Employment Agreement between the Company and Ms. Wanda D. Dearth,
dated February 7, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RESOLVE STAFFING, INC.
By: /s/ Wanda D. Dearth
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Wanda D. Dearth
Chief Executive Officer
Dated: March 18, 2003
EXHIBIT 10.1
105 NORTH FALKENBURG ROAD, SUITE B, TAMPA, FLORIDA 33619
TELEPHONE (813) 662-0074 FACSIMILE (813) 662-0144
February 7, 2003
Ms. Wanda Dearth
3036 Savannah Oaks Circle
Tarpon Springs, Florida 34688
Dear Wanda:
As per our recent discussions with you, Resolve Staffing, Inc. is very pleased
to extend to you an offer for you to join the Company as Chief Executive
Officer beginning on February 10, 2003. Please understand that as the Company
grows, the Board may consider it necessary to segregate the position of CEO.
You will also be appointed to the Board of Directors.
The CEO will initially report directly to the Board of Directors/Bill Brown. The
general duties of the CEO will include, but not be limited to, the following:
Development of a business plan that sets the general course for the Company
as it relates to the staffing industry including detailed financial projections,
etc. (In conjunction with Pinnacle Corporate Services)
Development of a strategic plan of action to be incorporated into the
overall corporate business plan that defines the Company's short-term,
intermediate term, and long-term goals and objectives and the necessary action
steps needed to accomplish these goals and objectives. (In conjunction with
Pinnacle Corporate Services)
Further enhancement of the Company's current revenue base, including
overseeing the Falkenburg Rd. operation and attempting to grow revenues at that
location organically and through recruitment of additional staffing personnel.
Development of an acquisition-based growth plan and the identification,
negotiation, and integration of potential acquisition candidates that fit within
the overall framework of the Company's plans to consolidate certain segments of
the staffing industry. (In conjunction with Pinnacle Corporate Services)
Development and implementation of an investor relations/public relations
plan that clearly and concisely articulates the Company's growth plans and
achievements to investors, the financial community, the business community,
local and national press, etc. (In conjunction with Pinnacle Corporate
Services/Lagano & Associates)
Creation of a comprehensive publicly-traded company policy manual that
clearly defines and articulates the Company's policies and procedures in terms
of its compliance with the various federal and state securities laws.
Securing capital for the Company's growth efforts, including establishing
relationships with registered broker-dealers and market makers as well as retail
and institutional investors. (In conjunction with Pinnacle Corporate
Services/Lagano & Associates)
Day-to-day management and oversight of the Company's existing personnel and
recruitment of additional personnel as needed.
Additional duties as needed consistent with the position of the President
of a publicly traded growth company.
For performing the duties of CEO of Resolve Staffing, Inc. the Company is
offering a 3-year employment contract with automatic annual renewal and the
option to sever from the Company after six months with no penalty. The
employment contract will stipulate that should the Company be acquired or should
the CEO be terminated for reasons other than for cause, then there will be a
severance component including payment of the remainder of the salary for the
life of the contract.
The employment agreement will contain the following general terms and
compensation (this list is not all-inclusive, the standard executive employment
agreement will contain additional terms) as follows:
The CEO understands and acknowledges that there will be no cash
compensation for the period beginning February 11, 2003 through March 30, 2003.
The value of the CEO's services during this period is agreed to be $17,500. The
CEO hereby agrees to contribute these services to the Company.
The compensation for the remaining 10 months of the employment agreement
shall have a cash and stock component.
The cash component of compensation shall be as follows:
a) Payments beginning on April 1, 2003 will be $5,000 per month through
May 31, 2003, with an increase to $7,000 per month beginning on June 1, 2003
through August 31, 2003, and a further increase to $10,000 per month beginning
September 1, 2003. The CEO's salary will be paid bi-weekly. The CEO will be
eligible for an increase in salary after the first year of employment with all
Compensation levels after the first year being determined/negotiated by and/or
with the Compensation Committee of the Board of Directors.
b) A $25,000 cash bonus to be paid no later than from 8/10/03. At the
Board's discretion the bonus may be paid prior to the end of 6-month period.
The stock component of compensation shall be as follows:
a) 275,000 shares of restricted stock with unconditional piggyback
registration rights, with these rights taking affect after Resolve's current
SB-2 filing become effective, paid at on April 1, 2003. Based on current
information both parties agree that the value of these shares upon issuance will
be $.15 per share. (It is anticipated, although not guaranteed or promised,
that the stock will have a value of between $0.50 and $3.00 when the Company's
shares initially begin trading on the Over-the-Counter Bulletin Board).
These restricted shares will be held in escrow during the vesting period
and will vest over the remaining ten months of the employment term as follows:
a) 100,000 shares will be fully vested April 1, 2003;
b) 35,000 shares will be fully vested June 1, 2003;
c) 35,000 shares will be fully vested August 1, 2003:
d) 35,000 shares will be fully vested October 1, 2003
e) 35,000 shares will be fully vested December 1, 2003; and
f) 35,000 shares will be fully vested on the first anniversary of CEO's
employment
The CEO will have the potential to earn additional cash and stock
compensation based on enhancement of revenue, i.e. new customer relationships,
recruitment of staffing employees, etc. The Compensation Committee of the Board
of Directors will set specific milestones for additional compensation within 90
days of the CEO's employment.
A year-end bonus based on profitability of the Company. Specific
profitability milestones for bonus purposes will be determined as time
progresses by the Board of Directors (The bonus structure will be developed by
the Compensation Committee of the Board of Directors within 180 days of the CEO
's employment with the Company).
The first 90 days of the CEO's employment will be a probationary period.
The Board of Directors will give the CEO a 90-day review and if the review is
unsatisfactory as to the CEO's performance, the Company may at its discretion
terminate the CEO without penalty. If at the end of the 90 days the Company at
its discretion decides to terminate the CEO for reasons other than for cause or
unsatisfactory job performance, then the CEO will receive a $25,000 severance
payment.
The CEO will sign a confidentiality/non-disclose agreement specifically in
regards to Resolve Staffing, Inc. and a separate non-compete agreement
consistent with industry standards based on payout and length of employment.
The CEO will devote substantially all of his/her time to the business of
the Company, except in regards to situations that are disclosed upon initial
employment of are approved as outside activities by the Board of Directors.
If these terms are acceptable to you, we will draw up a formal employment
agreement as soon as possible. The offer shall expire if not accepted on or
before 5:00 PM, February 7, 2003.
If this memorandum accurately sets forth the general terms and conditions under
which you are willing to enter into the transaction contemplated hereby, please
so indicate by signing below and faxing an executed copy to me at (813)
354-4795. The current shareholders, management, employees, and consultants of
Resolve Staffing, Inc. look forward to working with you to maximize shareholder
value and grow the Company.
Very Truly Yours,
/s/ Don Quarterman
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Donald E. Quarterman
President, On Behalf of the Board
of Directors
ACCEPTED & AGREED TO:
By: /s/ Wanda D. Dearth .
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Wanda Dearth
Date: 2/7/03
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