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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): December 20, 2004
WORKSTREAM INC.
(Exact Name of Registrant as Specified in Charter)
CANADA 001-15503 N/A
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification No.)
495 MARCH ROAD, SUITE 300, OTTAWA, ONTARIO, CANADA K2K-3G1
(Address of Principal Executive Offices) (Zip Code)
(613) 270 0619
(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 (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))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 20, 2004, Workstream Inc. (the "Company") agreed to purchase,
through its wholly-owned subsidiary Workstream USA, Inc. (the "Company Sub"),
substantially all of the assets of ProAct Technologies Corporation ("ProAct"), a
provider of software and hosted web-based tools for employee benefits
management, pursuant to an Asset Purchase Agreement among the Company, the
Company Sub and ProAct (the "Purchase Agreement"). The total consideration to be
paid under the Purchase Agreement is $9,730,000, payable as follows: the Company
and Company Sub will pay $5,500,000 in cash upon closing; the Company and the
Company Sub will jointly issue at closing a promissory note in the face amount
of $1,530,000, which note will be secured by a senior security interest in the
assets being purchased under the Purchase Agreement; and the Company will issue
at closing $2,700,000 of common shares of the Company, $750,000 of which shares
will be held in escrow as the exclusive source against which the Company may
assert most potential indemnification claims under the Purchase Agreement. The
actual number of common shares to be issued at closing will be determined based
on the average of the closing price of the Company's common shares on the Nasdaq
SmallCap Market for the 20 business days prior to the closing date of the
Purchase Agreement. Pursuant to the terms of the Purchase Agreement, the Company
and ProAct will enter into a registration rights agreement pursuant to which the
Company will grant ProAct "piggy-back" registration rights with respect to the
common shares issued under the Purchase Agreement.
On December 21, 2004, the Company issued a press release announcing that
it had entered into the Purchase Agreement. The full text of such press release
is attached hereto as Exhibit 99.1 and incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release issued on December 21, 2004, by 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.
WORKSTREAM INC.
Dated: December 23, 2004 By: /s/ Michael Mullarkey
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Name: Michael Mullarkey
Title: Chief Executive Officer
Exhibit Index
Exhibit No. Description
99.1 Press Release issued on December 21, 2004 by Workstream Inc.