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): April 6, 2006
COMMAND CENTER, INC.
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(Exact name of registrant as specified in its charter)
Washington 333-60326 91-2079472
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
3773 West Fifth Avenue, Post Falls, Idaho 83854
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Address of principal executive offices Zip Code
Registrant's telephone number, including area code: 480-609-1250
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(Former name or former address, if changes 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 7.01 Regulation FD Disclosure
On April 6, 2006, Command Center, Inc. ("CCNI") announced that it assumed
management and financial control of 41 franchise locations. A copy of the press
release is attached to this report as Exhibit 99.1 and is incorporated by
reference herein.
This information is being disclosed pursuant to Regulation FD.
Accordingly, the information in this Form 8-K and the Exhibit attached hereto
shall not be deemed "filed" for purposes of Section 18 of the Securities Act of
1934, nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1934, except as shall be expressly set forth by specific
reference in such filing.
Item 8.01 Other Events
As previously reported, on November 9, 2005, CCNI entered into an
agreement to acquire the assets of up to 70 temporary staffing stores operating
as CCNI franchisees or licensees, subject to completion of due diligence reviews
and preparation of audited financial statements on the acquired stores. The due
diligence reviews and audits are complete on 41 stores. The company is still in
the due diligence process on a group of 29 additional temporary staffing stores.
The formal transfer of assets and assumption of full operating control will
occur for each operating entity as soon as appropriate workers compensation
coverage is in place on each store, the audits on the remaining entities are
complete, and the remaining due diligence reviews are finalized. CCNI is
currently in active negotiations with workers compensation insurance providers
and expects to have appropriate coverage in place on each store to be acquired
before the end of April.
The acquisition of the temporary staffing stores has been structured as a
tax deferred transaction under applicable regulations of the United States
Internal Revenue Code. In order to protect the tax deferred nature of the
transaction, CCNI intends to acquire all of the assets of the franchisee
operations entities in a single closing which is expected to occur later this
month. Pending final determination of the stores that meet the due diligence and
audit requirements of CCNI for acquisition, CCNI is moving forward to
consolidate operations and prepare for the operational roll-up of the
franchisees. The first step in this process was the assumption of management and
financial control of the 41 franchised temporary staffing store operations that
already meet the requirements for acquisition. These stores will be included in
the roll-up at the formal closing later this month. The 41 stores that are
involved in this initial step are owned by persons or entities related to CCNI
through common control. CCNI has not prepared a formal agreement reflecting this
assumption of management and financial control.
CCNI is currently preparing a management agreement that will formalize
CCNI's assumption of full operational and financial control of temporary
staffing stores that CCNI intends to acquire. This management agreement will
facilitate the operational and managerial transition prior to closing in
situations where the operating entities are not related parties. It is expected
that the management agreement will be used to assume full operational and
financial control of some or all of the remaining 29 temporary staffing stores
that are expected to be acquired.
CCNI has also opened 14 new temporary staffing stores since November 9,
2005. If all stores are acquired as expected, the Company intends to have 84
stores in operation before the end of the second quarter.
Upon completion of the closing of the temporary staffing stores, CCNI will
file a report on Form 8-K providing audited financial information on each store
group acquired, and pro forma financial information on the combined company, in
accordance with the rules and regulations of the United States Securities and
Exchange Commission.
Item 9.01. Financial Statements and Exhibits
Exhibit Number Description
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99.1 Press release dated April 6, 2006 regarding assumption of
management and financial control of 41 franchise locations.
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.
Command Center, Inc. April 10, 2006
/s/ Brad E. Herr
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Brad E. Herr, Secretary