Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A
(Amendment No. 1)
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):
December 27, 2007
 
 
COMMAND CENTER, INC.
(Exact name of registrant as specified in its charter)
 
 
Washington
333-60326
91-2079472
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
  
Identification No.)
 
 
3773 West Fifth Avenue, Post Falls, Idaho
83854
Address of principal executive offices
Zip Code
 
 
Registrant’s telephone number, including area code:
208-773-7450
 
 
(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):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

Item 3.02. Unregistered Sales of Equity Securities.

Explanatory Note — Second Closing
 
This Amendment No. 1 to Form 8-K (“Amendment No. 1”) amends and restates the original Current Report on Form 8-K filed December 5, 2007 (the “Original Form 8-K”) to cause this Amendment No. 1 to reflect the effect of a second closing of the transaction reported in the Original Form 8-K, and to report the combined effect of the entire transaction, including both the first closing and the second closing (collectively, the “Offering”).
 
The second closing occurred on December 27, 2007. As a result of the second closing, the Registrant received additional investment from new investors who invested at the second closing, and also reduced the purchase amounts of two of the original investors based upon purchase proceeds actually received from them after the first closing. As a result of the second closing, the aggregate total proceeds to the Registrant from the Offering, including both the first closing and the second closing, increased to $10,296,885. The net increase in the proceeds of the Offering amounted to $229,885.
 
The documents from the first and second closings were substantially the same except that the first closing documents were dated as of November 30, 2007, and the second closing documents were dated as of December 27, 2007. The list of investors contained on Schedule A to the Purchase Agreement was amended to add the new investors who invested in the second closing and to reduce the investments of two investors in the first closing as described above. The amended Schedule A listing all investors in the Offering and presenting the combined net effect of the Offering is filed herewith as Exhibit 4.1/A and replaces, in its entirety, the Schedule A that was included in Exhibit 4.1 as filed with the Original Form 8-K.
 
As a result of this “Offering, the Registrant sold 10,296,885 shares of Common Stock and issued Warrants to purchase 6,312,803 shares of Common Stock to the investors.
 
The Original Form 8-K is amended and restated in its entirety by this Amendment No. 1. The description of the Offering below has been adjusted to describe the Offering as a whole, giving effect to both the first closing and the second closing.
 
In the Offering, Command Center, Inc. (the “Registrant”) entered into Securities Purchase and Registration Rights Agreements (the “Purchase Agreements”) with the investors named therein (the “Investors”). Under the Purchase Agreements, the Registrant sold to Investors 10,296,885 units (the “Units”), each unit consisting of one share of common stock (the “Common Shares”) and a warrant to purchase 0.50 share of common stock (the “Warrants”), for an aggregate of 10,296,885 shares of common stock and warrants to purchase an aggregate of up to 5,148,443 shares of common stock. The Units were sold for a per Unit price of $1.00, and an aggregate purchase price of $10,296,885. The Warrants issued by the Registrant as part of the Units entitle the Investors to purchase shares of common stock (the “Warrant Shares”) at an exercise price of $1.25 per share.
 
As a part of the Offering, MDB Capital Group, LLC (the “Placement Agent”), converted a $500,000 note issued by the Registrant in connection with an August 2007 bridge loan from the Placement Agent, into Units at a conversion price of $1.00 per Unit. The Placement Agent also accepted $593,885 out of the $611,289 cash portion of its placement agent fee in Units at a price of $1.00 per Unit. These amounts are included in the $10,296,885 aggregate purchase price.
 
 
accepted $593,885 out of the $611,289 cash portion of its placement agent fee in Units at a price of $1.00 per Unit. These amounts are included in the $10,296,885 aggregate purchase price.
 
Warrants to purchase an additional 1,164,360 shares of Common Stock at $1.25 per share were issued to the Placement Agent and its assigns as additional placement agent compensation.
 
The Registrant expects to use the proceeds of the Offering for expansion and working capital. A copy of the Purchase Agreement and the Warrant were filed as Exhibits 4.1 and 4.2, respectively, to the Original Form 8-K and are incorporated by reference herein.
 
The Registrant is obligated under the Purchase Agreement to prepare and file with the Commission, within 45 days of the first closing of the Offering, a registration statement covering the resale of the Common Shares, the Warrant Shares, the Placement Agent Shares and the Placement Agent Warrant Shares. The Registrant is obligated to cause the registration statement to become effective within 120 days of the first closing of the Offering. The registration statement will provide for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act. The Registrant must also use its reasonable best efforts to keep the registration statement continuously effective under the Securities Act until the earlier of the date that all Common Shares, Warrant Shares, Placement Agent Shares and Placement Agent Warrant Shares issued or issuable under the Purchase Agreement have been sold or can be sold publicly under Rule 144(k), or two years after the registration statement becomes effective. The Registrant is obligated to pay the costs and expenses of such registration.
 
After giving effect to this Offering, the Registrant has 35,665,053 Common Shares outstanding, not including Common Shares (Warrant Shares) issuable upon exercise of the Warrants issued in the Offering.
 
The offer and sale of the Units, the common stock and the warrants was made in reliance upon exemptions from registration afforded by Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D, as promulgated by the Commission under the Securities Act.
 
ITEM 7.01 Regulation FD Disclosure
 
The Company issued a Press Release on December 5, 2007, announcing the first closing of the Offering. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
 
The information included in this Item 7.01, including Exhibit 99.1 furnished herewith, shall be deemed not to be “filed” for purposes of Section 18 of the Securities Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing pursuant to the Securities Act or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such filing.

 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit No.
  
Item
  
Filing Status
         
 
Securities Purchase and Registration Rights Agreement dated November 30, 2007 by and among Command Center, Inc. and the Investors named therein, incorporated herein by reference to Exhibit 4.1, filed with the registrant’s Original Form 8-K on December 5, 2007.
  
Filed
         
 
Exhibit A to Securities Purchase and Registration Rights Agreement dated November 30, 2007 and December 27, 2007 (combined) by and among Command Center, Inc. and the Investors named therein. Exhibit A reflects all investors that purchased in the offering and the aggregate proceeds and Common Shares and Warrants issued. (Filed herewith.)
  
Filed
         
 
Form of Common Stock Purchase Warrant, incorporated herein by reference to Exhibit 4.2, filed with the registrant’s Original Form 8-K on December 5, 2007
  
Filed
         
 
Press Release dated December 5, 2007 announcing the closing under the Securities Purchase and Registration Rights Agreement dated November 30, 2007 by and among Command Center, Inc. and the Investors named therein, incorporated herein by reference to Exhibit 99.1, filed with the registrant’s Original Form 8-K on December 5, 2007
  
Furnished
 
 
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.
 
 		  
 		  
 
Date: January 14, 2008 By:   /s/ Brad E. Herr
 
  Brad E. Herr, Secretary

 
Exhibit Index 
 
Exhibit No.
  
Item
  
Filing Status
         
 
Securities Purchase and Registration Rights Agreement dated November 30, 2007 by and among Command Center, Inc. and the Investors named therein, incorporated herein by reference to Exhibit 4.1, filed with the registrant’s Original Form 8-K on December 5, 2007.
  
Filed
         
 
Exhibit A to Securities Purchase and Registration Rights Agreement dated November 30, 2007 and December 27, 2007 (combined) by and among Command Center, Inc. and the Investors named therein. Exhibit A reflects all investors that purchased in the offering and the aggregate proceeds and Common Shares and Warrants issued. (Filed herewith.)
  
Filed
         
 
Form of Common Stock Purchase Warrant, incorporated herein by reference to Exhibit 4.2, filed with the registrant’s Original Form 8-K on December 5, 2007
  
Filed
         
 
Press Release dated December 5, 2007 announcing the closing under the Securities Purchase and Registration Rights Agreement dated November 30, 2007 by and among Command Center, Inc. and the Investors named therein, incorporated herein by reference to Exhibit 99.1, filed with the registrant’s Original Form 8-K on December 5, 2007
  
Furnished
 
 
 
SCHEDULE OF INVESTORS
(Combined for Novmeber 30, 2007 and December 27, 2007 Closings)
 
Shareholder
  
Purchase Price
  
No. of Shares
  
Warrant Shares
  
Andrew Garret, Inc., Attention Guy G. Clemente, Managing Director
  
$
17,404.00
    
17,404
    
68,373
  
BCWOD, JV
  
$
75,000.00
    
75,000
    
37,500
  
Edwin Bertolas Revocable Living Trust
  
$
100,000.00
    
100,000
    
50,000
  
Thomas Berton
  
$
25,000.00
    
25,000
    
12,500
  
Bleu Ridge Consultants, Inc. Profit Sharing Plan and Trust
  
$
25,000.00
    
25,000
    
12,500
  
Charitable Remainder Trust of Tmothy J. Brasel
  
$
30,000.00
    
30,000
    
15,000
  
Susan A. Brasel
  
$
10,000.00
    
10,000
    
5,000
  
John Thomas Bridge and Opportunity Fund LP
  
$
250,000.00
    
250,000
    
125,000
  
Sam Buck
  
$
200,000.00
    
200,000
    
100,000
  
Chestnut Ridge Partners, LP
  
$
400,000.00
    
400,000
    
200,000
  
David Clarkson
  
$
40,000.00
    
40,000
    
20,000
  
Lesa Ann Clarkson
  
$
50,000.00
    
50,000
    
25,000
  
Lucille S. Ball IRRVOC TR Dated 9/10/1991, Richard L. Clarkson, TTEE
  
$
200,000.00
    
200,000
    
100,000
  
Richard Duane Clarkson
  
$
100,000.00
    
100,000
    
50,000
  
Richard L. Clarkson, TTEE
  
$
100,000.00
    
100,000
    
50,000
  
John Coghlan
  
$
100,000.00
    
100,000
    
50,000
  
Glen S. Davis
  
$
30,000.00
    
30,000
    
15,000
  
Anthony DaCosta
  
$
41,169.00
    
41,169
    
91,160
  
Anthony Di Benedetto
  
$
50,000.00
    
50,000
    
25,000
  
Anthony DiGiandomenico
  
$
511,169.00
    
511,169
    
446,160
  
Jane DiGiandomenico
  
$
50,000.00
    
50,000
    
25,000
  
Paul Dragul
  
$
25,000.00
    
25,000
    
12,500
  
Warren Feldman
  
$
50,000.00
    
50,000
    
25,000
  
Firebird Global Master Fund, Ltd., c/o Trident Company (Cayman) Limited
  
$
1,500,000.00
    
1,500,000
    
750,000
  
Genesis Financial, Inc.
  
$
100,000.00
    
100,000
    
50,000
  
Aaron A. Gruenfeld
  
$
100,000.00
    
100,000
    
50,000
  
Sanford D. Greenberg
  
$
25,000.00
    
25,000
    
12,500
  
Heller Capital
  
$
750,000.00
    
750,000
    
375,000
  
Iroquois Master Fund Ltd.
  
$
100,000.00
    
100,000
    
50,000
  
Raymond Kim
  
$
25,152.00
    
25,152
    
12,837
  
David Kincheloe
  
$
30,000.00
    
30,000
    
15,000
  
John G. Korman
  
$
50,000.00
    
50,000
    
25,000
  
Scott L. Landt
  
$
5,000.00
    
5,000
    
2,500
  
London Family Trust
  
$
300,000.00
    
300,000
    
150,000
  
David Carl Lustig, III
  
$
50,000.00
    
50,000
    
25,000
  
Raymond Marlett
  
$
30,000.00
    
30,000
    
15,000
  
Chris Marlett
  
$
10,884.00
    
10,884
    
24,100
  
MDB Capital Group, LLC, Attention Anthony DiGiandomenico
  
$
913,107.00
    
913,107
    
1,164,738
  
RBC Dain Raucher CUST FBO Jonathan Meyers
  
$
100,000.00
    
100,000
    
50,000
  
Christine A. Mittman
  
$
50,000.00
    
50,000
    
25,000
  
Henri Nurminen
  
$
8,000.00
    
8,000
    
4,000
  
Michael Palin and Dean Palin, JTWROS
  
$
100,000.00
    
100,000
    
50,000
  
J. J. Peirce
  
$
10,000.00
    
10,000
    
5,000
  
Pleiads Investment Partners – R, LP, c/o Potomac Capital Management
  
$
456,628.00
    
456,628
    
228,314
  
Potomac Capital International Ltd., c/o Potomac Capital Management
  
$
418,590.00
    
418,590
    
209,295
  
Potomac Capital Partners LP, c/o Potomac Capital Management
  
$
624,782.00
    
624,782
    
312,391
  
Angela A. Rouse
  
$
30,000.00
    
30,000
    
15,000
  
Sachs Investing Company
  
$
130,000.00
    
130,000
    
65,000
  
Philip S. Sassower 1996 Charitable Remainder Annuity Trust
  
$
100,000.00
    
100,000
    
50,000
  
John Schneller
  
$
-
    
-
   
116,435
  
Sonoran Pacific Resources, LLP
  
$
1,200,000.00
    
1,200,000
    
600,000
  
James P. Tierney
  
$
100,000.00
    
100,000
    
50,000
  
M. Stephen Walker
  
$
500,000.00
    
500,000
    
250,000
  
Totals
    
10,296,885
    
10,296,885
    
6,312,803