Blueprint
Registration
No. 333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
COMMAND CENTER, INC.
(Exact
name of registrant as specified in its charter)
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Washington
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91-2079472
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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3609 S. Wadsworth Blvd, Suite 250, Lakewood, CO
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80235
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(Address
of principal executive offices)
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(Zip
Code)
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Command Center, Inc. 2016 Stock Incentive Plan
(Full
title of the plan)
Frederick
Sandford
President
and CEO
Command
Center, Inc.
3609 S.
Wadsworth Blvd, Suite 250
Lakewood,
CO 80235
(866)
464-5844
(Name,
address and telephone
number
of agent for service)
Copy
to:
Amy M.
Trombly, Esq.
Trombly
Business Law, PC
1314
Main Street, Suite 102
Louisville,
CO 80027
(617) 243-0060
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange
Act.
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Large accelerated filer ☒
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Accelerated filer ☒
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Non-accelerated filer ☒
(Do not check if a smaller reporting company)
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Smaller
reporting company ☐
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CALCULATION OF REGISTRATION FEE
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Title of Securities to Be Registered
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Amount to Be Registered (1)
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Proposed Maximum Offering Price Per Share (2)
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Proposed Maximum Aggregate Offering Price (2)
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Amount of Registration Fee
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Common Stock, par
value $0.001 per share, issued pursuant to the Command Center, Inc.
2016 Stock Incentive Plan
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6,000,000
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$0.37
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$2,220,000
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$257.30
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(1)
Pursuant to Rule
416 under the Securities Act of 1933, as amended (the
“Securities Act”), this registration statement also
covers any additional securities that may be offered or issued in
connection with any stock split, stock dividend, recapitalization
or any other similar transaction effected without receipt of
consideration, which results in an increase in the number of the
Registrant’s outstanding shares of Common Stock.
(2)
Estimated solely
for calculation of the registration fee pursuant to Rules 457(c)
and (h)(1) under the Securities Act, based on the average of the
high and low prices for the Registrant’s Common Stock on
December 27, 2016, as reported on the OTC Markets Group
QB.
TABLE OF CONTENTS
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PART
I
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1
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Item 1.
Plan Information
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1
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Item 2.
Registrant Information and Employee Plan Annual
Information
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1
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PART
II
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1
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Item 3.
Incorporation of Documents by Reference
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1
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Item 4.
Description of Securities
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2
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Item 5.
Interests of Named Experts and Counsel
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2
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Item 6.
Indemnification of Directors and Officers
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2
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Item 7.
Exemption From Registration Claimed
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3
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Item 8.
Exhibits
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3
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Item 9.
Undertakings
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3
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PART
I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1.
PLAN INFORMATION.
In
accordance with the Instructional Note to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission, the
information specified by Part I of Form S-8 has been omitted from
this registration statement on Form S-8.
The
documents containing the information specified in Part I, Items 1
and 2, will be delivered to each of the employee participants in
accordance with Form S-8 and Rule 428(b)(1) promulgated under the
Securities Act of 1933.
ITEM 2.
REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.
The
Registrant will provide, without charge, to each person to whom a
copy of a Section 10(a) prospectus hereunder is delivered, upon the
oral or written request of such person, a copy of any document
incorporated in this registration statement by reference in Item 3
of Part II of this registration statement. These documents, taken
together, are incorporated by reference in and constitute a
prospectus that meets the requirements of Section 10(a) of the
Securities Act. The Registrant will also make available without
charge, upon oral or written request, other documents required to
be delivered pursuant to Rule 428(b). Requests for such information
should be directed to: Command Center, Inc., 3609 S. Wadsworth
Blvd, Suite 250, Lakewood, CO, Attention: Corporate Secretary.
Telephone: (866) 464-5844.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3.
INCORPORATION OF DOCUMENTS BY REFERENCE.
The
following documents filed by the Registrant with the Securities and
Exchange Commission are hereby incorporated by reference in this
registration statement:
(a)
The
Registrant’s Annual Report on Form 10-K for the fiscal year
ended December 25, 2015, filed March 24, 2016 pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”);
(b)
The
Registrant’s Current Reports on Form 8-K filed April 12,
2016; June 7, 2016; August 19, 2016; September 2, 2016; October 4,
2016; and November 23, 2016.
(c)
The
Registrant’s Quarterly Report on Form 10-Q for the fiscal
quarter ended March 25, 2016, filed May 11, 2016; the
Registrant’s Quarterly Report on Form 10-Q for the fiscal
quarter ended June 24, 2016, filed August 9, 2016; and the
Registrant’s Quarterly Report on Form 10-Q for the fiscal
quarter ended September 23, 2016, filed November 14, 2016;
and
(d)
The description of
the Registrant’s common stock contained in the
Registrant’s Registration Statement on Form 8-A filed
February 8, 2008, pursuant to Section 12(g) of the Exchange Act,
including any amendment or report filed for the purpose of updating
such description.
All
documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated in this registration statement by reference and to be
a part hereof from the date of filing of such documents. Any
statement contained in this registration statement, in a supplement
to this registration statement or in a document incorporated by
reference herein, shall be deemed to be modified or superseded for
purposes of this registration statement to the extent that a
statement contained herein or in any subsequently filed supplement
to this registration statement or in any document that is
subsequently incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration
statement.
ITEM 4.
DESCRIPTION OF SECURITIES.
Not
applicable.
ITEM 5.
INTERESTS OF NAMED EXPERTS AND COUNSEL.
No
named expert or counsel was hired on a contingent basis, will
receive a direct or indirect interest in the Registrant, or was a
promoter, underwriter, voting trustee, director, officer or
employee of the Registrant. No expert or counsel has any
contingent-based agreement with the Registrant or any other
interest in or connection to the Registrant.
ITEM 6.
INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections
23B.08.500 through 23B.08.603 of the Washington Business
Corporation Act authorize a court to award, or a
corporation’s board of directors to grant, indemnification to
directors and officers on terms sufficiently broad to permit
indemnification under certain circumstances for liabilities arising
under the Securities Act, as amended. Article IX of the
Registrant’s Articles of Incorporation, as amended and
Article VI of the Registrant’s Amended and Restated Bylaws
provide for indemnification of the Registrant’s directors,
officers, employees and agents to the maximum extent permitted by
Washington law and provide the directors and officers of the
Registrant also may be indemnified against liability they may incur
for serving in those capacities pursuant to a liability insurance
policy maintained by the Registrant for such purpose.
Section
23B.08.320 of the Washington Business Corporation Act authorizes a
corporation to limit a director’s liability to the
corporation or its shareholders for monetary damages for acts or
omissions as a director, except in certain circumstances involving
intentional misconduct, knowing violations of law or illegal
corporate loans or distributions, or any transaction from which the
director personally receives a benefit in money, property or
services to which the director is not legally entitled. Article
VIII of the Registrant’s Articles of Incorporation, as
amended, contains provisions implementing, to the fullest extent
permitted by Washington law, such limitations on a director’s
liability to the Registrant and its
shareholders.
Article
IX of the Registrant’s Articles of Incorporation, as amended
(included as Exhibit 3.1 to the Registrant’s Registration
Statement on Form SB-2 filed May 7, 2001) and Article VI of the
Registrant’s Amended and Restated Bylaws, as amended
(included as Exhibit 3.2 to the Registrant’s Current Report
on Form 8-K filed October 4, 2016) provide for indemnification of
the Registrant’s directors, officers, employees and other
agents to the extent and under the circumstances permitted by the
Washington Business Corporation Act.
ITEM 7.
EXEMPTION FROM REGISTRATION CLAIMED.
Not
applicable.
ITEM 8.
EXHIBITS.
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Exhibit
No.
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Description
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5.1
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Opinion
of Trombly Business Law, PC (filed herewith).
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10.1
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Command
Center, Inc. 2016 Stock Incentive Plan (included as Appendix B to
the Registrant’s Defintive Proxy Statement filed October 11,
2016, and incorporated herein by reference).
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23.1
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Consent
of PMB Helin Donovan, LLP (filed herewith).
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23.2
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Consent
of Trombly Business Law, PC (included in Exhibit 5.1 filed
herewith).
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(a)
The
undersigned registrant hereby undertakes:
(1)
To
file, during any period in which offers or sales are made, a
post-effective amendment to this registration
statement:
(iii)
To
include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
(2)
That,
for the purpose of determining liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3)
To
remove from registration by means of a post-effective amendment any
of the securities which remain unsold at the termination of the
offering.
(b)
The
undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant’s annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan’s
annual report pursuant to section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h)(3)
Insofar as
indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Lakewood,
State of Colorado, on the 28th day of December, 2016.
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COMMAND
CENTER, INC.
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By:
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/s/
Frederick Sandford
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Frederick
SandfordPresident and CEO
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Pursuant to the
requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the
capacities and on the dates indicated.
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Name
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Title
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Date
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/s/
Frederick Sandford
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President
and CEO
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December
28, 2016
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Frederick
Sandford
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(Principal
Executive Officer)
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/s/
Colette Pieper
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Chief
Financial Officer (Principal Financial
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December
28, 2016
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Colette
Pieper
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Officer
and Principal Accounting Officer)
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/s/
Steven Bathgate
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Director
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December
28, 2016
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Steven
Bathgate
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/s/
Richard Finlay
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Director
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December
28, 2016
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Richard
Finlay
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/s/ R.
Rimmy Malhotra
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Director
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December
28, 2016
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R.
Rimmy Malhotra
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/s/
John Schneller
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Director
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December
28, 2016
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John
Schneller
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/s/
J.D. Smith
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Director
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December
28, 2016
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J.D.
Smith
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/s/
John Stewart
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Director
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December
28, 2016
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John
Stewart
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