As filed with the Securities and Exchange Commission on September 29, 2023 Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BGSF, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 26-0656684 | ||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
5850 Granite Parkway, Suite 730
Plano, Texas 75024
(972) 692-2400
(Address, including zip code of Principal Executive Offices, and telephone number)
BGSF, Inc. 2013 Long-Term Incentive Plan
(Full title of the plan)
John R. Barnett
Chief Financial Officer and Secretary
5850 Granite Parkway, Suite 730
Plano, Texas 75024
(972) 692-2400
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Brandon T. Byrne, Esq.
Norton Rose Fulbright US LLP
2200 Ross Avenue, Suite 3600
Dallas, Texas 75201
(214) 855-7437
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (check one).
Large accelerated filer | ☐ | Accelerated filer | ☒ | |||||||||||
Non-accelerated filer | ☐ | Smaller reporting company | ☒ | |||||||||||
Emerging growth company | ☐ | |||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed by BGSF, Inc. (the “Company”), to register an additional 250,000 shares of common stock, $0.01 par value per share ("Common Stock"), for issuance pursuant to the BGSF, Inc. 2013 Long-Term Incentive Plan (the “Plan”). The Plan was described in the Company’s definitive Proxy Statement for the Company’s 2023 Annual Meeting of Stockholders held on August 9, 2023 and an amendment to add the additional shares to the Plan was approved by the Company’s stockholders at that meeting.
The 250,000 shares being registered hereby are in addition to the shares of Common Stock registered by the Company’s prior registration statements on Form S-8 (the “Prior Registration Statements”) filed on December 8, 2020 (File No. 333-251192), June 20, 2017 (File No. 333-218869), and December 20, 2013 (File No. 333-193014). The contents of the Prior Registration Statements are incorporated by reference herein except as otherwise amended or superseded hereby. After giving effect to the additional shares registered under this Registration Statement, the aggregate number of shares registered for issuance under the Plan will be 1,650,000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. | Incorporation of Documents by Reference. | ||||
Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, the following documents have been filed by the Company with the Securities and Exchange Commission (the “Commission”) and are incorporated by reference into this Registration Statement and will be deemed to be a part hereof:
| (a) | the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 2023, filed with the Commission on March 16, 2023; | ||||
| (b) | the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2023 filed with the Commission on May 11, 2023; | ||||
| (c) | the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 2, 2023 filed with the Commission on August 9, 2023; | ||||
| (d) | the Company’s Current Reports on Form 8-K (or amendments thereto) filed with the Commission on March 9, 2023, April 20, 2023, April 26, 2023, May 9, 2023, May 25, 2023, and August 14, 2023; and | ||||
| (e) | the description of the Company’s common stock, par value $0.01 per share, contained in the Company’s Registration Statement on Form 8-A (File No. 001-36704), filed with the SEC on November 12, 2019 (including any amendments or reports filed for the purpose of updating such description). | ||||
Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall also be deemed to be incorporated by reference herein and to be a part hereof from the dates of filing of such documents. Any statement contained in a document incorporated or deemed to be 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 other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statements so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
4.1 | Certificate of Incorporation of BG Staffing, Inc. (incorporated by reference from Amendment No. 2 to the Company’s registration statement on Form S-1 (File No. 333-191683) filed on November 4, 2013) | |||||||
| 4.2 | Certificate of Amendment to Certificate of Incorporation of BGSF, Inc. (incorporated by reference from the registrant’s Current Report on Form 8-K filed on February 12, 2021) | |||||||
| 4.3 | Bylaws of BG Staffing, Inc. (incorporated by reference from Amendment No. 2 to the Company’s registration statement on Form S-1 (File No. 333-191683) filed on November 4, 2013) | |||||||
| 4.4 | Form of Common Stock Certificate (incorporated by reference from Amendment No. 1 to the Company’s registration statement on Form S-1 (File No. 333-191683) filed on October 28, 2013) | |||||||
| 4.5 | BGSF, Inc. 2013 Long-Term Incentive Plan, as amended (filed as Annex A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on June 20, 2023 and incorporated herein by reference) | |||||||
5.1* | ||||||||
23.1* | ||||||||
23.2* | ||||||||
24.1* | Power of Attorney (included on signature page) | |||||||
107* | ||||||||
* | Filed herewith. | |||||||
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Plano, State of Texas, on September 29, 2023.
BGSF, INC. | ||||||||
By: | /s/ Beth Garvey | |||||||
Name: | Beth Garvey | |||||||
Title: | Chair, President and Chief Executive Officer | |||||||
Each person whose signature appears below hereby appoints Beth Garvey and John R. Barnett, and each of them, his or her true and lawful attorney-in-fact with full power of substitution or re-substitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments, including post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
NAME | DATE | ||||
| /s/ Beth Garvey | |||||
Beth Garvey Chair, President and Chief Executive Officer (Principal Executive Officer) | September 29, 2023 | ||||
| /s/ John R. Barnett | |||||
John R. Barnett Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) | September 29, 2023 | ||||
| /s/ C. David Allen, Jr. | |||||
C. David Allen, Jr. Director | September 29, 2023 | ||||
| /s/ Richard L. Baum, Jr. | |||||
Richard L. Baum, Jr. Director | September 29, 2023 | ||||
| /s/ Donna Carroll | |||||
Donna Carroll Director | September 29, 2023 | ||||
| /s/ Douglas E. Hailey | |||||
Douglas E. Hailey Director | September 29, 2023 | ||||
| /s/ Cynthia Marshall | |||||
Cynthia Marshall Director | September 29, 2023 | ||||
| /s/ Paul A. Seid | |||||
Paul A. Seid Director | September 29, 2023 | ||||