ge8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): December 23, 2009
|
GENERAL
EMPLOYMENT ENTERPRISES, INC.
|
|
(Exact
name of registrant as specified in its charter)
|
|
|
|
Illinois
|
1-05707
|
36-6097429
|
|
(State
or other jurisdiction of incorporation or organization)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification Number)
|
|
|
|
|
One
Tower Lane, Suite 2200, Oakbrook Terrace, Illinois
|
60181
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
|
|
|
Registrant’s
telephone number, including area code:
|
(630)
954-0400
|
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:
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
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
In July
2009, the Registrant purchased a $2.3 million certificate of deposit (“CD”) at a
New York bank. When the CD matured in October 2009, the bank did not
timely credit the proceeds of the CD to the Registrant’s account. Although the
Registrant has made a formal inquiry of the bank, to date the Company has not
received an adequate explanation for the bank’s non-performance relating to the
CD. In December 2009, the Registrant was reimbursed in full through a
non-recourse assignment of the CD for face value to an unrelated party, who has
other business interests with the bank. The purchaser of the CD is
neither an employee nor a director of the Registrant.
Management
determined that the size of the New York bank from which the CD was purchased
did not meet the minimum requirements of the Registrant’s investment policy and,
as a result, management concluded that it represented a material weakness in
internal control. In addition, during fiscal 2009, the Registrant authorized an
individual that was neither an employee nor a director as an authorized signor
on the Registrant’s bank account, which was also identified as
a material weakness in internal control. In September 2009, we
removed this individual as an authorized signor on our bank accounts. Management
has also taken the following steps in regards to the CD investment: (i) the CD
proceeds have been transferred to a financial institution that meets the
criteria of the established investment policy adopted by the Registrant; (ii)
the Chief Executive Officer, Ron Heineman, who authorized the purchase of the CD
voluntarily resigned effective December 23, 2009; and (iii) Salvatore Zizza was
appointed by the Board of Directors as the Chief Executive Officer of
the Registrant effective December 23, 2009.
Mr.
Zizza, our new Chief Executive Officer, is 64 years old and had no prior
relationship with the Registrant or any officers, directors or employees of the
Registrant other than as a consultant to the Chairman of the Board of Directors.
Mr. Zizza served as the President and Treasurer of Initial Acquisition Corp.,
from 1992 until March 1997, at which time Initial Acquisition Corp. merged with
Hollis-Eden Pharmaceuticals, Inc ("Hollis-Eden") and has served as a member of
the board of directors of Hollis-Eden since March 1997 and the non-executive
Chairman of the board of directors since March 2009 . Mr. Zizza is
presently Chairman of Metropolitan Paper Recycling, Inc. and also the Chairman
of Bethlehem Advanced Materials. Mr. Zizza was President and Chief
Financial Officer of NICO Construction Company, Inc. until 1985, when NICO
merged with The LVI Group, Inc. Prior to joining The LVI Group, Inc.,
Mr. Zizza was an independent financial consultant and had been a lending
officer for Chemical Bank. Mr. Zizza’s current and former directorships
include: The Gabelli Equity Trust (NYSE), The Gabelli Asset Fund, The Gabelli
Growth Fund, The Gabelli Convertible and Income Securities Fund, The Gabelli
Utility Trust Fund (NYSE), The Gabelli Global Multimedia Trust (NYSE), The
Gabelli Equity Series Fund, The Gabelli Dividend and Income Trust, The Gabelli
Gold Fund, the Gabelli International Growth Fund, The Gabelli Global Gold
Natural Resources, Westwood Funds, Earl Scheib Inc (NASDAQ), and St. David’s
School. Mr. Zizza received a B.A. in Political Science and an M.B.A. from
St. John’s University.
Mr. Zizza
entered into a consulting agreement in March, 2009 with the Registrant’s
majority shareholder, PSQ, LLC (“PSQ”), which agreement provides for the payment
of a monthly consulting fee to Mr. Zizza by PSQ in the amount of $20,000 per
month. PSQ is wholly-owned by Stephen Pence, our Chairman of the Board of
Directors. The consulting agreement is expected to continue during the period
that Mr. Zizza serves as our Chief Executive Officer.
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, thereunto
duly authorized.
|
|
GENERAL EMPLOYMENT ENTERPRISES,
INC.
(Registrant)
|
|
Date: December
29, 2009
|
By:
/s/ Salvatore J. Zizza
|
|
|
Salvatore
J. Zizza
|
|
|
Chief
Executive Officer
|
|
|
|