UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 3)
(Name
of Issuer)
Common
Shares, par value $0.01 per share
(Title
of Class of Securities)
(CUSIP
Number)
Sorensen
Trust
D.
Stephen Sorensen
3820
State Street
Santa
Barbara, CA 93105
(805)
882-2200
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
With
a copy to:
Robert
B. Pincus, Esq.
Skadden,
Arps, Slate, Meagher & Flom LLP
One
Rodney Square
P.O.
Box 636
Wilmington,
DE 19899-0636
(302)
651-3000
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(c), 240.13d-1(f) or 240.13d-1(g), check the
following box.
o
*
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP
No.
032681108
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1
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Name
of Reporting Persons
Sorensen
Trust
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2
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Check
The Appropriate Box if a Member of a Group
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(See
Instructions)
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(a)
☐
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(b)
☐
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3
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SEC
Use Only
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4
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Source
of Funds (See Instructions)
PF
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5
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
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6
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Citizenship
or Place of Organization
California
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7
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Sole
Voting Power
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|
8
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Shared
Voting Power
10,295,599
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9
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Sole
Dispositive Power
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10
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Shared
Dispositive Power
2,032,903
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11
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Aggregate
Amount Beneficially Owned by Each Reporting Person
10,295,599
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12
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
☐
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13
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Percent
of Class Represented by Amount in Row (11)
61.66%
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14
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Type
of Reporting Person (See Instructions)
OO
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CUSIP
No.
032681108
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1
|
Name
of Reporting Persons
D.
Stephen Sorensen
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2
|
Check
The Appropriate Box if a Member of a Group
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|
(See
Instructions)
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(a)
☐
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(b)
☐
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3
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SEC
Use Only
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4
|
Source
of Funds (See Instructions)
OO
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5
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
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6
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Citizenship
or Place of Organization
United
States of America
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7
|
Sole
Voting Power
|
|
8
|
Shared
Voting Power
10,295,599
|
|
9
|
Sole
Dispositive Power
|
|
10
|
Shared
Dispositive Power
2,032,903
|
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11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
10,295,599
|
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
☐
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13
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Percent
of Class Represented by Amount in Row (11)
61.66%
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|
14
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Type
of Reporting Person (See Instructions)
IN
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CUSIP
No.
032681108
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1
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Name
of Reporting Persons
Shannon
P. Sorensen
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2
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Check
The Appropriate Box if a Member of a Group
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(See
Instructions)
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(a)
☐
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(b)
☐
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3
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SEC
Use Only
|
|
4
|
Source
of Funds (See Instructions)
OO
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5
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
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6
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Citizenship
or Place of Organization
United
States of America
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7
|
Sole
Voting Power
|
|
8
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Shared
Voting Power
10,295,599
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9
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Sole
Dispositive Power
|
|
10
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Shared
Dispositive Power
2,032,903
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11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
10,295,599
|
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
61.66%
|
|
14
|
Type
of Reporting Person (See Instructions)
IN
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CUSIP
No.
032681108
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1
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Name
of Reporting Persons
Koosharem
Corporation
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2
|
Check
The Appropriate Box if a Member of a Group
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(See
Instructions)
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(a)
☐
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(b)
☐
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3
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SEC
Use Only
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4
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Source
of Funds (See Instructions)
OO
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5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
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6
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Citizenship
or Place of Organization
California
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|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7
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Sole
Voting Power
|
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8
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Shared
Voting Power
8,262,696
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9
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Sole
Dispositive Power
|
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10
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Shared
Dispositive Power
|
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11
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Aggregate
Amount Beneficially Owned by Each Reporting Person
8,262,696
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|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
☐
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13
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Percent
of Class Represented by Amount in Row (11)
49.49%
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14
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Type
of Reporting Person (See Instructions)
CO
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Explanatory
Note
Pursuant to Rule 13d-2 promulgated
under the Securities Exchange Act of 1934, as amended, this Amendment No. 3 to
Schedule 13D (this “Amendment No. 3”) amends and supplements the Schedule 13D
originally filed with the United States Securities and Exchange Commission (the
“SEC”) by the Sorensen Trust, D. Stephen Sorensen and Shannon P Sorensen on
October 27, 2008, and amended by Amendment No. 1 thereto filed with the SEC on
November 18, 2008, and by Amendment No. 2 thereto filed with the SEC on December
29, 2008 (the “Original Schedule 13D” and, with Amendment No. 3, collectively,
the “Schedule 13D”). This Amendment No. 3
amends the Original Schedule 13D to
add Koosharem Corporation and
relates to common shares, par value $0.01
per share (the “Common Shares”), of Westaff, Inc., a Delaware corporation (the
“Issuer”). The principal executive offices of the Issuer are located
at 298 North Wiget Lane, Walnut Creek,
California 94598-2453. Except as specifically amended by
this Amendment No. 3, items in the Original Schedule 13D are
unchanged. Capitalized terms used herein that are not defined herein
have the meanings ascribed to them in the Original Schedule 13D.
Item
1. Security and Issuer
There
is no change to Item 1 of the Original Schedule 13D.
Item
2. Identity and Background
Item
2 of the Original Schedule 13D is hereby amended by replacing it in its entirety
with the following:
This
Schedule 13D is being filed jointly by the Sorensen Trust, Koosharem
Corporation, D. Stephen Sorensen (“Mr. Sorensen”), an individual, and Shannon P.
Sorensen, an individual (“Mrs. Sorensen” and, together with the Sorensen Trust,
Koosharem Corporation and Mr. Sorensen, the “Reporting Persons,” and each a
“Reporting Person”). A Joint Filing Agreement among the Reporting
Persons is attached hereto as
Exhibit
99.1
. The principal business address of each of the Reporting
Persons is 3280 State Street, Santa Barbara, California 93105.
The
Sorensen Trust is a California trust. Koosharem Corporation is a
California Corporation. Mr. and Mrs. Sorensen, both individuals, are
the settlors and sole trustees of the Sorensen Trust. Mr. and Mrs.
Sorensen are citizens of the United States of America.
The
Sorensen Trust holds 94% of the issued and outstanding equity interests in
Koosharem Corporation. Koosharem Corporation (which does business as
the “Select Family of Staffing Companies” which include “SelectRemedy” and
“Select Staffing”) is a national staffing industry leader, with annual sales of
nearly $1.5 billion and serving more than 10,000 customers in 35 states from
over 300 offices. Founded in Santa Barbara, California in 1985,
Koosharem Corporation offers premier workforce management services, including
recruiting and screening professional job candidates, payroll and time
attendance management, on-site supervision, proactive safety programs, and
specialty staffing solutions, to a wide variety of client companies, including
manufacturing, industrial, clerical, administrative, accounting, finance,
information technology and professional services.
The
directors and executive officers of Koosharem Corporation are set forth on
Schedule I
attached
hereto, which sets forth the following information with respect to each such
individual: (i) name; (ii) business address (or residence address where
indicated); (iii) present principal occupation or employment and the name,
principal business and address of any corporation or other organization in which
such employment is conducted and (iv) citizenship.
During
the past five years, none of the Reporting Persons or other individuals
identified in this Item 2, has been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of which was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding a violation in respect to such
laws.
Item
3. Source and Amount of Funds or Other Consideration
Item
3 of the Original Schedule 13D is hereby amended by replacing it in its entirety
with the following:
The
Sorensen Trust used its personal funds to acquire the 2,032,903 Common Shares
reported on this Schedule 13D that are owned directly by the Sorensen
Trust. The aggregate cost of purchasing such shares (excluding
brokerage commissions, if any) was $682,802.57.
Pursuant
to the Purchase Agreement, Koosharem Corporation has committed to purchase
8,262,696 Common Shares currently owned by DelStaff, LLC (“DelStaff”) for first
lien debt of Koosharem Corporation bearing a face amount of $40 million, subject
to the satisfaction of the conditions therein.
Item
4. Purpose of Transaction
Item
4 of the Original Schedule 13D is hereby amended and supplemented by deleting
the final paragraph of Item 4 and adding the following at the end of Item
4:
On
January 28, 2009, Koosharem Corporation entered into an Agreement and Plan of
Merger, (the “Merger Agreement”), with the Issuer and Select Merger Sub Inc., a
Delaware corporation and a wholly-owned subsidiary of Koosharem Corporation
(“Merger Sub”), pursuant to which Merger Sub will be merged with and into the
Issuer, with the Issuer continuing as the surviving corporation and a
wholly-owned subsidiary of Koosharem Corporation (the
“Merger”). Holders of Common Shares other than DelStaff will receive
$1.25 per share in cash in the Merger.
As
a condition of Koosharem Corporation and Merger Sub entering into the Merger
Agreement, and in consideration thereof, DelStaff entered into a Stock &
Note Purchase Agreement, dated as of January 28, 2009, with Koosharem
Corporation (the “Purchase Agreement”), pursuant to which, and subject to the
terms and conditions thereof, immediately prior to the Merger, DelStaff will
sell to Koosharem Corporation all of the Common Shares that it holds (8,262,696
shares, representing approximately 49.49% of the outstanding Common Shares)
together with approximately $2.7 million in outstanding subordinated loans
previously advanced from DelStaff to the Issuer in exchange for first lien debt
of Koosharem bearing a face amount of approximately $43
million. Pursuant to the Purchase Agreement, DelStaff has also agreed
to vote the Common Shares it owns in favor of the Merger and, subject to certain
limitations, against any alternative transaction proposal. In
addition, DelStaff is prohibited from transferring the Common Shares it owns in
any way that would result in DelStaff’s inability to vote its Common Shares in
accordance with the Purchase Agreement. One of the conditions to
consummation of the Purchase Agreement is that the conditions to the Merger
Agreement have been satisfied.
Consummation
of the Merger is subject to the approval of the holders of at least 51% of the
Common Shares outstanding, completion of Koosharem Corporation’s planned
financing and certain
other
conditions. The Merger Agreement provides that the Common Shares will
be delisted from The Nasdaq Stock Market after the consummation of the
Merger.
Except
as set forth in this Schedule 13D, the Reporting Persons do not have any present
plan or proposal that would relate to or result in any of the matters set forth
in subparagraphs (a) – (j) of Item 4 of Schedule 13D.
The
foregoing summary of certain provision of the Merger Agreement and the Purchase
Agreement is not intended to be complete and is qualified in its entirety by
reference to the full text of such agreements.
Item
5. Interest in Securities of the Issuer
There
is no change to Item 5 of the Original Schedule 13D except that sub-items (a)
and (b) are hereby amended by replacing them in their entirety with the
following:
(a)
According to the Issuer’s quarterly report for the period ended July 12, 2008,
as of August 25, 2008, 16,697,010 Common Shares were
outstanding. Including both (i) Common Shares that DelStaff has
agreed to vote in accordance with the voting provisions of the Purchase
Agreement and (ii) the Common Shares held directly by the Sorensen Trust, Mr.
Sorensen, Mrs. Sorensen and the Sorensen Trust may each be deemed to have
beneficial ownership (within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934) of
10,295,599 Common Shares, which
represent approximately 61.66% of the Common Shares
outstanding. Koosharem Corporation may be deemed to have beneficial
ownership of 8,262,696 Common Shares, which represent approximately 49.49% of
the Common Shares outstanding, the Common Shares held by DelStaff it has agreed
to vote in favor of the Merger in accordance with the Purchase
Agreement.
(b) The Sorensen Trust, Mr. Sorensen
and Mrs. Sorensen have the shared power to vote or direct the vote of, and to
dispose or direct the disposition of, the 2,032,903 Common Shares beneficially
owned by them. With respect to the
8,262,696 Common Shares
held by DelStaff, the Reporting Persons are not entitled to any rights of a
stockholder of the Issuer, and none of the Reporting Persons has (i) sole power
to vote or direct the vote of or (ii) sole or shared power to dispose or direct
the disposition of such Common Shares. Each of the Reporting Persons
expressly disclaims any beneficial ownership of any of the Common Shares held by
DelStaff. Other than as set forth above, neither any Reporting Person
nor any subsidiary of any Reporting Person, nor, to the knowledge of any
Reporting Person, any of the individuals referred to in Schedule I, beneficially
owns any Class A Common Stock as to which it has the sole or shared power to
vote or to direct the vote or has the sole or shared power to dispose or to
direct the disposition of such shares.
Item
6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
There
is no change to Item 6 of the Original Schedule 13D.
Item
7. Material to be Filed as Exhibits
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99.1.
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Joint
Filing Agreement, dated January 30, 2009, by and among the Sorensen Trust,
D. Stephen Sorensen, Shannon P. Sorensen and Koosharem
Corporation.
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99.2.
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Agreement
and Plan of Merger, dated as of January 28, 2009, by and among Koosharem
Corporation, Select merger Sub Inc. and Westaff,
Inc.
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99.3
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Stock
& Note Purchase Agreement, dated as of January 28, 2009, by and
between Koosharem Corporation and DelStaff,
LLC.
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated
as of February 2, 2009
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SORENSEN
TRUST
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By:
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/s/
D. Stephen Sorensen
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D.
Stephen Sorensen
Trustee
/s/
Shannon P. Sorensen
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Shannon
P. Sorensen
Trustee
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/s/
D. Stephen Sorensen
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D.
STEPHEN SORENSEN
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/s/
Shannon P. Sorensen
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SHANNON
P. SORENSEN
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KOOSHAREM
CORPORATION
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By:
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/s/
D. Stephen Sorensen
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D.
Stephen Sorensen
Chief
Executive Officer
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Schedule
I
The
name and present principal occupation of each of the executive officers and
directors of Koosharem Corporation are set forth below. Except for
Herb Biggers, each of these persons is a United States citizen and has as its
business address 3820 State Street, Santa Barbara, California
93105. Herb Biggers is a United States citizen and has as his
business address 7924 Ivanhoe Avenue, #11, La Jolla, California
92037.
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Name
|
Position
with Reporting Person
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Principal
Occupation
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D.
Stephen Sorensen
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Chairman
of the Board of Directors and Chief Executive Officer
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Chairman
of the Board of Directors and Chief Executive Officer
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Shannon
P. Sorensen
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Member
of the Board of Directors
|
Member
of the Board of Directors
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Herb
Biggers
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Member
of the Board of Directors
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Chairman
of H2O Capital LLC
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Paul
J. Sorensen
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President
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President
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Stephen
M. Biersmith
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Vice
President and General Counsel
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Vice
President and General Counsel
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Jeff
Mitchell
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Chief
Financial Officer
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Chief
Financial Officer
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