Filing Details

 

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

 

Amendment No. 1 to

 

SCHEDULE 13D
(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

COMMAND CENTER, INC.

(Name of Issuer)

 

Common Stock, $0.001 par value per share
(Title of Class of Securities)

 

200497204
(CUSIP Number)

 

Richard Hermanns

111 Springhall Drive

Goose Creek, SC 29445

(843) 723-7400

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

July 15, 2019
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

 

 

CUSIP No. 200497204

1	Names of Reporting Persons   Richard Hermanns
2	Check the Appropriate Box if a Member of a Group		(a) ☐ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions)   OO
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)		☐
6	Citizenship or Place of Organization   United States
Number Of Shares Beneficially Owned By Each Reporting Person With	7	Sole Voting Power   5,647,050
	8	Shared Voting Power   0
	9	Sole Dispositive Power   5,647,050
	10	Shared Dispositive Power   0
11	Aggregate Amount Beneficially Owned by Each Reporting Person   5,647,050
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares		☐
13	Percent of Class Represented by Amount in Row (11)   39.0% (1)
14	Type of Reporting Person   IN

 

(1)

Calculated based on 14,466,667 shares of common stock of the Issuer outstanding as of July 15, 2019, as the sum of (a) 4,629,331 shares outstanding prior to the Merger described below (as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the SEC on June 18, 2019) and (b) 9,837,336 shares issued in connection with the Merger described below (as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on July 17, 2019), but not taking into account the results of the Tender Offer described below, which is scheduled to expire on July 25, 2019. Following completion of the Tender Offer, and assuming the Tender Offer is fully subscribed, the percentage ownership of the Issuer’s shares beneficially owned by Mr. Hermanns would increase to 43.6%.

  

 

CUSIP No. 200497204

1	Names of Reporting Persons   Command Florida, LLC, as successor by merger to Hire Quest Holdings, LLC
2	Check the Appropriate Box if a Member of a Group		(a) ☐ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions)   Not applicable
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)		☐
6	Citizenship or Place of Organization   Florida
Number Of Shares Beneficially Owned By Each Reporting Person With	7	Sole Voting Power   0
	8	Shared Voting Power   0
	9	Sole Dispositive Power   0
	10	Shared Dispositive Power   0
11	Aggregate Amount Beneficially Owned by Each Reporting Person   0
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares		☐
13	Percent of Class Represented by Amount in Row (11)   0.0%
14	Type of Reporting Person   OO (Limited Liability Company)

 

 

CUSIP No. 200497204

1	Names of Reporting Persons   John McAnnar
2	Check the Appropriate Box if a Member of a Group		(a) ☐ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions)   Not applicable
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)		☐
6	Citizenship or Place of Organization   United States
Number Of Shares Beneficially Owned By Each Reporting Person With	7	Sole Voting Power   0
	8	Shared Voting Power   0
	9	Sole Dispositive Power   0
	10	Shared Dispositive Power   0
11	Aggregate Amount Beneficially Owned by Each Reporting Person   0
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares		☐
13	Percent of Class Represented by Amount in Row (11)   0.0%
14	Type of Reporting Person   IN

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 (the “Amendment”) to Schedule 13D amends and supplements the Schedule 13D filed by the Reporting Persons (as defined below) on April 18, 2019 (the “Schedule 13D”). Capitalized terms used but not defined herein have the meaning ascribed to them in the Schedule 13D. This Amendment is intended to reflect (1) with respect to Richard Hermanns, John McAnnar and Command Florida, LLC, as successor by merger to Hire Quest Holdings, LLC, the expiration of the Voting Agreements in accordance with their respective terms on July 15, 2019, and (2) with respect to Richard Hermanns, the acquisition of shares of common stock, $0.001 par value per share (the “Shares”), of Command Center, Inc., a Washington corporation (the “Issuer”) in accordance with the terms of the Merger Agreement.

 

Item 1. Security and Issuer

 

This Amendment relates to Shares of the Issuer. The address of the principal executive offices of the Issuer is 3609 S. Wadsworth Blvd., Suite 250, Lakewood, Colorado 80235.

 

Item 2. Identity and Background

 

This Amendment is being filed by Richard Hermanns, the President and Chief Executive Officer of the Issuer, Command Florida, LLC, as successor by merger to Hire Quest Holdings, LLC, a Florida limited liability company (“Hire Quest”) and John McAnnar, the Vice President, General Counsel and Secretary of the Issuer (collectively, the “Reporting Persons”). Hire Quest provides back-office support to temporary staffing companies. The business address of the Reporting Persons is 111 Springhall Drive, Goose Creek, South Carolina 29445.

 

During the last five years, none of the Reporting Persons 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 such proceeding 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 any violation with respect to such laws.

 

Hire Quest is a Florida limited liability company. Messrs. Hermanns and McAnnar are United States citizens.

 

Item 3. Source and Amount of Funds or Other Consideration

 

The 5,647,050 Shares beneficially owned by Mr. Hermanns were issued to him in exchange for his membership interests in Hire Quest pursuant to the Agreement and Plan of Merger dated April 8, 2019 (the “Merger Agreement”) among the Issuer, Hire Quest and the other parties thereto, pursuant to which Hire Quest became a wholly-owned subsidiary of the Issuer.

 

 

Item 4. Purpose of Transaction

 

Pursuant to the Merger Agreement, upon the closing of the merger contemplated therein (the “Merger”), all membership interests in Hire Quest were converted into the right to receive an aggregate of 9,837,336 Shares of the Issuer. At the closing of the Merger on July 15, 2019 (the “Closing”), the Merger was consummated and Mr. Hermanns was issued 5,647,050 Shares in exchange for his membership interests in Hire Quest. On that same date, Mr. Hermanns was appointed as President and Chief Executive Officer of the Issuer and as a member of the Issuer’s board of directors.

 

In connection with the Merger, the Issuer commenced an issuer tender offer to purchase up to 1,500,000 shares of its common stock at a share price of $6.00 per share (the “Tender Offer”). Following completion of the Tender Offer, and assuming the Tender Offer is fully subscribed, the percentage of the Shares beneficially owned by Mr. Hermanns would be 43.6%.

 

The foregoing description of the Merger Agreement does not purport to be complete. References to the Merger Agreement throughout this Amendment are qualified in their entirety by reference to the Merger Agreement, which is incorporated by reference as specified below.

 

In accordance with the terms of the Voting Agreements, such Voting Agreements expired at the Closing and the Shares shown as beneficially held by the Reporting Persons on the Schedule 13D are no longer deemed beneficially held by such persons as of immediately following the Closing.

 

The foregoing description of the Voting Agreements does not purport to be complete. References to the Voting Agreements throughout this Amendment are qualified in their entirety by reference to the form of Voting Agreement, which is incorporated by reference as specified below.

 

Item 5. Interest in Securities of the Issuer

 

(a) and (b) Mr. Hermanns beneficially owns and has sole voting and dispositive power with respect to 5,647,050 Shares, representing 39.0% of the outstanding Shares. Following completion of the Tender Offer, and assuming the Tender Offer is fully subscribed, the percentage of the Shares beneficially owned by Mr. Hermanns would be 43.6%. Hire Quest and Mr. McAnnar beneficially own no Shares as of the date hereof, nor are they deemed to beneficially own any Shares.

 

(c)       Other than as described in this Amendment, none of the Reporting Persons have effected any transaction in Shares during the past 60 days.

 

(d)       To the knowledge of Mr. Hermanns, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by Mr. Hermanns.

 

 

(e)       As a result of the expiration of the Voting Agreements, both Hire Quest and Mr. McAnnar ceased to be the beneficial owners of more than five percent of the outstanding Shares as of the Closing Date.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

 

Pursuant to the Merger Agreement, the Issuer was obligated to appoint four directors selected by Hire Quest to its board of directors, which included Mr. Hermanns, and three of the Issuer’s directors prior to the Merger remained on the board of directors following the Closing (the “Company Directors”). The Merger Agreement provides that, of the Company Directors, one will remain on the Board until the 2022 annual shareholder meeting, the second will remain on the Board until the 2021 annual shareholder meeting, and the third will remain on the Board until the 2020 annual shareholder meeting. The other information required to be disclosed in this Item is incorporated by reference to Items 4 and 5 of this Amendment.

 

Item 7. Material to be Filed as Exhibits

 

Exhibit 1

Joint Filing Agreement among Hire Quest Holdings, LLC, Richard Hermanns, and John McAnnar, incorporated by reference to Exhibit 1 to the Schedule 13D filed by the Reporting Persons on April 18, 2019.

 

Exhibit 2

Agreement and Plan of Merger, dated as of April 8, 2019, by and among Command Center, Inc., Hire Quest Holdings, LLC, CCNI One, Inc., Command Florida, LLC and Richard Hermanns, incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed on April 9, 2019.

 

Exhibit 3

Form of Voting Agreement by and among Hire Quest Holdings, LLC, Command Center, Inc. and the shareholder of Command Center, Inc. signatory thereto, incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on April 9, 2019.

 

 

SIGNATURES

 

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: July 25, 2019

 

	/s/ Richard Hermanns
	Richard Hermanns
	COMMAND FLORIDA, LLC
	By:  /s/ Richard Hermanns
	Name: Richard Hermanns
	Title: President and Chief Executive Officer
	/s/ John McAnnar
	John McAnnar