Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATMENTS FILED
PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13D-2(A)
(AMENDMENT NO. 2)
General Employment Enterprises, Inc.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
Common Stock, No Par Value
(Title of Class of Securities)
224051102
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(CUSIP Number)
Gregory L. Skaggs
370 Claggett Road
Leitchfield, KY 42754
502-410-6920
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 12, 2011
(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 [ ].
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
---------------------
1 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 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).
CUSIP No. 224051102
1 NAME OF REPORTING PERSONS
Gregory L. Skaggs
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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 BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) - 0 -
14 TYPE OF REPORTING PERSON IN
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CUSIP No. 224051102
The following constitutes Amendment No. 2 ("Amendment No. 2") to the
Schedule 13D filed by the undersigned. This Amendment No. 2 amends
the Schedule 13D as specifically set forth. The primary purpose of
amending the Schedule 13D is to reflect a change in ownership of
PSQ, LLC that occurred as a result of the sale by the reporting
person of all of his membership interests in PSQ, LLC to Trinity HR
Services, LLC. As a result, the reporting person no longer
beneficially owns the Shares of GEE owned directly by PSQ.
Item 2. Identity and Background.
Item 2 is hereby amended to add the following:
On December 12, 2011, the reporting person sold all of the
membership interests in PSQ to Trinity HR Services, LLC, a Delaware
limited liability company.
Item 5. Interest in Securities of the Issuer.
Items 5(a)-(d) are hereby amended and restated as follows:
As of December 12, 2011, the reporting person no longer beneficially
owns any Shares of GEE.
Item 7. Exhibits
Interest Purchase Agreement
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief
the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: December 22, 2011
/s/ Gregory L. Skaggs
----------------------
GREGORY L. SKAGGS
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Exhibit
INTEREST PURCHASE AGREEMENT
This Interest Purchase Agreement (the "Agreement") is
made as of December 12, 2011, by and between Gregory L. Skaggs
("Seller") and Trinity HR Services, LLC ("Buyer").
ARTICLE 1.
SALE AND TRANSFER OF INTEREST
1.1 Interest. Seller hereby sells and transfers his 100%
membership interest (the "Interest") in PSQ, LLC (the
"Company") to Buyer, and Buyer purchases the Interest from
Seller, free and clear of all liens and encumbrances on
the Interest.
1.2 Purchase Price. The Purchase Price for the Interest shall
be $500,000, $164,000 of which Seller acknowledges prior
receipt of, two payments of $61,000 each on the date hereof,
December 12, 2011 and January 12, 2012, and 9 monthly
payments on the 12th day of each month commencing February
12, 2012 and ending October 12, 2012, 2012 in the amount of
$23,778.
ARTICLE 2. REPRESENTATIONS AND WARRANTIES OF SELLER
As a inducement to Buyer to enter into this Agreement, Seller
hereby represents and warrants to Buyer as follows (except as set
forth in Schedule 2 delivered to Buyer in connection herewith):
2.1 Authority; No Conflict or Default.
(a) This Agreement constitutes the legal, valid and binding
obligation of Seller, enforceable against Seller in
accordance with its terms, and Seller has the absolute and
unrestricted right, power, authority, and capacity to
execute and deliver this Agreement and to perform his
obligations under this Agreement.
(b) Neither the execution and delivery of this Agreement
nor the consummation or performance hereof will, directly
or indirectly: (i) contravene, conflict with, or result
in a violation of (A) any provision of the organizational
documents of the Company, or (B) any resolution adopted by
the members of the Company; or (ii) contravene, conflict
with, or result in a violation of, or give any governmental
body or other person the right to challenge any of the
transactions contemplated hereby or to exercise any
remedy or obtain any relief under, any legal requirement
or any order to which Company or Seller may be subject.
2.2 Required Consents. Seller is not, nor will it be required
to, give any notice to or obtain any consent from any
person in connection with the execution and delivery of
this Agreement or the consummation or performance of any
of the transactions contemplated hereby.
2.3 Title to Interest. Seller owns the Interest free and clear
of all encumbrances.
2.4 Brokers or Finders. Seller has incurred no liability for
brokerage or finders' fees or agents' commissions or
other similar payment in connection with this Agreement.
2.5 Investments. Seller represents and warrants that Company's
sole liabilities are those set forth in Schedule 3.5 and
that Company's sole assets are 9,325,281 shares of common
stock of General Employment Enterprises, Inc.
2.6 Disclosure. No representation or warranty of Seller in this
Agreement or any certificate delivered pursuant hereto
or otherwise in connection with the transactions
contemplated hereby omits to state a material fact necessary
to make the statements herein or therein, in light of the
circumstances in which they were made, not misleading. There
is no fact known to Seller that has specific application
to the Company or its investments that materially adversely
affects or, as far as Seller can reasonably foresee,
materially threatens, the assets, business, prospects,
financial condition, or results of operations of the Company
that has not been set forth in this Agreement.
ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF BUYER
As an inducement to Seller to enter into this Agreement
and to consummate the transaction contemplated hereby, Buyer hereby
represents and warrants to Seller, as of the date hereof and
as of the Closing Date, as follows:
3.1 Organization and Good Standing. Buyer is a limited
liability company, validly existing under the laws of the
State of Delaware.
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3.2 Authority; No Conflict.
(a) Enforceability. This Agreement constitutes the legal,
valid, and binding obligation of Buyer, enforceable
against Buyer in accordance with its terms. Upon the
execution and delivery by Buyer of this Agreement, this
Agreement will constitute the legal, valid, and binding
obligations of Buyer, enforceable against Buyer in
accordance with its respective terms. Buyer has the absolute
and unrestricted right, ower, and authority to execute
and deliver this Agreement and to perform its obligations
under this Agreement.
(b) No Conflict. Neither the execution and delivery of this
Agreement by Buyer nor the consummation or performance of
any of the transactions contemplated hereby by Buyer will
give any person the right to prevent, delay, or otherwise
interfere with any of the transactions contemplated hereby
pursuant to: any provision of Buyer's organizational
documents; any legal requirement or order to which Buyer
may be subject; or any contract to which Buyer is a party or
by which Buyer may be bound.
3.3 Consents. Buyer is not and will not be required to obtain
any consent from any Person in connection with the execution
and delivery of this Agreement or the consummation or
performance of any of its obligations hereunder.
3.4 Brokers or Finders. Buyer has incurred no liability for
brokerage or finders' fees or agents' commissions or other
similar payment in connection with this Agreement.
ARTICLE 4. GENERAL PROVISIONS
4.1 Binding Agreement; Assignment. This Agreement and the right
of the parties hereunder shall be binding upon and inure
to the benefit of the parties hereto and their respective
successors, assigns, heirs, estates and legal
representatives. This Agreement may be assigned, provided
the assignee enters into such agreements as may be
reasonably requested by the other party hereto to
substitute itself for the party from which it receives such
assignment.
4.2 Counterparts. This Agreement may be executed in two
or more counterparts, each of which shall be deemed
an original and all of which together shall constitute one
and the same instrument. Receipt of telecopied or scanned
and emailed signature pages shall have the same legal effect
as the receipt of original signature pages.
4.3 Expenses. The parties hereto will each pay their own
attorneys and accountant fees, expenses and disbursements
in connection with the negotiation and preparation of this
Agreement and all other costs and expenses incurred in
performing and complying with all conditions to be performed
under this Agreement.
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4.4 Further Assurances. Upon reasonable request from time to
time, the parties hereto will deliver and/or execute such
further instruments as are necessary or appropriate to the
consummation of the transactions contemplated by this
Agreement.
5.6 No Third-Party Beneficiaries. This Agreement is not intended,
and shall not be deemed, to confer upon or give any
Person except the parties hereto and their respective
successors and assigns any remedy, claim, liability,
reimbursement, cause of action or other right under or by
reason of this Agreement.
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first set forth above.
SELLER:
/s/ Gregory L. Skaggs
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Gregory L. Skaggs
BUYER:
TRINITY HR SERVICES, LLC
By: /s/ Brandon Simmons
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Brandon Simmons
Manager
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