UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
GENERAL EMPLOYMENT ENTERPRISES, INC.
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(Exact name of registrant as specified in its charter)
Illinois 36-6097429
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
One Tower Lane, Suite 2200, Oakbrook Terrace, Illinois 60181
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d), please check the following box.
[ ]
Securities Act registration statement file number to which this
form relates: N.A.
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Securities to be registered pursuant to Section 12(b) of the Act:
Title Of Each Class Name Of Each Exchange On
To Be So Registered Which Each Class Is To Be Registered
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Common Stock Purchase Rights NYSE AMEX
Securities to be registered pursuant to Section 12(g) of the Act:
None
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On March 30, 2009, General Employment Enterprises, Inc. (the
"Company") entered into Amendment No. 1 (the "Amendment"), dated as of
March 30, 2009, to the Rights Agreement, dated as of February 4, 2000
(the "Rights Agreement"), between the Company and the Continental
Transfer & Trust Company, as rights agent. The Amendment:
* made the provisions of the Rights Agreement inapplicable to
the transactions contemplated by the Securities Purchase and
Tender Offer Agreement, dated as of March 30, 2009 (the
"Purchase Agreement"), by and between the Company and PSQ,
LLC, a Kentucky limited liability company ("PSQ");
* effective upon the consummation of the transactions
contemplated by the Purchase Agreement, allows PSQ and its
affiliated entities to hold an unlimited amount of the
outstanding capital stock of the Company without being
treated as an "Acquiring Person" under the Rights Agreement;
and
* effective upon the consummation of the transactions
contemplated by the Purchase Agreement, removes the
exception (the "Imhoff Exception") previously included in
the Rights Agreement whereby the family of and entities
associated with Herbert F. Imhoff, Sr. are allowed to hold
up to 38% of the outstanding capital stock of the Company
without being treated as an "Acquiring Person" under the
Rights Agreement.
The foregoing description of the Amendment is qualified in its
entirety by reference to the full text of the Amendment, which is
attached as an exhibit hereto and incorporated herein by reference.
Copies of the Rights Agreement and the related Summary of Rights,
which is attached as Exhibit B to the Rights Agreement, are available
free of charge from the Company.
ITEM 2. EXHIBITS.
The following exhibit is filed as a part of this Registration
Statement:
EXHIBIT NO. DESCRIPTION
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4.1 Amendment No. 1 to Rights Agreement, dated as of March
30, 2009, by and between General Employment
Enterprises, Inc. and Continental Transfer & Trust
Company, as Rights Agent.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
Dated: March 30, 2009
GENERAL EMPLOYMENT ENTERPRISES,
INC.
By: /s/ Kent M. Yauch
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Name: Kent M. Yauch
Title: Vice President, Chief
Financial Officer and
Treasurer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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4.1 Amendment No. 1 to Rights Agreement, dated as of March
30, 2009, by and between General Employment
Enterprises, Inc. and Continental Transfer & Trust
Company, as Rights Agent.