UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): June 18, 2009
SPAR Group, Inc. |
(Exact Name of Registrant as Specified in Charter) |
Delaware (State or Other Jurisdiction |
0-27824 |
33-0684451 |
560 White Plains Road, Suite 210, Tarrytown, New York |
10591 |
(Address of Principal Executive Offices) |
(Zip Code) |
Registrant's telephone number, including area code: (914) 332-4100
(Former Name or Former Address, if Changed Since Last Report) |
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. |
Other Events |
Press Release Announces Engagement of Investment Banker to Assist with Growth Initiatives
SPAR Group, Inc. (the "Registrant"), on June 18, 2009, issued the press release attached hereto as Exhibit 99.1 (the "Press Release"), which is hereby incorporated by reference into this Current Report on Form 8-K (this "Report"). The Press Release announced the Registrant's engagement of the investment banking firm of Jesup & Lamont, Inc. ("J&L"), to assist the Registrant with growth initiatives, including, but not limited to, identifying acquisition or merger candidates on a global basis, raising capital and related activities, as more fully described in such Press Release.
Statements contained in this Report and in the Press Release include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act", and together with the Securities Act, the "Securities Laws"). There can be no assurance that J&L and the Registrant will be able to identify any acquisition or merger candidates or capital sources, that such candidates or capital sources will be available and its cost will be attractive to the Registrant, or that the Registrant will be able to successfully finance such an acquisition or merger or successfully integrate the resulting additional business. Such acquisitions and mergers also are subject to a number of post closing risks. See "Inability to Identify, Acquire and Successfully Integrate Acquisitions" and the other risk factors in "Certain Risk Factors" (each a "Risk Factor") and the other cautionary statements ("Cautionary Statements") identified in the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2008, as filed with the Securities and Exchange Commission (the "SEC") on April 15, 2009 (the "Registrant's 2008 Annual Report"). All forward-looking statements attributable to the Registrant or persons acting on its behalf are expressly qualified by the Risk Factors and other Cautionary Statements, which are incorporated by reference into this Report. Although the Registrant believes that its goals, plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, the Registrant cannot assure that such goals, plans, intentions or expectations will be achieved in whole or in part, that it has identified all potential risks or that it can successfully avoid or mitigate such risks in whole or in part. The Registrant undertakes no obligation to publicly update or revise any forward-looking statements, or any Risk Factors or other Cautionary Statements, whether as a result of new information, future events or otherwise, except as required by law.
To the greatest extent permitted under applicable Securities Laws, the information in Item 8.01 of this Report, including Exhibit 99.1: shall not be deemed to be "filed" for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section; and shall not be deemed incorporated by reference in any filing under any Securities Laws, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. |
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Financial Statements and Exhibits. |
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(a) |
Exhibits: |
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99.1 |
Press Release of the Registrant dated June 18, 2009 (attached hereto). |
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.
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SPAR Group, Inc. |
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Date: June 18, 2009 |
By: |
/s/ James R. Segreto | |
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James R. Segreto |
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Chief Financial Officer |
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EXHIBIT INDEX
Exhibit Number |
Description |
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10.1 |
Press Release of the Registrant dated June 18, 2009 (attached hereto).
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NEWS RELEASE |
CONTACTS: |
James R. Segreto Chief Financial Officer SPAR Group, Inc. (914) 332-4100 |
Roger S. Pondel |
SPAR GROUP ENGAGES INVESTMENT BANKING FIRM
JESUP & LAMONT TO ASSIST WITH GROWTH INITIATIVES
TARRYTOWN, NY—June 18, 2009—SPAR Group, Inc. (NASDAQ:SGRP), a leading domestic and international supplier of merchandising and other marketing services, today announced it has engaged investment banking firm Jesup & Lamont, Inc. to assist it with growth initiatives, including, but not limited to, identifying acquisition or merger candidates on a global basis, raising capital and related activities
“Particularly in today’s economic environment, there are numerous opportunities on a global basis to expand our business through the creation of synergistic relationships or business combinations,” said Gary Raymond, SPAR Group’s president and chief executive officer. “We will look to our investment banker to help facilitate potential transactions that we or they identify, including providing access to additional capital, as we seek opportunities that will enhance our growth and shareholder value.”
During recessionary periods and as business conditions begin to stabilize on a worldwide basis, Raymond said it may be an opportune time for SPAR Group to explore expansion opportunities, as the retail companies it serves typically seek new solutions to cost-effectively improve their performance and enhance efficiencies.
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About SPAR Group
SPAR Group, Inc. is a diversified international marketing services company, providing a broad array of services to help companies improve their sales, operating efficiency and profits at retail worldwide. The company provides in-store merchandising, in-store event staffing, RFID and other technology, as well as research, to manufacturers and retailers covering all product classifications and all classes of trade, including mass market, drug store, convenience store and grocery chains. The company operates throughout the United States and internationally in Japan, Canada, Turkey, South Africa, India, Romania, China, Lithuania, Latvia, Estonia, Australia and New Zealand. For more information, visit SPAR Group’s Web site, www.sparinc.com.
About Jesup & Lamont
Established in 1877, Jesup & Lamont offers comprehensive investment banking services, publishes proprietary research and provides full service broker-dealer services through approximately 200 registered representatives in its primary offices in New York, San Francisco, Boston, Boca Raton, Fort Lauderdale and Orlando, as well as its independent offices nationwide.
Certain statements in this news release are forward-looking, including, but not limited to, identifying and consummating a transaction as a result of engaging an investment banker. The company’s actual results, performance and trends could differ materially from those indicated or implied by such statements as a result of various factors, including (without limitation), the continued strengthening of SPAR Group’s selling and marketing functions, continued customer satisfaction and contract renewal, new product development, continued availability of capable dedicated personnel, continued cost management,the success of its international efforts, success and availability of acquisitions, availability of financing and other factors, as well as by factors applicable to most companies such as general economic, competitive and other business and civil conditions. Information regarding certain of these and other factors that could affect future results, performance or trends are discussed in SPAR Group’s annual report on Form 10-K , quarterly reports on Form 10-Q, and other filings made with the Securities and Exchange Commission from time to time.
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