sc13d.htm
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C.
20549
Under the Securities Exchange Act of
1934
GENERAL
EMPLOYMENT ENTERPRISES, INC.
(Name of
Issuer)
Common
Stock, No Par Value
(Title of
Class of Securities)
224051102
(CUSIP
Number)
Stephen
Pence
Hurstbourne
Place, Suite 1205
9300
Shelbyville Road
Louisville,
KY 40222
Tel:
(502) 736-6200
Fax:
(502) 736-6205
Copies
to:
Gregory
Bartko, Esq.
Law
Office of Gregory Bartko, LLC
3475
Lenox Road, Suite 400
Atlanta,
Georgia 30326
Fax:
(866) 342-4092
(Name,
Address and Telephone Number of Persons Authorized to
Receive
Notice and Communications)
March 30,
2009
(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 which is the subject of this Schedule 13D, and is filing
this schedule because of §§240.13d-1(e), 240,13d-1(f) or 240.13d-1(g), check the
following box. o
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties to whom copies are to
be sent.
* 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 (“Exchange 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).
Persons who respond to the collection
of information contained in this form are not required to respond unless the
form displays a currently valid OMB control number.
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CUSIP
No.
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224051102
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1
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NAMES
OF REPORTING PERSONS:
PSQ,
LLC
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
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32-0277127
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
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(a) o
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(b) o
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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):
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Reporting
Person is an investment fund formed and capitalized for the purpose of
acquiring shares of the Issuer’s common stock.
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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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o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION:
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PSQ,
LLC is a Kentucky limited liability company.
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7
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SOLE
VOTING POWER:
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NUMBER
OF
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7,700,000
shares of Common Stock subject to the terms and conditions of an
Securities Purchase Agreement dated as of March 30, 2009 between PSQ, LLC
and the Issuer.
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SHARES
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SHARED
VOTING POWER:
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BENEFICIALLY
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7,700,000
shares of Common Stock subject to the terms and conditions of an
Securities Purchase Agreement dated as of March 30, 2009 between PSQ, LLC
and the Issuer.
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EACH
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SOLE
DISPOSITIVE POWERS:
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REPORTING
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PERSON
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7,700,000
shares of Common Stock subject to the terms and conditions of an
Securities Purchase Agreement dated as of March 30, 2009 between PSQ, LLC
and the Issuer.
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WITH
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10
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SHARES
DISPOSITIVE POWER:
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7,700,000
shares of Common Stock subject to the terms and conditions of an
Securities Purchase Agreement dated as of March 30, 2009 between PSQ, LLC
and the Issuer.
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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PSQ,
LLC, as the reporting person is a single member limited liability company
that is the beneficial owner of the Issuer’s shares, subject to the terms
and conditions of the March 30, 2009 Securities Purchase
Agreement.
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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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o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
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60%
of the total outstanding shares of the Issuer’s common stock, subject to
closing of the March 30, 2009 Securities Purchase
Agreement
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14
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
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Limited
liability company
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CUSIP
No.
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224051102
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1
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NAMES
OF REPORTING PERSONS:
PSQ,
LLC
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
32-0277127
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
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(a) o
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(b) o
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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):
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Funds
under management held by PSQ, LLC
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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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o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION:
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Kentucky
limited liability company
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7
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SOLE
VOTING POWER:
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NUMBER
OF
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7,700,000
shares of Common Stock
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SHARES
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SHARED
VOTING POWER:
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BENEFICIALLY
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OWNED
BY
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Not
Applicable
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EACH
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SOLE
DISPOSITIVE POWERS:
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REPORTING
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PERSON
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7,700,000
shares of Common Stock
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WITH
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SHARED
DISPOSITIVE POWER:
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Not
Applicable
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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7,700,000
shares of Common Stock
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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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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
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60%
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14
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
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Limited
liability company
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Item 1: Security and
Issuer.
This
statement relates to the common stock, no par value per share (“Common Stock”),
to be issued by General Employment Enterprises, Inc. (the “Company” or the
“Issuer”) whose principal executive offices are located at One Tower Lane, Suite
2200, Oakbrook, Terrace, Illinois 60181.
Item 2: Identity and
Background.
(a)
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The
name of the person filing this statement is Stephen Pence
(“Mr. Pence”), on behalf of PSQ, LLC.
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(b)
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The
business address of Mr. Pence is Hurstbourne Place, Suite 1205 9300
Shelbyville Road Louisville, KY 40222.
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(c)
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The
principal occupation of Mr. Pence is sole managing member of PSQ,
LLC. The principal business of PSQ, LLC is Hurstbourne Place, Suite 1205
9300 Shelbyville Road Louisville, KY 40222.
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(d)
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During
the last five years, Mr. Pence has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)
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(e)
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During
the last five years, Mr. Pence has not been 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.
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(f)
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Mr. Pence
is a United States citizen.
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PSQ, LLC
(“PSQ”)
PSQ
is a limited liability company formed under the laws of the State of Kentucky.
Mr. Pence is the sole managing member and sole controlling person of PSQ.
PSQ has not been convicted in a criminal proceeding or been 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.
Item 3. Source and Amount of
Funds or Other Consideration.
The
acquisition of the Issuer’s Common Stock by PSQ is subject to a Securities
Purchase and Tender Offer Agreement dated as of March 30, 2009 between PSQ as
acquirer and the Issuer. The total consideration agreed upon for the purchase of
the 7,700,000 shares of Common Stock is $1,925,000, or $.25 per share. PSQ’s
source of funds for this acquisition of Common Stock will be from funds under
management at PSQ.
Item 4. Purpose of
Transaction.
The
purpose of the acquisition of Common Stock by PSQ of the Company is to acquire
control of the Company through the purchase of approximately 60% of the
outstanding shares of Common Stock of the Company in a privately negotiated
transaction which was approved by the Company’s Board of Directors. In addition
to acquiring a controlling block of Common Stock of the Company, PSQ has also
agreed to conduct a tender offer of no more than 2,500,000 additional
outstanding shares of the Company’s Common Stock at $.60 per share. The
acquisition of the Common Stock that is the subject of the Securities Purchase
and Tender Offer Agreement dated March 30, 2009 is to consummate both the
purchase and sale of the 7,700,000 shares of Common Stock disclosed in this Form
13-D and acquire a maximum of 2,500,000 additional shares of the Company’s
outstanding Common Stock through a tender offer. PSQ intends to beneficially
hold the shares of Common Stock described herein for investment purposes. PSQ
may make additional purchases for investment purposes from time to time, through
additional purchases by PSQ or directly through other means. In addition,
Mr. Pence intends to become the chairman of the board of directors of the
Company upon the consummation of the transactions described in the Securities
Purchase and Tender Offer Agreement and may continue to participate in incentive
programs available to non-management directors. As a director, Mr. Pence
will have a continuing role in the governance of the Company, and in this role
he may in the future make proposals or offer input on proposals with respect to
the matters set forth in (a) through (j) of Item 4 of
Schedule 13D. PSQ would support Mr. Pence in any such proposals or
make proposals of its own.
Except
as set forth above neither PSQ nor Mr. Pence has any current plans or
proposals with respect to any of the matters set forth in paragraphs
(a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities
of the Issuer.
(a)
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Neither
Mr. Pence, nor PSQ, nor any other person affiliated with PSQ have any
ownership interest in the Common Stock of the Company, except those rights
associated with the Securities Purchase and Tender Offer Agreement dated
as of March 30, 2009.
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(b)
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Not
applicable
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(c)
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Not
applicable
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(d)
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Not
applicable
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(e)
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Not
applicable
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Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the
Issuer.
Other
than as described in Items 3, 4 and 5, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between Mr. Pence and
PSQ and any person with respect to any securities of the Company, including, but
not limited to, the transfer or voting of any of the securities, finder’s fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies or
any pledge or contingency, the occurrence of which would give another person
voting or investment power over the securities of the Company.
Item 7. Material to be filed as
Exhibits.
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.
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Dated:
April 9, 2009
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By:
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/s/ Stephen
Pence |
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Stephen
Pence |
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Sole
Managing Member of PSQ, LLC
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