- Amended Statement of Beneficial Ownership (SC 13D/A)
29 Dezember 2008 - 11:15PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)
WESTAFF,
INC.
(Name
of Issuer)
Common
Shares, par value $0.01 per share
(Title
of Class of Securities)
957070105
(CUSIP
Number)
Sorensen
Trust
D.
Stephen Sorensen
3820
State Street
Santa
Barbara, CA 93105
(805)
882-2200
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
With
a copy to:
Robert
B. Pincus, Esq.
Skadden,
Arps, Slate, Meagher & Flom LLP
One
Rodney Square
P.O.
Box 636
Wilmington,
DE 19899-0636
(302)
651-3000
December
23, 2008
(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 §§240.13d-1(c), 240.13d-1(f) or 240.13d-1(g), check the
following box.
o
* 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
("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).
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CUSIP
No. 032681108
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|
|
1
|
Name
of Reporting Persons
Sorensen
Trust
|
|
2
|
Check
The Appropriate Box if a Member of a Group
|
|
(See
Instructions)
|
(a)
o
|
|
(b)
o
|
|
3
|
SEC
Use Only
|
|
4
|
Source
of Funds (See Instructions)
PF
|
|
5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
o
|
|
6
|
Citizenship
or Place of Organization
California
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7
|
Sole
Voting Power
|
|
8
|
Shared
Voting Power
2,032,903
|
|
9
|
Sole
Dispositive Power
|
|
10
|
Shared
Dispositive Power
2,032,903
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,032,903
|
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
12.18%
|
|
14
|
Type
of Reporting Person (See Instructions)
OO
|
|
CUSIP
No. 032681108
|
|
|
1
|
Name
of Reporting Persons
D.
Stephen Sorensen
|
|
2
|
Check
The Appropriate Box if a Member of a Group
|
|
(See
Instructions)
|
(a)
o
|
|
(
b)
o
|
|
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)
o
|
|
6
|
Citizenship
or Place of Organization
United
States of America
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7
|
Sole
Voting Power
|
|
8
|
Shared
Voting Power
2,032,903
|
|
9
|
Sole
Dispositive Power
|
|
10
|
Shared
Dispositive Power
2,032,903
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,032,903
|
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
12.18%
|
|
14
|
Type
of Reporting Person (See Instructions)
IN
|
|
CUSIP
No. 032681108
|
|
|
1
|
Name
of Reporting Persons
Shannon
P. Sorensen
|
|
2
|
Check
The Appropriate Box if a Member of a Group
|
|
(See
Instructions)
|
(a)
o
|
|
(b)
o
|
|
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)
o
|
|
6
|
Citizenship
or Place of Organization
United
States of America
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7
|
Sole
Voting Power
|
|
8
|
Shared
Voting Power
2,032,903
|
|
9
|
Sole
Dispositive Power
|
|
10
|
Shared
Dispositive Power
2,032,903
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,032,903
|
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
12.18%
|
|
14
|
Type
of Reporting Person (See Instructions)
IN
|
Explanatory
Note
Pursuant to Rule 13d-2 promulgated
under the Securities Exchange Act of 1934, as amended, this Amendment No. 2 to
Schedule 13D (this “Amendment No. 2”) amends and supplements the Schedule 13D
originally filed with the United States Securities and Exchange Commission (the
“SEC”) on October 27, 2008, and amended by Amendment No. 1 thereto filed with
the SEC on November 18, 2008 (the “Original Schedule 13D” and, with Amendment
No. 2, collectively, the “Schedule 13D”). This Amendment No. 2
relates to common shares, par value $0.01 per share (the “Common Shares”), of
Westaff, Inc., a Delaware corporation (the “Issuer”). The principal
executive offices of the Issuer are located at 298 North Wiget Lane, Walnut
Creek, California 94598-2453. Except as specifically
amended by this Amendment No. 2, items in the Original Schedule 13D are
unchanged. Capitalized terms used herein that are not defined herein
have the meanings ascribed to them in the Original Schedule 13D.
Item
1. Security and Issuer
There
is no change to Item 1 of the Original Schedule 13D.
Item
2. Identity and Background
There
is no change to Item 2 of the Original Schedule 13D.
Item
3. Source and Amount of Funds or Other Consideration
There
is no change to Item 3 of the Original Schedule 13D.
Item
4. Purpose of Transaction
Item
4 of the Original Schedule 13D is hereby amended and supplemented by adding the
following in between the sixth and final paragraph of Item 4:
Following
discussions among representatives of the Issuer and Mr. Sorensen, by letter
dated December 23, 2008, Mr. Sorensen proposed a combination of the Issuer and
Select Staffing , pursuant to which Select Staffing would acquire all of the
outstanding shares of the Issuer (other than those owned by DelStaff, LLC) at a
price of $1.25 per share in cash. In addition, the revised proposal
contemplated the acquisition of all of the shares of the Issuer’s common stock
held by DelStaff, LLC in exchange for first lien debt of Select
Staffing. The revised proposal is non-binding and is subject to
numerous conditions, including the completion of a due diligence investigation
by Select Staffing and the negotiation and execution of mutually acceptable
definitive documentation. Following receipt of this proposal, the
Issuer agreed to an exclusive period of negotiation with Select Staffing through
January 14, 2009, in order to consider and negotiate the proposed
transaction.
Item
5. Interest in Securities of the Issuer
There
is no change to Item 5 of the Original Schedule 13D.
Item
6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
There
is no change to Item 6 of the Original Schedule 13D.
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.
Dated
as of December 23, 2008
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SORENSEN
TRUST
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By:
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/s/
D. Stephen Sorensen
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D.
Stephen Sorensen
Trustee
/s/
Shannon P. Sorensen
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Shannon
P. Sorensen
Trustee
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/s/
D. Stephen Sorensen
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D.
STEPHEN SORENSEN
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/s/
Shannon P. Sorensen
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SHANNON
P. SORENSEN
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