UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): January 7, 2008
Home Solutions of America, Inc.
(Exact Name of Registrant as Specified in its Charter)
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| Delaware
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001-31711
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99-0273889 |
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(Commission File Number)
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(IRS Employer Identification No.) |
1500 Dragon Street, Suite B, Dallas, Texas 75207
(Address of Principal Executive Offices)
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Registrant’s Telephone Number, Including Area Code:
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(214) 623-8446 |
Former name or 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors
of Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 14, 2007, Home Solutions of America
Inc. (the “Company”) and Home Solutions Restoration
of Louisiana, Inc., the Company’s wholly-owned subsidiary (“HSRLA”) terminated the employment of
Mr. Scott Sewell. The termination by the Company was for “cause” pursuant to the terms of the
Employment Agreement, dated October 26, 2006, between Mr. Sewell and HSRLA. In addition, the
Company, the sole stockholder of HSRLA, removed Mr. Sewell as a director of HSRLA. Pursuant to the
terms of his Employment Agreement, upon termination, Mr. Sewell is required to resign from the
Board of Directors of the Company. A copy of the Company’s termination letter to Mr. Sewell is
attached as an exhibit to this Report.
On January 7, 2008, the Company received from
Mr. Sewell a letter tendering his resignation from
the Board of Directors effective upon receipt and the filing of such letter in a current report on
Form 8-K. As required by SEC Rules, a copy of Mr. Sewell’s letter has been filed as an exhibit to
this Report and a copy of this Report on Form 8-K has been provided to Mr. Sewell for his review
and comment. Any letter subsequently received from Mr. Sewell by the Company stating whether he
agrees with the statements made in this Report will be filed by the Company as an exhibit to this
Report by an amendment thereto.
In his letter, Mr. Sewell asserts that the
Company was not entitled to terminate his employment for
“cause” and presents his version of the circumstances leading up to such termination. The Company
continues to assert that the termination was properly effected for “cause”. Discussions continue
between the Company and its legal representatives and Mr. Sewell and his legal representatives
regarding this matter. An arbitration proceeding has commenced under the terms of Mr. Sewell’s
Employment Agreement and the Company intends to continue to pursue all available legal remedies
against Mr. Sewell for his improper actions while employed and for any defamatory statements made
by him.
As previously announced by the Company,
various related party transactions undertaken by the
Company and the disclosure pertaining to such transactions, including the matters referred to by
Mr. Sewell in his letter, have been voluntarily referred by the Company to its Audit Committee for
investigation.
FORWARD LOOKING STATEMENTS
This Current Report on Form 8-K contains forward-looking
statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform
Act of 1995 under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended.
Forward-looking statements include statements with respect to our beliefs, plans, objectives,
goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and
involve known and unknown risks, uncertainties and other factors, which may be beyond our control,
and which may cause our actual results, performance or achievements to be materially different from
future results, performance or achievements expressed or implied by such forward-looking
statements. All statements other than statements of historical fact are statements that could be
forward-looking statements. You can identify these forward-looking statements through our use of
words such as “may,” “will,” “can” “anticipate,” “assume,”
“should,” “indicate,” “would,”
“believe,” “contemplate,” “expect,” “seek,” “estimate,”
“continue,” “plan,” “point to,” “project,”
“predict,” “could,” “intend,” “target,” “potential,”
and other similar words and expressions of the
future. Forward-looking statements may not be realized due to a variety of factors, including,
without limitation, future economic, competitive and market conditions, regulatory framework, and
future business decisions, and the other factors referenced in our Annual Report on Form 10-K for
the year ended December 31, 2006, which contains a list of specific risk factors that could cause
actual results to differ materially from those indicated by our forward-looking statements made in
this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(D) Exhibits.
Exhibit 5.1 — Letter from HSOA
to Scott Sewell terminating his employment
Exhibit 5.2 — Letter from
Scott Sewell resigning from the Company’s Board of Directors
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