- Proxy Soliciting Materials (revised) (PRER14A)

QUESTIONS AND ANSWERS ABOUT THE MEETINGS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the special meeting of warrantholders and the special meeting of stockholders, including the proposed merger transaction. The following questions and answers may not include all the information that is important to warrantholders and stockholders of our company. We urge warrantholders and stockholders to read carefully this entire proxy statement, including the annexes and the other documents referred to herein.

Unless the context requires otherwise, in this proxy statement (i) “Atlas,” “we,” “us” or “our” refers to Atlas Acquisition Holdings Corp.; (ii) “Koosharem” refers to Koosharem Corporation and its subsidiaries; (iii) “Select Staffing” refers to Koosharem Corporation and its subsidiaries prior to the consummation of the Merger and thereafter refers to our company and Koosharem Corporation and its subsidiaries as a combined company subsequent to consummation of the Merger; and (iv) “franchise agents” refers to Select Staffing’s franchisees and licensees in their roles as limited agents of Select Staffing in recruiting job applicants, soliciting job orders, filling those orders, and assisting with collection matters upon request, but otherwise refers to Select Staffing’s franchisees and licensees in their roles as independent contractors of Select Staffing.

 

Q.	Why am I receiving this proxy statement?

A.     We have entered into an Agreement and Plan of Merger with Select Staffing, referred to as the Merger Agreement, pursuant to which, among other things, a recently formed holding company for Select Staffing will merge with and into our company, and Select Staffing will become our wholly owned subsidiary. A copy of the Merger Agreement is attached to this proxy statement as Annex A . You are encouraged to read this proxy statement, including all of the annexes hereto, in its entirety.

Warrantholders are being asked to consider and vote upon a proposal to approve (i) an amendment to the warrant agreement governing our warrants to provide for the conversion of all of our outstanding warrants, including the warrants purchased by certain of our founders at the time of our initial public offering, referred to as the insider warrants, for 1,677,000 shares of our common stock, and (ii) the termination of the warrant agreement. This proposal is referred to as the Warrant Conversion Proposal.

Stockholders are being asked to consider and vote upon a proposal to approve the Merger Agreement and the transactions contemplated thereby, including, among other things, the merger of a holding company for Select Staffing with and into our company, pursuant to which we will be the surviving company and Select Staffing will become our wholly owned subsidiary. These transactions are collectively referred to herein as the Merger, and the proposal is referred to as the Merger Proposal.

Upon the closing of the transactions contemplated by the Merger Agreement, we will issue to Select Staffing’s shareholders an aggregate of 24,723,000 shares of our common stock. Depending on the level of Select Staffing debt immediately prior to the Merger, Select Staffing’s current shareholders are expected to own between approximately 40% and 45% of our outstanding stock immediately after the Merger. In addition, Select Staffing’s current executive officers will become our executive officers. Select Staffing’s shareholders will also be entitled to receive up to 6.0 million additional shares of our common stock based on the EBITDA of our combined company during the fiscal year ending December 26, 2010 (with 2.0 million of such shares being automatically issued if our stock price exceeds $15.00 during the period specified in the Merger Agreement).

Our board of directors believes that stockholders will benefit from the Merger and, in order to increase our ability to receive the required approval of the Merger, is proposing an amendment to our charter to remove the requirement that only holders of Public Shares that vote against the Merger may convert their shares into a pro rata portion of our trust account. This proposal is referred to as the Pre-Closing Charter Amendment Proposal.

 

Stockholders are also being asked to consider and approve certain other amendments to our charter, to be effective immediately following the consummation of the Merger. Specifically, our stockholders are being asked to consider and vote on a proposal to approve amendments to:

 

•

change our corporate name from “Atlas Acquisition Holdings Corp.” to “Select Staffing, Inc.;”

 

•

change our limited corporate existence to perpetual;

 

•

remove provisions applicable to blank check companies that will no longer be applicable to us after the Merger; and

 

•

make certain other changes that our board of directors believes are immaterial. This proposal is referred to as the Post-Closing Charter Amendment Proposal.

The closing of the Merger is conditioned upon the following:

 

•

the Warrant Conversion Proposal has been approved;

 

•

the Merger Proposal has been approved and the holders of less than 30% of the issued and outstanding shares of our common stock issued in our initial public offering, which we refer to as Public Shares, elect to convert their shares into a portion of the cash held in the trust account established in connection with our initial public offering, which we refer to as our trust account;

 

•

the Post-Closing Charter Amendment Proposal has been approved; and

 

•

certain other conditions as set forth in the Merger Agreement.

Stockholders are also being asked to consider and approve an amendment to our charter, to be effective immediately following the consummation of the Merger, which will provide for cumulative voting in the election of our directors. This proposal is referred to as the Cumulative Voting Proposal.

Stockholders are also being asked to elect eight persons to our board of directors, each of whom will serve until our annual meeting of stockholders to be held in 2011 and until their respective successors are duly elected and qualified or until their earlier resignation or removal. This proposal is referred to as the Director Election Proposal.

Stockholders are also being asked to approve our adoption of the 2009 Omnibus Stock Incentive Plan, which we refer to as the Incentive Plan. This proposal is referred to as the Incentive Plan Proposal.

The approval of the Warrant Conversion Proposal by our warrantholders and the approval of the Merger Proposal and the Post-Closing Charter Amendment Proposal by our stockholders are preconditions to the consummation of the Merger. If the Merger Proposal is not approved, the Post-Closing Charter Amendment Proposal, the Cumulative Voting Proposal, the Director Election Proposal and the Incentive Plan Proposal will not be presented to our stockholders for a vote.

This proxy statement contains important information about the proposed Merger and the other matters to be acted upon at the special meeting of warrantholders and the special meeting of stockholders. You should read it in its entirety carefully.

Your vote is important. You are encouraged to submit your proxy by phone, over the Internet, or mail as soon as possible after carefully reviewing this proxy statement and its annexes.

 

 

Q.	How will Atlas’ directors and officers vote?

A.     In connection with the vote required for any business combination, all of our founders, including all of our officers and directors, have agreed to vote their 5,000,000 shares of our common stock acquired in a private placement prior to our initial public offering, which we refer to as their initial shares, with respect to the Merger Proposal in accordance with the majority of the votes cast by the holders of Public Shares on that proposal (the vote of their initial shares will have no effect on the Merger Proposal because approval of that proposal requires the affirmative vote of a majority of our Public Shares). These initial shares represent 20% of our outstanding common stock. Our founders have not purchased any Public Shares.

 

Q.	What happens if I vote against the Merger Proposal?

A.     If you are a holder of Public Shares and you vote against the Merger Proposal (or, if the Pre-Closing Charter Amendment Proposal is approved, vote for or against the Merger), you have the right to demand that we convert your shares into a pro rata portion of our trust account in which a substantial portion of the net proceeds of our initial public offering are held. These rights to demand conversion of the Public Shares into a pro rata portion of our trust account are sometimes referred to herein as conversion rights. If holders of 30% or more of the Public Shares vote against the Merger Proposal (or, if the Pre-Closing Charter Amendment Proposal is approved, vote for or against the Merger) and properly demand conversion, then we will not consummate the Merger, and Public Shares will not be converted into a pro rata portion of our trust account. If the Merger is not consummated and we do not consummate a business combination by February 16, 2010, we will be required to dissolve and liquidate our trust account and distribute the proceeds to holders of Public Shares.

 

Q.	How do I exercise my conversion rights?

A.     If you are a holder of Public Shares and wish to exercise your conversion rights, you must (i) vote against the Merger Proposal (or, if the Pre-Closing Charter Amendment Proposal is approved, vote for or against the Merger Proposal); (ii) at the same time, demand that we convert your shares into a pro rata portion of our trust account; and (iii) deliver your stock to our transfer agent physically or electronically through the Depository Trust Company, or DTC, DWAC System, prior to the special meeting of stockholders. Your vote on any proposal other than the Pre-Closing Charter Amendment Proposal and the Merger Proposal will have no impact on your conversion rights. The Merger must be approved and completed for us to convert your shares into a pro rata portion of our trust account.

You may exercise your conversion rights either by checking the box on the proxy card or by submitting your request in writing to American Stock Transfer & Trust Company, our transfer agent, at the address listed in this proxy statement. If you (i) initially vote for the Merger Proposal but then wish to vote against it and exercise your conversion rights, or (ii) initially vote against the Merger Proposal (or, if the Pre-Closing Charter Amendment Proposal is approved, vote for or against the Merger Proposal) and wish to exercise your conversion rights but do not check the box on the proxy card providing for the exercise of your conversion rights or do not send a written request to us to exercise your conversion rights or (iii) initially vote against the Merger Proposal but later wish to vote for it, you may request that we send you another proxy card on which you may indicate your intended vote. You may make such request by contacting our proxy solicitor at the phone number or address listed in this proxy statement.

Any request for conversion, once made, may be withdrawn at any time until the vote taken with respect to the Merger Proposal at the special meeting of stockholders. If you delivered your shares for conversion to our transfer agent and decide prior to the special meeting of stockholders not to exercise your conversion rights, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the phone number or address listed in this proxy statement.

 

Any corrected or changed proxy card must be received by our proxy solicitor prior to the vote on the Merger Proposal. A stockholder may demand conversion rights by voting in person at the special meeting of stockholders. No demand for conversion will be honored unless the holder’s common stock has been delivered (either physically or electronically) to the transfer agent prior to the special meeting of stockholders. There is a nominal cost associated with tendering shares to the transfer agent and certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $25 and it would be up to the broker whether or not to pass this cost on to the converting holder. For additional information regarding conversion rights, please see page 51 of the prospectus relating to our initial public offering.

 

Q.	Do I have appraisal rights if I object to the proposed Merger?

A.     No. Neither our stockholders nor warrantholders have appraisal rights in connection with the Merger.

 

Q.	When is the Merger expected to be completed?

A.     It is currently anticipated that the Merger will be consummated promptly following the special meeting of warrantholders and special meeting of stockholders to be held on February 12, 2010, provided that all other conditions to the consummation of the Merger have been satisfied or waived. We currently expect that the conditions will be satisfied in mid-February 2010.

For a description of the conditions to the completion of the Merger, see the section entitled “Proposals to be Considered by Atlas Stockholders — The Merger Agreement — Conditions to the Completion of the Merger.”

 

Q.	What do I need to do now?

A.     You are urged to read carefully and consider the information contained in this proxy statement, including the annexes, and to consider how the Merger and other stockholder meeting proposals will affect you as a stockholder or how the Warrant Conversion Proposal will affect you as a warrantholder, as the case may be. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares or warrants through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

 

Q.	How do I vote?

A.     If you were a holder of record of our common stock or warrants on January 15, 2010, the record date for the special meeting of warrantholders and the special meeting of stockholders, you may vote with respect to the applicable proposals in person at the special meeting of warrantholders or the special meeting of stockholders, as the case may be, or by submitting a proxy. You may submit your proxy by phone, over the Internet or by completing, signing, dating and returning the enclosed stockholder and/or warrantholder proxy card(s) in the accompanying pre-addressed postage paid envelope provided. If you hold your shares or warrants in “street name,” which means your shares or warrants are held of record by a broker, bank or other nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares or warrants, as the case may be, that you beneficially own are properly counted. In this regard, you must provide the record holder of your shares or warrants with instructions on how to vote your shares or warrants or, if you wish to attend the special meeting of warrantholders or the special meeting of stockholders and vote in person, obtain a proxy from your broker, bank or nominee.

 

Q.	What will happen if I sign and return my proxy card(s) without indicating how I wish to vote?

A.     Signed and dated proxies received by us without an indication of how the stockholder intends to vote on a proposal will be voted in favor of each proposal presented to the stockholders. Signed and dated proxies received by us without an indication of how the warrantholder intends to vote on a proposal will be counted as a vote in favor of each proposal presented to warrantholders.

Stockholders will not be entitled to exercise their conversion rights if such stockholders return proxy card(s) to us without an indication of how they desire to vote with respect to the Merger Proposal or, for stockholders holding their shares in “street name,” if such stockholders fail to provide voting instructions to their banks, brokers or other nominees.

 

Q.	If I am not going to attend the special meeting of warrantholders or special meeting of stockholders in person, should I return my proxy card instead?

A.     Yes. Whether or not you plan to attend the special meeting of warrantholders or the special meeting of stockholders, after carefully reading and considering the information contained in this proxy statement and the annexes hereto, please promptly submit your proxy by phone, over the Internet, or by completing, signing, dating and returning your proxy card(s) in the pre-addressed postage paid envelope provided herewith as soon as possible, so your shares or warrants, as the case may be, may be represented at the special meeting of warrantholders or the special meeting of stockholders.

 

Q.	If my shares or warrants are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A.     No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares or warrants with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. We believe the proposals presented to the stockholders and to the warrantholders will be considered nondiscretionary and therefore your broker, bank or nominee cannot vote your shares or warrants without your instruction. If you do not provide instructions with your proxy, your bank, broker or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will be counted for the purpose of determining the existence of a quorum, but will not count for purposes of determining the number of votes cast at the special meeting of warrantholders or special meeting of stockholders. Your bank, broker or other nominee can vote your shares or warrants only if you provide instructions on how to vote. You should instruct your broker to vote your shares or warrants in accordance with directions you provide.

 

Q.	May I change my vote after I have mailed my signed proxy card?

A.     Yes. You may change your vote by (i) sending a later-dated, signed proxy card to our proxy solicitor at the address listed in this proxy statement so that it is received by us prior to the vote at the special meeting of stockholders or special meeting of warrantholders, or (ii) attending the special meeting of stockholders or the special meeting of warrantholders, as applicable, in person and vote. You also may revoke your proxy by sending a notice of revocation to our proxy solicitor, which must be received by our proxy solicitor prior to the vote at the special meeting of stockholders or special meeting of warrantholders.

 

Q.	What should I do if I receive more than one set of voting materials?

A.     You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares or warrants

 

in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares or warrants. If you are a holder of record and your shares or warrants are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive (either by phone, Internet or mail) in order to cast your vote with respect to all of your shares and warrants.

 

Q.	Who can help answer my questions?

A.     If you have questions about the proposals or if you need additional copies of the proxy statement or the enclosed proxy card you should contact our proxy solicitor, at:

Karen Smith

Advantage Proxy

24925 13 ^th Place South

Des Moines, Washington 98198

Toll Free Telephone: (877) 870-8565

To obtain timely delivery, stockholders or warrantholders must request the materials no later than February 5, 2010.

You may also obtain additional information about our company from documents filed with the Securities and Exchange Commission, or the SEC, by following the instructions in the section entitled “ Where You Can Find More Information. ”

If you intend to vote against the Merger Proposal (or, if the Pre-Closing Charter Amendment Proposal is approved, vote for or against the Merger Proposal) and seek conversion of your Public Shares, you will need to deliver your stock (either physically or electronically) to our transfer agent prior to the special meeting of stockholders. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Felix Orihuela

American Stock Transfer & Trust Company

59 Maiden Lane

Plaza Level

New York, NY 10038

Telephone: (212) 936-5100

Facsimile: (718) 236-4588

 

SUMMARY OF THE PROXY STATEMENT

This summary highlights selected information from this proxy statement and may not contain all of the information that is important to you. To better understand the Merger and the proposals to be considered at the special meetings, you should read this entire proxy statement carefully, including the annexes. See also the section entitled “ Where You Can Find More Information. ”

The Warrant Conversion Proposal

We propose to seek (i) the conversion of each of our outstanding warrants into .065 shares of our common stock, or an aggregate of 1,677,000 shares of our common stock; and (ii) to terminate the warrant agreement governing the warrants in connection with such conversion. Approval of the Warrant Conversion Proposal is a condition to the consummation of the Merger.

There are currently 20,000,000 of our warrants outstanding that were issued in our initial public offering. In addition, in connection with our initial public offering, James N. Hauslein, Gaurav V. Burman, Sir Peter Burt, Michael T. Biddulph, Michael W. Burt and Promethean plc, purchased an aggregate of 5,800,000 insider warrants. Messrs. Hauslein and Burman subsequently purchased an aggregate of 1,100,000 warrants in open market purchases, for a total of 6,900,000 warrants. As of the record date, these warrantholders owned an aggregate of approximately 27% of our outstanding warrants. These warrantholders have agreed to vote their warrants in favor of the Warrant Conversion Proposal.

Each warrant entitles the holder to purchase one share of our common stock (or an aggregate of 25,800,000 shares of our common stock based on the 25,800,000 warrants currently outstanding) at a price of $7.00 per share, subject to adjustment, at any time commencing on the completion of a business combination. However, the warrants will be exercisable only if a registration statement relating to the common stock issuable upon exercise of the warrants is effective and current. The warrants will expire on January 23, 2012 at 5:00 p.m., New York City time, or earlier upon redemption. The insider warrants are identical to the warrants issued in our initial public offering except that the insider warrants (i) may be exercised whether or not a registration statement relating to the common stock issuable upon exercise of the warrants is effective and current, and (ii) will not be redeemable by us so long as they are still held by the purchasers.

The conversion ratio per warrant of .065 shares of our common stock was determined based on arm’s length negotiations with Select Staffing, which desired to reduce the potential equity dilution from the warrants and to increase our strategic opportunities and attractiveness to future investors going forward.

In the event the Warrant Conversion Proposal and the Merger Proposal are approved, we would enter into an amendment to the warrant agreement, the form of which is attached to this proxy statement as Annex E . As set forth in such amendment, effective upon consummation of the Merger all of our warrants would be automatically converted into shares of our common stock and be retired and will cease to be outstanding. You are encouraged to read the amendment in its entirety.

When you consider the recommendation of our board of directors in favor of approval of the Warrant Conversion Proposal, you should keep in mind that the Warrant Conversion Proposal is a condition to the consummation of the Merger and our directors and officers have interests in the Merger that are different from, or in addition to, your interests as a warrantholder. See the section entitled “Proposals to be Considered by Atlas Stockholders — The Merger Proposal — Certain Interests of Related Parties in the Merger.”

See the section entitled “ Proposals to be Considered by Atlas Warrantholders — The Warrant Conversion Proposal ” for additional information about the Warrant Conversion Proposal and for a more detailed discussion of the material terms of our warrants.

 

Our warrantholders will not be entitled to vote on the proposals presented to our stockholders in this proxy statement, and do not have conversion rights with respect to the warrants they hold. If the Merger is not consummated and if we do not consummate an initial business combination by February  16, 2010, we will be required to dissolve and liquidate, and all of our warrants will expire worthless.

The Warrantholder Adjournment Proposal

If, based on the tabulated vote, there are not sufficient votes at the time of the special meeting of warrantholders to approve the Warrant Conversion Proposal, the Warrantholder Adjournment Proposal allows our board of directors to adjourn or postpone the special meeting of warrantholders to a later date or dates, if necessary, to permit further solicitation and voting of proxies to approve the Warrant Conversion Proposal. See the section entitled “ Proposals to be Considered by Atlas Warrantholders — The Warrantholder Adjournment Proposal ” for additional information about the Warrantholder Adjournment Proposal.

The Pre-Closing Charter Amendment Proposal

Our board of directors believes that stockholders will benefit from the Merger and, in order to increase our ability to receive the required approval of the Merger, is proposing an amendment to our charter to remove the requirement that only holders of Public Shares that vote against the Merger may convert their shares into a pro rata portion of our trust account. This proposal is referred to as the Pre-Closing Charter Amendment Proposal.

You should be aware that because our initial public offering prospectus did not disclose that we may seek to amend our charter to extend conversion rights to holders of Public Shares who vote in favor of a “Business Combination,” each purchaser of securities in our initial public offering may have securities law claims against us for rescission or damages.

If the Pre-Closing Charter Amendment Proposal is approved, and the Merger is completed, to the extent holders of Public Shares convert those shares to cash, there will be a corresponding reduction in the amount of funds available in our trust account following the Merger, which will likely result in less funds being available to repay Select Staffing indebtedness and for working capital than what would have been the case had conversion rights remained limited to those holders of Public Shares who voted against the Merger. In addition, as a result of the conversions, we may have very few public stockholders, which could result in a significant impairment in a stockholder’s ability to buy and sell shares in the open market. In addition, failure to meet the minimum number of holders requirement for continued listing could result in the NYSE Amex delisting our securities from quotation on its exchange, which could further adversely impact a stockholder’s ability to buy and sell shares.

See the section entitled “ Proposals to be Considered by Atlas Stockholders — The Pre-Closing Charter Amendment Proposal ” for additional information about the Pre-Closing Charter Amendment Proposal.

The Merger Proposal

The Parties

Atlas

We are a Delaware blank check company, or a SPAC (special purpose acquisition company), formed for the purpose of effecting a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business, which we refer to as our business combination.

 

If we are unable to complete the Merger by February 16, 2010, our corporate existence will automatically terminate in accordance with our current charter, we will dissolve and liquidate and promptly distribute to holders of our Public Shares funds held in our trust account. In the event of our liquidation, our warrants will expire worthless.

Our common stock, units and warrants are currently listed on the NYSE Amex under the symbols AXG, AXG.U and AXG.WT, respectively. We intend to seek to list our common stock on the New York Stock Exchange or the NASDAQ effective upon the consummation of the Merger.

The mailing address of our principal executive office is c/o Hauslein & Company, 11450 SE Dixie Highway, Suite 106, Hobe Sound, Florida 33455 and our telephone number is (772) 545-9042.

Select Staffing

Select Staffing is a leading national provider of temporary staffing services in the United States. Through a network of company-owned and franchise agent offices, Select Staffing offers a wide range of temporary staffing solutions for over 200 job classifications across a range of service categories including light industrial, clerical/administrative, accounting, financial services, information technology, manufacturing, transportation, human resources, and sales and marketing. Select Staffing provides its services in 45 states through 355 offices, of which 202 are company-owned and 153 are franchise agent offices. During its fiscal year ended December 28, 2008, Select Staffing placed approximately 250,000 temporary employees and provided staffing services to over 20,000 customers, none of which accounted for more than 4% of Select Staffing’s revenues.

Select Staffing has rapidly expanded its U.S. market share during the past several years through numerous acquisitions and the efforts of its strong national, regional and local sales teams. Select Staffing’s revenues have grown during the last four years at a compounded annual rate of nearly 36%, from $411 million in 2004 to over $1.4 billion in 2008. The weakened state of the economy has caused Select Staffing to experience a recent decline in revenues. Total Select Staffing revenues decreased to $1.09 billion for the interim period ended October 4, 2009 from $1.12 billion for the interim period ended October 5, 2008. Management estimates that Select Staffing’s organic or non-acquired temporary staffing revenues declined 19.9% during this period, which was partially offset by the effects of Select Staffing’s acquisitions of East-West Staffing, LLC in December 2008 and Westaff, Inc. in March 2009. Select Staffing incurred net losses of $7.39 million for the interim period ended October 4, 2009, $16.09 million for the fiscal year ended December 28, 2008, and $17.93 million for the fiscal year ended December 30, 2007. As of October 4, 2009, Select Staffing had total long-term debt of $509.71 million and total shareholders’ deficit of $142.65 million.

One of Select Staffing’s strategies is to operate larger branch offices in contiguous geographic areas. This attracts a substantial inventory of qualified temporary employees with the skills and experience necessary to meet the staffing requirements of Select Staffing’s customer base, which in turn drives more demand for Select Staffing’s services and greater operating leverage in the local markets it serves. Other key Select Staffing business strategies include

 

•

its emphasis on building a diverse customer base,

 

•

its best practices risk management policies and programs, which are primarily designed to lower its workers’ compensation claims and expenses and thereby increase gross margin,

 

•

its aggressive pursuit of acquisitions to augment organic growth and build market share, and

 

•

its experienced and longstanding management team.

Koosharem Corporation was incorporated in California in 1989. In 2000, Koosharem purchased the stock of Select Temporaries Inc., founded in Santa Barbara, California in 1985, and began doing business as “Select Staffing.”

 

Select Staffing’s executive offices are located at 3820 State Street, Santa Barbara, CA 93105, and its telephone number is (800) 688-6162.

New Koosharem Corporation

Koosharem Corporation recently formed New Koosharem Corporation, a California corporation, as part of a series of preliminary transactions that will take place prior to the consummation of the Merger. As a result of these preliminary transactions, Koosharem Corporation will become a wholly owned subsidiary of New Koosharem Corporation and the current shareholders of Koosharem Corporation will become shareholders of New Koosharem Corporation. New Koosharem Corporation will be merged with and into Atlas pursuant to the Merger, the separate existence of New Koosharem Corporation will terminate, and Koosharem Corporation will become a limited liability company and a wholly owned Atlas subsidiary.

The Merger

Pursuant to the terms of the Merger Agreement, a recently formed holding company for Select Staffing will be merged with and into our company, with our company surviving the Merger and Select Staffing becoming our wholly owned subsidiary. As a result of the preliminary transactions described elsewhere in this proxy statement, all of the outstanding stock of New Koosharem Corporation, including shares of stock issued upon exercise of Select Staffing options, will be automatically converted into the right to receive an aggregate of 24,723,000 shares of our common stock. In addition, Select Staffing’s current executive officers will become our executive officers. Select Staffing’s shareholders will also be entitled to receive up to 6.0 million additional shares of our common stock as follows:

 

•

We will issue 2.0 million shares to Select Staffing shareholders if the last sales price of our common stock equals or exceeds $15.00 per share (as adjusted for any stock splits) for any 20 trading days within any 30-trading-day period ending 45 days after we file our annual report on Form 10-K with respect to the fiscal year ending December 26, 2010.

 

•

If we issue the 2.0 million shares (because our stock price is at least $15.00 during the specified period), we will issue up to 4.0 million additional shares if the fiscal 2010 EBITDA of our combined company (with certain add backs, including for expenses incurred in connection with the Merger) exceeds $98.0 million, at the rate of one additional share for each $3.75 of EBITDA over a $98.0 million threshold.

 

•

If we do not issue the 2.0 million shares (because our stock price is not at least $15.00 during the specified period), we will issue up to 6.0 million shares if the fiscal 2010 EBITDA of our combined company (with certain add backs, including for expenses incurred in connection with the Merger) exceeds $98.0 million, at the rate of one additional share for each $2.50 of EBITDA over a $98.0 million threshold.

Based upon the closing price of $10.00 on the NYSE Amex on January 15, 2010, the record date, the 24,723,000 shares of common stock to be issued in the Merger will have an aggregate value of approximately $247.2 million, and the 6.0 million additional shares that may be issued based on the EBITDA of our combined company and/or our stock price will have an aggregate value of approximately $60.0 million.

The parties to the Merger Agreement intend to consummate the Merger as promptly as practicable after the special meeting of warrantholders and the special meeting of stockholders, provided that:

 

•

our stockholders have approved the Merger Agreement and the transactions contemplated thereby, including the Merger;

 

•

holders of less than 30% of our Public Shares have voted against the Merger Proposal (or, if the Pre-Closing Charter Amendment Proposal is approved, voted for or against the Merger Proposal) and demanded conversion of their shares into cash;

 

•

the Warrant Conversion Proposal has been approved;

 

•

the Post-Closing Charter Amendment Proposal has been approved;

 

•

the transactions contemplated by Select Staffing’s December 2009 amendments to its first and second lien credit facilities, including the contemplated retirement of substantially all of Select Staffing’s second lien term debt as described below, have been consummated;

 

•

Select Staffing is reasonably satisfied that we will have at least $185.0 million available to prepay Select Staffing indebtedness and for working capital (which minimum will be decreased by approximately $10.00 for each Public Share that is converted into a pro rata portion of our trust account and each Public Share acquired or to be acquired as part of our efforts to secure stockholder approval of the Merger); and

 

•

the other conditions specified in the Merger Agreement have been satisfied or waived, including the receipt of historical and pro forma financial statements that we will be required to file with the SEC following the Merger.

We currently expect that the conditions specified in the Merger Agreement will be satisfied in mid-February 2010.

For more information, see the section entitled “Proposals to be Considered by Atlas Stockholders — The Merger Agreement.” The Merger Agreement is included as Annex A to this proxy statement . You are encouraged to read the Merger Agreement in its entirety.

If the Merger is consummated, the funds held in our trust account will be released

 

•

to pay our stockholders who properly exercise their conversion rights (which may require payments of up to approximately $60 million);

 

•

to pay the deferred underwriting discounts and commissions from our initial public offering, as well as the investment banking fees of Deutsche Bank (which in aggregate will total between approximately $6.3 million and $9.0 million, depending on the extent to which our stockholders properly elect to convert their Public Shares into a pro rata portion of our trust account);

 

•

to pay our transaction fees and expenses and other accrued liabilities (which are currently estimated to total between $4 million and $6 million); and

 

•

to repay certain outstanding Select Staffing indebtedness and provide working capital for our combined company (currently estimated to total between $125 million and $185 million).

If the Merger is not completed by February 16, 2010, our corporate existence will automatically terminate in accordance with our charter and we will thereafter dissolve and liquidate. In any liquidation of our company, the funds deposited in our trust account, plus any interest earned thereon, less reserves for and claims requiring payment from our trust account by creditors who have not waived their rights against our trust account, if any, will be distributed pro rata to the holders of Public Shares.

Prepayment of Select Staffing Debt

In connection with the Merger, in December 2009 Select Staffing entered into amendments with its first lien lenders and second lien lenders to permit consummation of the Merger and make other changes to Select

 

Staffing’s credit facilities as described in the section entitled “Select Staffing Management’s Discussion and Analysis of Financial Condition and Results of Operations — Recent Developments.” Pursuant to these amendments, upon consummation of the Merger, Select Staffing will retire substantially all of its second lien debt. Select Staffing’s obligations to each second lien lender that consents to the amendment will be deemed to be repaid and satisfied in full in exchange for (i) its ratable share of $25 million in cash (the “Cash Portion”), (ii) shares of our newly authorized Series A preferred stock in an amount equal in value (calculated at a value of $10 per share) to the sum of (x) 103% of the amount of its outstanding second lien term loans minus (y) the Cash Portion received by it, and (iii) payment in cash of all accrued and unpaid interest on its outstanding second lien loans.

As of October 4, 2009 and January 19, 2010, the outstanding principal amount of the second lien term loan was $100 million. As of January 19, 2010, the accrued and unpaid interest on the second lien term loan was $162,281. Prior to the December 2009 amendment, the entire principal balance of the second lien term loan was due at maturity on December 31, 2014. As a result of the amendment, which in December 2009 was agreed to by the holders of 92% of the outstanding second lien debt, an aggregate of $25 million in cash and an aggregate of 7.8 million shares (subject to reduction to the extent less than all holders of second lien loans consent to the amendment) of our newly authorized Series A preferred stock will be exchanged for second lien loans upon the consummation of the Merger. Holders of the 8% of outstanding second lien loans which had not agreed to the amendment as of the date of its execution have until three days prior to the consummation of the Merger to accept their pro rata share of the cash and Series A preferred stock consideration. Loans held by second lien lenders who do not accept such consideration at least three business days prior to the consummation of the Merger will remain due on December 31, 2014.

The Series A preferred stock to be issued to Select Staffing’s second lien lenders will be convertible at the election of the holders thereof into shares of our common stock on a share-for-share basis and will in all material respects have economic rights identical to our common stock. The Series A preferred stock will be non-voting except that it will vote with our common stock as a single class on the election of directors (on a cumulative basis if the Cumulative Voting Proposal is approved). It will also vote with our common stock on amendments to our charter, our liquidation and certain other matters submitted to our stockholders for approval. Based upon the closing price for our common stock of $10.00 on the NYSE Amex on January 15, 2010, the record date, the 7.8 million shares of Series A preferred stock would have an aggregate value of approximately $78.0 million. If all 7.8 million shares of Series A preferred stock were converted into shares of our common stock, and assuming that stockholders holding 5,999,999 shares of our common stock properly demand conversion of their Public Shares into a pro rata portion of our trust account, Select Staffing’s second lien lenders would own approximately 14.9% of our outstanding common stock immediately after the Merger.

Following the Merger, the amendment to Select Staffing’s first lien credit facility requires Select Staffing to (i) repay its second lien term debt as described above, (ii) have availability under its first lien revolver of at least $35 million, and (iii) receive at least $125 million in cash from us upon liquidation of our trust account. We believe that, upon consummation of the Merger, at least $125 million will be released from our trust account and available to our combined company to prepay Select Staffing indebtedness and provide working capital. Approximately $25 million of such funds, together with up to 7.8 million shares of our Series A preferred stock, will be used to retire substantially all of Select Staffing’s second lien debt. We and Select Staffing believe that the approximately $100 million balance of funds will be sufficient to ensure that Select Staffing will have at least $35 million of availability under its first lien revolver.

Ownership of Our Company Following the Merger

Assuming (i) the conversion of all our outstanding warrants into an aggregate of 1,677,000 shares of our common stock, (ii) the issuance of 7.8 million shares of our Series A preferred stock (which are immediately

 

convertible into common stock) to Select Staffing’s second lien lenders, (iii) that there is no adjustment to the 24,723,000 shares of common stock to be issued to Select Staffing’s shareholders pursuant to the Merger based on the level of Select Staffing’s debt immediately prior to the Merger, (iv) the forfeiture and cancellation of an aggregate of 1,000,000 shares of our common stock held by our founders, and (v) that none of our stockholders properly demand conversion of their Public Shares into a pro rata portion of our trust account, immediately after the Merger approximately 44.1% of our combined company will be owned by our current stockholders and warrantholders, 42.5% by Select Staffing’s current shareholders (which includes 39.4% by D. Stephen Sorensen), and 13.4% by Select Staffing’s current second lien lenders.

If Select Staffing’s current shareholders receive an additional 6.0 million “earnout” shares of our common stock based on the EBITDA of our combined company during the year ending December 26, 2010, our combined company will be owned approximately 47.9% by Select Staffing’s current shareholders (which includes 44.4% by D. Stephen Sorensen), 40.0% by our current stockholders and warrantholders, and 12.1% by Select Staffing’s current second lien lenders.

If the additional 6.0 million earnout shares are issued pursuant to the Merger and stockholders holding 5,999,999 shares of our Public Shares elect to convert their shares into a pro rata portion of our trust account, our combined company will be owned approximately 52.8% by Select Staffing’s current shareholders (which includes 49.0% by D. Stephen Sorensen), 33.8% by our current stockholders and warrantholders, and 13.4% by Select Staffing’s current second lien lenders.

Anticipated Accounting Treatment

The Merger will be accounted for as a reverse merger, a capital transaction in substance, as more fully described in the section entitled “Proposals to be Considered by Atlas Stockholders — The Merger Proposal — Anticipated Accounting Treatment.”

Tax Considerations

Our stockholders are not receiving any consideration or exchanging any of their outstanding securities in connection with the Merger, and are simply being asked to vote on the Merger Proposal and the other proposals described in this proxy statement. Accordingly, our stockholders are not expected to recognize gain or loss as a result of the Merger. If you vote against the Merger Proposal (or, if the Pre-Closing Charter Amendment Proposal is approved, vote for or against the Merger Proposal), properly elect to convert your shares of our common stock for your pro rata portion of our trust account and, upon the consummation of the Merger, terminate your interest in our company, you will be required to recognize gain or loss upon the exchange of shares of our common stock for cash. No opinion with respect to the tax consequences to our securityholders will be obtained in connection with the Merger.

The conversion of warrants for shares of our common stock may be tax-free for U.S. federal income tax purposes. Under this treatment, the U.S. federal income tax consequences should generally be that the conversion should not result in the recognition of gain or loss by our warrantholders. Alternatively, the conversion may be a taxable transaction to warrantholders resulting in the recognition of gain or loss.

WE URGE YOU TO CONSULT YOUR OWN TAX ADVISORS REGARDING YOUR PARTICULAR TAX CONSEQUENCES.

For a description of the material federal income tax consequences of the Merger and the Warrant Conversion Proposal, see the section entitled “Material Federal Income Tax Consequences to Atlas Securityholders . ”

 

Appraisal Rights

Our stockholders do not have appraisal rights in connection with the Merger.

Conversion Rights

Pursuant to our charter, a holder of Public Shares may, if the stockholder affirmatively votes against the Merger Proposal (or, if the Pre-Closing Charter Amendment Proposal is approved, votes for or against the Merger Proposal), demand that we convert such shares into a pro rata portion of our trust account if the Merger is consummated. If holders of less than 30% of our Public Shares properly exercise their conversion rights and the Merger is consummated, Public Shares with respect to which conversion has been properly demanded will cease to be outstanding and will represent the right to receive a pro rata portion of our trust account, calculated as of two business days prior to the consummation of the Merger. As of the record date, this would have amounted to approximately $ 10.00 per share. If you exercise your conversion rights and the Merger is consummated, then you will be exchanging your shares of common stock for cash and will no longer own shares of our company. You will be entitled to receive cash for your Public Shares only if you vote against the Merger Proposal (or, if the Pre-Closing Charter Amendment Proposal is approved, vote for or against the Merger Proposal), properly demand conversion and deliver your shares (either physically or electronically) to our transfer agent prior to the special meeting of stockholders. See the section entitled “ Special Meeting of Atlas Warrantholders and Special Meeting of Atlas Stockholders — Conversion Rights ” for the procedures to be followed if you wish to convert your shares into cash.

As described in further detail under the section entitled “Proposals to be Considered by Atlas Stockholders — The Merger Proposal — Actions that May be Taken to Secure Approval of Our Stockholders,” we may use funds in our trust account, directly or indirectly, to purchase Public Shares other than from holders who have voted against a business combination and demanded that their Public Shares be converted into a pro rata portion of our trust account.

Proxies

Proxies may be solicited by mail, telephone or in person. Our proxy solicitor is Advantage Proxy, 24925 13 ^th Place South, Des Moines, Washington 98198. Their telephone number is toll free (877) 870-8565.

If you grant a proxy, you may still vote your shares or warrants, as the case may be, in person if you revoke your proxy before the vote at the special meeting of stockholders or special meeting of warrantholders. You may also change your vote by submitting a later-dated proxy as described in the section entitled “ Special Meeting of Atlas Warrantholders and Special Meeting of Atlas Stockholders — Revoking Your Proxy. ”

Reasons for the Merger

Our board of directors carefully evaluated the agreements relating to the proposed Merger and reviewed industry and financial data in determining that the Merger is advisable and fair to, and in the best interests of, our stockholders. While we considered numerous companies and acquisition opportunities in various industries in our search for an attractive business combination candidate, we did not believe that any of those candidates would be as attractive to public stockholders as the proposed Merger with Select Staffing.

Our board of directors considered a wide variety of factors in connection with its evaluation of the Merger. In light of the complexity of those factors, our board of directors, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its decision. Individual members of our board of directors may have given different weight to different factors.

 

In arriving at its decision to approve the Merger, our board of directors relied on an analysis and/or review of a number of positive factors, including (i) Select Staffing’s potential for future growth based upon its well-established presence in the light industrial and other commercial service categories that are expected to achieve significant growth in 2010 and future periods, as well as its significant experience in completing acquisitions and integrating acquired operations, (ii) the experience, quality and depth of Select Staffing’s management team, and (iii) a compelling valuation.

Our board also considered a number of potentially negative factors, including (i) Select Staffing’s significant leverage and working capital requirements, (ii) the type and extent of Select Staffing’s historical transactions with affiliates, as well as the permitted additional loans to Select Staffing’s Chief Executive Officer and their subsequent forgiveness prior to the Merger, (iii) the negative impact to the net income of our combined company that will result from such debt forgiveness and other Merger-related expenses, and (iv) the risk that Select Staffing might not perform on a prospective basis as well as it has performed historically.

In the view of our board, the potentially countervailing factors did not, individually or in the aggregate, outweigh the advantages of the Merger.

Our board of directors was cognizant of our liquidation date, but ultimately evaluated the potential business combination with Select Staffing strictly on the quantitative and qualitative information regarding Select Staffing and its business that was available. Since completion of our initial public offering our board of directors has been regularly kept apprised of potential business combination targets and management’s discussions with and evaluation of such targets. As discussed elsewhere in this proxy statement, we engaged in an ongoing and systematic search for potential business combination candidates, deciding on our own accord in various situations to terminate discussions with potential candidates when determined by our management that such candidates did not ultimately represent the investment opportunity that we wanted to present to our stockholders.

For additional information, see the section entitled “ Proposals to be Considered by Atlas Stockholders — The Merger Proposal — Atlas’ Board of Directors’ Reasons for the Approval of the Merger .”

Valuation of Select Staffing

It is a requirement that any business acquired by us have a fair market value equal to at least 80% of our trust account balance (excluding amounts payable for deferred underwriting discounts and commissions) at the time of such acquisition. As more fully discussed in the section entitled “Proposals to be Considered by Atlas Stockholders — The Merger Proposal — Valuation,” our board of directors valued Select Staffing at approximately $869 million to $1.314 billion. Such range of values exceeds 80% of the balance of our trust account (excluding deferred underwriting discounts and commissions), or approximately $152.8 million, and our board accordingly concluded that the 80% requirement contained in our charter was met.

Our management, including members of our board of directors, has long and diverse experience in operational management, investments and financial management and analysis. We believe that our management was well qualified to conduct the due diligence and other investigations and analyses required in connection with our search for a business combination candidate. We believe that this experience also made our board of directors highly qualified to determine Select Staffing’s value and assess the merits of the Merger. As a result, we have not obtained a fairness opinion that Select Staffing has a fair market value of at least 80% of our net assets held in trust (excluding the deferred underwriting discounts and commissions held in our trust account) at the time of consummating the Merger or that the Merger is fair to our stockholders from a financial point of view.

For additional information, see the sections entitled “ Proposals to be Considered by Atlas Stockholders — The Merger Proposal — Valuation ” and “ Proposals to be Considered by Atlas Stockholders — The Merger Proposal — Satisfaction of 80% Test. ”

 

Certain Interests of Related Parties in the Merger

When you consider the recommendation of our board of directors in favor of approval of the Merger, you should keep in mind that our directors, officers and other parties have interests in the Merger that are different from, or in addition to, your interests as a stockholder or warrantholder. These interests include the following:

 

•

If the Merger is not consummated by February 16, 2010, our charter provides that our corporate existence will automatically terminate and we must be dissolved and liquidated. In such event, the 5,000,000 shares purchased by our founders that were acquired prior to our initial public offering for an aggregate purchase price of $20,000 would become worthless, as our founders have waived any right to receive liquidation distributions with respect to those initial shares. Such shares had an aggregate market value of $50.0 million based upon the closing price of $10.00 on the NYSE Amex on January 15, 2010, the record date for the special meeting of stockholders. Our founders have agreed, upon consummation of the Merger, to surrender one million of their initial shares.

 

•

If the Merger is not consummated by February 16, 2010, our corporate existence will automatically terminate and we must be dissolved and liquidated. In such event, the 5,800,000 insider warrants, as well as the 1,100,000 public warrants held by certain of our founders, will expire worthless. This purchase of the 5,800,000 insider warrants for an aggregate purchase price of $5.8 million took place on a private placement basis immediately prior to the consummation of our initial public offering. All of the proceeds we received from this purchase were placed in our trust account. The insider warrants and the public warrants held by our founders had an aggregate market value of $1,656,000, based on the closing price of $0.24 on the NYSE Amex on January 15, 2010, which is the record date. Our founders intend to vote in favor of the Warrant Conversion Proposal.

 

•

It is currently anticipated that each of James N. Hauslein, Chairman of our board of directors and Chief Executive Officer, and Gaurav V. Burman, our President, will be a director of our company following the Merger. As such, in the future Messrs. Hauslein and Burman will receive any cash fees, stock options or stock awards that our board of directors determines to pay to its other non-executive directors.

 

•

James N. Hauslein and Gaurav V. Burman have personally agreed that, if we liquidate prior to the consummation of a business combination, they will be personally liable to pay debts and obligations to target businesses or vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us in excess of the net proceeds of our initial public offering not held in our trust account, but only if, and to the extent, the claims reduce the amount in our trust account and only if such entities did not execute a valid and enforceable waiver. Based on our estimated debts and obligations, it is not currently expected that Messrs. Hauslein and Burman will have any exposure under this arrangement in the event of our liquidation.

 

•

If we are required to be liquidated and there are no funds remaining to pay the costs associated with the implementation and completion of such liquidation, Messrs. Hauslein and Burman have agreed to advance to us the funds necessary to pay such costs and complete such liquidation (currently anticipated to be no more than approximately $15,000) and not to seek repayment for such expenses.

 

•

If the Merger is not consummated, Lazard Capital Markets and Morgan Stanley will not receive their deferred underwriting discounts and commissions (which are subject to reduction upon consummation of the Merger as described herein) in connection with our initial public offering.

Actions that May Be Taken to Secure Approval of Our Stockholders

If holders of 30% or more of our Public Shares vote against the Merger Proposal (or, if the Pre-Closing Charter Amendment Proposal is approved, vote for or against the Merger Proposal) and seek conversion of their Public Shares into a pro rata portion of our trust account in accordance with our charter, we will not be permitted

 

to consummate the Merger, even if the required vote for the Merger Proposal is received. Although there is no current intention to do so, to preclude such possibility, we, our founders, Select Staffing and/or our or their respective affiliates may negotiate agreements to provide for the purchase of Public Shares from certain holders who indicate their intention to vote against the Merger Proposal and seek conversion or otherwise wish to sell their Public Shares. Agreements of such nature would only be entered into and effected at a time when we, our founders, Select Staffing and/or our or their respective affiliates are not aware of any material nonpublic information regarding us, our securities or Select Staffing. Definitive arrangements have not yet been determined but might include:

 

•

agreements between us and certain holders of Public Shares pursuant to which we would agree to purchase Public Shares from such holders immediately after the closing of the Merger for the price and fees specified in the agreements; or

 

•

agreements with third parties to be identified pursuant to which the third parties would purchase Public Shares during the period beginning on the date that we file our definitive proxy statement. Such agreements would also provide for us, immediately after the closing of the Merger, to purchase from the third parties all of the Public Shares purchased by them for the price and fees specified in the agreements.

As a result of the purchases that may be effected through such agreements, it is likely that immediately after the Merger the number of shares of our common stock in our public float will be reduced and that the number of beneficial holders of our securities also will be reduced from what it would have been if we did not purchase Public Shares in this manner.

Purchases pursuant to such agreements ultimately paid for with funds originating from our trust account would reduce the funds available to us after the Merger for repaying outstanding Select Staffing indebtedness and for working capital and general corporate purposes. Nevertheless, in all events there will be sufficient funds available to us from our trust account to pay the holders of all Public Shares that are properly converted in connection with the Merger Proposal vote.

Any such purchases would have the effect of increasing the likelihood that the Merger Proposal would be approved. In the event any such purchases are made by us, the number of our outstanding shares would be reduced by the number of shares we purchase.

It is possible that the special meeting of stockholders could be adjourned or postponed to provide time to seek out and negotiate such transactions if, at the time of the meeting, it appears that the requisite vote to approve the Merger Proposal will not be obtained, assuming that the Stockholder Adjournment Proposal is approved. Also, under Delaware law, our board of directors may postpone the special meeting of stockholders at any time prior to it being called in order to provide time to seek out and negotiate such transactions. In no event will we adjourn or postpone the special meeting of stockholders or consummate the Merger beyond the date by which we may properly do so under our charter and Delaware law.

As of the date of this proxy statement, no agreements to such effect have been entered into with any such investor or holder. In the event that any agreements are entered into or any purchases of our common stock are made by us, our founders, Select Staffing or any of our or their respective affiliates after the mailing of this proxy statement to stockholders but prior to the special meeting of our stockholders, we will file a Current Report on Form 8-K within four business days of entering into any such agreements or making any such purchases or otherwise prior to the special meeting of stockholders. Any such report will include descriptions of the agreements entered into or significant purchases by any of the aforementioned persons. If members of our board of directors or officers make purchases pursuant to such arrangements, they will be required to report these purchases on beneficial ownership reports filed with the SEC within two business days of such transactions.

 

Despite our obligation to report any such purchases, stockholders may not have time to consider the impact of any such purchases prior to submitting a proxy (or if a proxy has already been submitted, may not have time to revoke or change such proxy).

See the section entitled “ Proposals to be Considered by Atlas Stockholders — The Merger Proposal — Actions that May be Taken to Secure Approval of Our Stockholders .”

Potential Rescission Rights and Damages Claims

You should be aware that because our initial public offering prospectus did not disclose that we may seek to amend our charter to extend conversion rights to holders of Public Shares who vote in favor of a “Business Combination,” that we may seek to amend the terms of the warrant agreement governing our warrants to provide for the conversion of all of our warrants into shares of our common stock, or that we may use funds in the trust account to secure approval of the stockholder proposals as discussed in this proxy statement, each purchaser of our securities in our initial public offering may have securities law claims against us for rescission (under which a successful claimant has the right to receive the total amount paid for his or her securities pursuant to an allegedly deficient prospectus, plus interest and less any income earned on the securities, in exchange for surrender of the securities) or damages (compensation for loss on an investment caused by alleged material misrepresentations or omissions in the sale of a security). Rescission and damages claims would not necessarily be finally adjudicated by the time the proposed Merger with Select Staffing may be completed, and such claims would not be extinguished by consummation of the Merger. Such claims may entitle stockholders asserting them to more than the pro rata share of the trust account to which they are entitled upon conversion or liquidation, as well as punitive damages.

Even if you do not pursue such claims, others may. If they do, holders of such claims, who may include all stockholders who purchased securities issued in our initial public offering, might seek to have the claims satisfied from funds in the trust account. If proposing the pre-closing charter amendment, proposing the conversion of our outstanding warrants into shares of our common stock, or the use of trust funds to secure approval of the stockholder proposals results in us incurring material liability as a result of potential securities law claims, the trust account could be depleted to the extent of any judgments arising from such claims, together with any expenses related to defending such claims that are not fully indemnified. A consequence might be that the amount being held in the trust account is diminished. We cannot predict whether stockholders will bring such claims, how many might bring them or the extent to which they might be successful. Moreover, attendant litigation could result in a delay in payments to stockholders of trust account funds on conversion or liquidation.

Regulatory Matters

The Merger and the other transactions contemplated by the Merger Agreement are not subject to any additional federal or state regulatory requirements or approvals, except for filings with the states of California and Delaware necessary to effectuate the Merger and the amendments to our charter contemplated by the Pre-Closing Charter Amendment Proposal, the Post-Closing Charter Amendment Proposal and the Cumulative Voting Proposal.

The Merger Agreement

The Merger Agreement is attached as Annex A to this proxy statement. You are encouraged to read the Merger Agreement in its entirety.

 

The Post-Closing Charter Amendment Proposal

We are seeking your approval to amend our current charter to:

 

•

change our corporate name from “Atlas Acquisition Holdings Corp.” to “Select Staffing, Inc.” because our name should reflect the business combination with Select Staffing;

 

•

change our limited corporate existence to perpetual, which is the typical period of existence for corporations;

 

•

delete certain provisions that are specific to blank check companies that will no longer be applicable to us after the Merger; and

 

•

make certain other changes that our board of directors believes are immaterial.

Pursuant to the Merger Agreement, approval of the Post-Closing Charter Amendment Proposal is a condition to the consummation of the Merger. If the Merger Proposal is not approved, the Post-Closing Charter Amendment Proposal will not be presented at the special meeting. See the section entitled “ Proposals to be Considered by Atlas Stockholders — The Post-Closing Charter Amendment Proposal ” for additional information about the Post-Closing Charter Amendment Proposal.

The Cumulative Voting Proposal

We are seeking your approval to amend our current charter to provide for cumulative voting in the election of directors. Cumulative voting in the election of directors will enhance our stockholders’ ability to elect a single director or a small number of directors, thus increasing their ability to have a voice on our board even when they lack the voting power to affect a change-in-control or other major decisions. As a result, cumulative voting safeguards minority stockholder interests and may therefore bring independent perspectives to our board decisions.

The Cumulative Voting Proposal is not a condition to the consummation of the Merger. If the Merger Proposal is not approved, the Cumulative Voting Proposal will not be presented at the special meeting. See the section entitled “ Proposals to be Considered by Atlas Stockholders — The Cumulative Voting Proposal ” for additional information about the Cumulative Voting Proposal.

The Director Election Proposal

At the special meeting of stockholders, eight directors will be elected to our board of directors, conditioned upon consummation of the Merger. Upon consummation of the Merger, if management’s nominees are elected, the directors of our company will be as follows:

D. Stephen Sorensen

Stephen L. Bradford

Gaurav V. Burman

James N. Hauslein

Dayton R. Judd

George L. Pita

Donald K. Rice

Paul J. Sorensen

For biographical summaries of these nominees, see the section entitled “ Management Following the Merger .”

 

If the Merger Proposal is not approved, the Director Election Proposal will not be presented at the special meeting. See the section entitled “ Proposals to be Considered by Atlas Stockholders — The Director Election Proposal ” for more information about the Director Election Proposal.

The Incentive Plan Proposal

We are seeking your approval of our 2009 Omnibus Stock Incentive Plan, which has been approved by our board of directors subject to approval and consummation of the Merger and further subject to approval by our stockholders.

The purposes of the Incentive Plan are to provide incentives to selected employees, directors, independent contractors, and consultants of our company or our affiliates, and to attract and retain competent and dedicated persons whose efforts will result in the long-term growth of our company.

If the Merger Proposal is not approved, the Incentive Plan Proposal will not be presented at the special meeting. See the section entitled “ Proposals to be Considered by Atlas Stockholders — The Incentive Plan Proposal ” for more information about the Incentive Plan Proposal.

The Stockholder Adjournment Proposal

If, based on the tabulated vote, there are not sufficient votes at the time of the special meeting of stockholders to approve the Pre-Closing Charter Amendment Proposal, permit us to consummate the Merger (because either the Merger Proposal is not approved by the requisite vote of holders of our common stock or 30% or more of the holders of our Public Shares have indicated that they will properly exercise their conversion rights), approve the Post-Closing Charter Amendment Proposal, approve the Cumulative Voting Proposal, approve the Director Election Proposal or approve the Incentive Plan Proposal, the Stockholder Adjournment Proposal allows our board of directors to adjourn or postpone the special meeting of stockholders to a later date or dates, if necessary, to permit further solicitation of proxies. See the section entitled “ Proposals to be Considered by Atlas Stockholders — The Stockholder Adjournment Proposal ” for additional information.

The Special Meeting of Warrantholders

and the Special Meeting of Stockholders

Vote of Our Founders

As of the record date for the special meetings, our founders owned 20% of our outstanding shares of common stock, which reflects 5,000,000 initial shares purchased prior to our initial public offering. Our founders do not own any Public Shares. Certain of our founders also own warrants to purchase 6,900,000 shares, 5,800,000 of which were insider warrants purchased prior to our initial public offering and 1,100,000 of which were subsequently purchased in open market transactions.

Upon consummation of the Merger, our founders have agreed to forfeit an aggregate of 1,000,000 of their initial shares, constituting 4% of our outstanding shares of common stock. The shares of common stock forfeited by our founders will be returned to our company and held as treasury shares.

In connection with our initial public offering, each of our founders have agreed to vote his or its initial shares with respect to the Merger Proposal in accordance with the majority of the votes cast by the holders of Public Shares on that proposal, and to vote any shares acquired after our initial public offering in favor of the

 

Merger Proposal. The vote of their initial shares will have no effect on the Merger Proposal because approval of that proposal requires the affirmative vote of a majority of our Public Shares. None of our founders, Select Staffing or any of Select Staffing’s affiliates have purchased any Public Shares. In addition, each of our founders intends to vote his or its warrants in favor of the Warrant Conversion Proposal.

Date, Time and Place of Special Meetings

The special meeting of warrantholders will be held at 10:00 a.m., Eastern time, and the special meeting if stockholder will be held at 10:30 a.m., Eastern time, on February 12, 2010, at the offices of Greenberg Traurig, LLP, MetLife Building, 200 Park Avenue, New York, New York 10166, or such other date, time and place to which either or both such meetings may be adjourned or postponed, to consider and vote upon the proposals.

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the special meeting of warrantholders or the special meeting of stockholders, as the case may be, if you owned warrants or shares of our common stock at the close of business on January 15, 2010, which is the record date for the special meeting of warrantholders and the special meeting of stockholders. You are entitled to one vote for each warrant that you owned on the close of business on the record date, and one vote for each share of common stock that you owned at the close of business on the record date. If your shares or warrants are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares or warrants you beneficially own are properly counted. Our warrants do not have voting rights other than with respect to the Warrant Conversion Proposal and the Warrantholder Adjournment Proposal. On the record date, there were 25,000,000 shares of our common stock outstanding, 20,000,000 of which are Public Shares and 5,000,000 of which are initial shares. On the record date, there were 25,800,000 warrants outstanding, 18,900,000 of which were held by the public and 6,900,000 of which were held by our founders.

Quorum and Required Vote for Warrantholder Proposals

A quorum of our warrantholders is necessary to hold a valid meeting. A quorum will be present at the special meeting of warrantholders if a majority of the outstanding warrants entitled to vote is represented in person or by proxy. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum.

Approval of the Warrant Conversion Proposal requires the affirmative vote of holders of a majority of the warrants outstanding as of the record date.

Approval of the Warrantholder Adjournment Proposal requires the affirmative vote of the holders of a majority of the warrants represented in person or by proxy and entitled to vote thereon at the special meeting of warrantholders.

Abstentions are considered present for the purposes of establishing a quorum but will have the same effect as a vote “AGAINST” the Warrant Conversion Proposal and the Warrantholder Adjournment Proposal. Broker non-votes, while considered present for the purposes of establishing a quorum, will have the same affect as a vote “AGAINST” the Warrant Conversion Proposal and will have no effect on the Warrantholder Adjournment Proposal.

Quorum and Required Vote for Stockholder Proposals

A quorum of our stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting of stockholders if a majority of the common stock outstanding and entitled to vote at the special meeting

 

of stockholders is represented in person or by proxy. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum.

Approval of the Pre-Closing Charter Amendment Proposal requires the affirmative vote of a majority of the issued and outstanding shares of our common stock as of the record date.

Approval of the Merger Proposal requires the affirmative vote of a majority of our Public Shares. The Merger will not be consummated if holders of 30% or more of our Public Shares (6,000,000 shares or more) vote against the Merger Proposal (or, if the Pre-Closing Charter Amendment Proposal is approved, vote for or against the Merger Proposal) and properly demand conversion of their Public Shares into a pro rata portion of our trust account. Please note that you cannot seek conversion of your Public Shares unless you vote against the Merger Proposal; provided, however, that if the Pre-Closing Charter Amendment Proposal is approved, you may seek conversion of your Public Shares if you vote for or against the Merger Proposal.

Approval of the Post-Closing Charter Amendment Proposal and the Cumulative Voting Proposal requires the affirmative vote of a majority of the issued and outstanding shares of our common stock as of the record date.

Approval of the Director Election Proposal requires a plurality vote of the shares of our common stock represented in person or by proxy and entitled to vote thereon at the special meeting of stockholders. “Plurality” means that the individuals who receive more votes cast “FOR” their election than “AGAINST” are elected as directors. Consequently, any shares not voted “FOR” a particular nominee (whether as a result of abstentions, a direction to withhold authority or a broker non-vote) will not be counted for or against the nominee.

Approval of the Incentive Plan Proposal requires the affirmative vote of the holders of a majority of the shares of our common stock represented in person or by proxy and entitled to vote thereon at the special meeting of stockholders.

Approval of the Stockholder Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of our common stock represented in person or by proxy and entitled to vote thereon at the special meeting of stockholders.

Abstentions are considered present for purposes of establishing a quorum but will have the same effect as a vote “AGAINST” the Pre-Closing Charter Amendment Proposal, the Merger Proposal, the Post-Closing Charter Amendment Proposal, the Cumulative Voting Proposal, the Incentive Plan Proposal and the Stockholder Adjournment Proposal. Broker non-votes will have the same effect as a vote “AGAINST” the Pre-Closing Charter Amendment Proposal, the Merger Proposal, the Post-Closing Charter Amendment Proposal and the Cumulative Voting Proposal, and will have no effect on the remaining proposals presented to the stockholders.

Recommendation to Atlas Warrantholders

Our board of directors unanimously recommends that our warrantholders vote “FOR” each of the Warrant Conversion Proposal and the Warrantholder Adjournment Proposal.

Recommendation to Atlas Stockholders

Our board of directors unanimously recommends that our stockholders vote “FOR” each of the Pre-Closing Charter Amendment Proposal, the Merger Proposal, the Post-Closing Charter Amendment Proposal, the Director Election Proposal, the Incentive Plan Proposal and the Stockholder Adjournment Proposal.

Risk Factors

In evaluating the proposals set forth in this proxy statement, you should carefully read this proxy statement, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors.”

 

Selected Historical Consolidated Financial Information

of Select Staffing

Select Staffing is providing the following selected historical consolidated financial information to assist you in your analysis of the financial aspects of the Merger.

The selected historical consolidated financial data below for each of the five years in the period ended December 28, 2008 are derived from the audited consolidated financial statements of Select Staffing and its subsidiaries. The consolidated financial statements as of and for the years ended December 30, 2007 and December 31, 2006 have been audited by Simon & Edward, LLP, registered independent public accounting firm, and those as of and for the year ended December 28, 2008 have been audited by BDO Seidman, LLP, registered independent public accounting firm, and are included elsewhere in this proxy statement. The consolidated financial statements of Select Staffing and its subsidiaries as of and for the years ended December 25, 2005 and December 26, 2004 are not included in this proxy statement. The summary historical financial data for each of the interim periods ended October 4, 2009 and October 5, 2008 are derived from the unaudited condensed consolidated financial statements of Select Staffing included elsewhere in this proxy statement. Such unaudited condensed consolidated financial statements, in the opinion of Select Staffing’s management, include all adjustments (consisting of normal recurring adjustments, except for impairment of goodwill and customer relationships as disclosed in note 4 to the unaudited condensed consolidated financial statements) necessary for the fair presentation of Select Staffing’s financial condition, results of operations and cash flows for such periods and as of such dates.

You should read the following audited and unaudited summary historical financial data of Select Staffing in conjunction with the information set forth in the sections entitled “Unaudited Pro Forma Condensed Combined Financial Statements,” and “Select Staffing Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as Select Staffing’s historical financial statements and other financial information appearing elsewhere in this proxy statement.

Select Staffing’s results of operations for the interim period ended October 4, 2009 include the results of operations of Westaff, Inc., which Select Staffing acquired on March 19, 2009. Select Staffing’s results of operations for the year ended December 28, 2008 reflect the results of operations of Resolve Staffing, Inc., substantially all of the assets of which were acquired on February 8, 2008, and East-West Staffing, LLC, which Select Staffing acquired on December 26, 2008. Select Staffing’s results of operations for the year ended December 30, 2007 included the results of operations of Ablest, Inc., which Select Staffing acquired on June 8, 2007, and Tandem Staffing Solutions, Inc., which Select Staffing acquired on October 1, 2007. For additional information regarding Select Staffing’s acquisitions, see the section entitled “Business of Select Staffing — Acquisitions. ”

 

		Interim Period Ended								Year Ended
		October 4, 2009 (1)				October 5, 2008 (1)				December 28, 2008 (2)				December 30, 2007 (2)				December 31, 2006 (2)				December 25, 2005 (2)				December 26, 2004
										(Dollars in thousands)
Selected Statement of Operations Data:
Revenues		$	1,087,935			$	1,117,540			$	1,445,490			$	1,265,584			$	856,973			$	510,243			$	411,492
Cost of revenues (exclusive of depreciation and amortization included below)			902,287				913,733				1,177,623				1,026,866				690,127				429,278				345,645
Gross profit			185,648				203,807				267,867				238,718				166,846				80,965				65,847
Operating expenses
Franchise licensees’ share of gross profit			18,722				17,982				22,770				25,512				14,036				—				—
Selling and administrative expenses			119,791				136,710				173,407				160,278				92,887				55,509				55,887
Impairment of goodwill, intangibles and other long-lived assets			13,684				—				38,350				7,000				—				—				—
Depreciation and amortization			22,048				17,349				25,283				20,405				16,140				4,001				1,866
Total operating expenses			174,245				172,041				259,810				213,195				123,063				59,510				57,753
Income from operations			11,403				31,766				8,057				25,523				43,783				21,455				8,094
Other, net			(1,234	)			—				(892	)			—				(440	)			1,650				954
Interest expense			(27,342	)			(30,138	)			(39,928	)			(48,243	)			(25,822	)			(6,891	)			(3,594	)
Interest income			2,010				2,867				3,805				1,991				244				542				507
(Loss) income before benefit for income taxes			(15,163	)			4,495				(28,958	)			(20,729	)			17,765				16,631				5,841
Net (loss) income			(7,392	)			17,399				(16,087	)			(17,926	)			19,382				14,059				8,808
Net (loss) income per share		$	(7.00	)		$	16.48			$	(15.23	)		$	(16.97	)		$	18.35			$	13.31			$	8.34
Cash dividends declared per common share			5.57				4.54				8.76				9.58				8.14				4.55				3.34

 

		Interim Period Ended								Year Ended
		October 4, 2009 (1)				October 5, 2008 (1)				December 28, 2008 (2)				December 30, 2007 (2)				December 31, 2006 (2)				December 25, 2005 (2)				December 26, 2004
										(Dollars in thousands)
Selected Statement of Cash Flows Data:
Net cash provided by (used in):
Operating activities		$	14,104			$	17,154			$	52,446			$	(6,105	)		$	39,147			$	11,673			$	12,326
Investing activities			(51,928	)			(32,097	)			(53,020	)			(134,667	)			(174,198	)			(22,178	)			(12,740	)
Financing activities			37,644				13,521				(722	)			142,551				135,749				10,414				396
Selected Balance Sheet Data (end of period):
Cash and cash equivalents		$	1,291			$	1,344			$	1,471			$	2,767			$	988			$	75			$	166
Working capital (3)			28,984				65,290				60,791				90,192				37,832				885				1,210
Total assets			614,214				561,384				553,399				566,918				375,605				124,048				89,518
Long-term debt			509,713				470,796				474,131				454,715				213,528				56,461				10,196
Total liabilities			756,859				657,051				661,228				664,166				375,694				131,655				79,647
Total shareholders’ equity (deficit)			(142,645	)			(95,667	)			(107,829	)			(97,248	)			(88	)			(10,769	)			9,871

 

(1)	The interim period ended October 4, 2009 reflects Select Staffing’s results of operations for the period from December 29, 2008 to October 4, 2009 and the interim period ended October 5, 2008 reflects Select Staffing’s results of operations for the period from December 31, 2007 to October 5, 2008.

(2)	As restated.

(3)	Working capital is calculated as total current assets less total current liabilities.

 

Selected Historical Financial Information of Atlas

We are providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Merger.

The following tables set forth selected historical financial information derived from our audited and unaudited financial statements included elsewhere in this proxy statement. The following data should be read in conjunction with the information set forth in the sections entitled “Unaudited Pro Forma Condensed Combined Financial Statements,” and “Atlas Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as our historical financial statements and other financial information included elsewhere in this proxy statement.

 

		Nine Months Ended September 30,								Year Ended December 31, 2008				Period September 6, 2007 (date of inception) to December 31, 2007
		2009				2008
		(In thousands, except per share amounts)
Selected Operating Data:
Operating expenses
General and administrative costs		$	1,072			$	591			$	831			$	10
Loss from operations			(1,072	)			(591	)			(831	)			(10	)
Other income (expense)
Interest income			303				2,154				2,470				—
Interest expense			—				(1	)			(1	)			(2	)
Income (loss) before provision for income taxes			(769	)			1,562				1,639				(12	)
Provision for (benefit from) income taxes			(263	)			526				553				—
Net income (loss) for the period		$	(506	)		$	1,036			$	1,086			$	(12	)
Weighted average number of common shares outstanding (not subject to possible conversion):
Basic			19,000				17,721				18,076				5,750
Diluted			19,000				23,133				23,467				5,750
Net income (loss) per common share not subject to possible conversion:
Basic		$	(0.03	)		$	0.06			$	0.06			$	(0.00	)
Diluted		$	(0.03	)		$	0.04			$	0.05			$	(0.00	)
Maximum number of common shares subject to possible conversion:
Weighted average number of shares			6,000				5,365				5,540				—
Net income (loss) per common share subject to possible conversion, basic and diluted		$	—			$	—			$	—			$	—
		September 30, 2009								December 31, 2008
Selected Balance Sheet Data:
Total current assets equivalents		$	111							$	1,077
Investments held in Trust			200,046								200,069
Working capital			92								895
Total assets			200,713								201,381
Common stock, subject to possible conversion			60,000								60,000

 

Summary Unaudited Pro Forma

Condensed Combined Financial Information

The following summary unaudited pro forma condensed combined financial information should be read in connection with the Unaudited Pro Forma Condensed Combined Financial Statements and related notes included elsewhere in this proxy statement. The historical financial information set forth below has been derived from, and is qualified by reference to, the financial statements of Atlas and Select Staffing and should be read in conjunction with those financial statements and notes thereto included elsewhere in this proxy statement. The summary unaudited pro forma condensed combined balance sheet presents Atlas’ financial position as if the transactions described in the “ Unaudited Pro Forma Condensed Combined Financial Statements ,” including the notes thereto, had occurred on September 30, 2009. The summary unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2009 and for the year ended December 31, 2008 present Atlas’ results of operations as if the transactions described in the “ Unaudited Pro Forma Condensed Combined Financial Statements ,” including the notes thereto, had occurred as of January 1, 2008. This information is presented for illustrative purposes only and is not necessarily indicative of the financial condition or results of operations of future periods or the financial condition or results of operations that actually would have been realized had the entities been a single company during these periods.

The table has been prepared using two different assumed levels of approval of the acquisition by Atlas stockholders, as follows: (1) maximum approval, which assumes that none of our stockholders exercise their right to demand that their Public Shares be converted into a pro rata portion of our trust account; and (2) minimum approval, which assumes that Atlas stockholders holding 5,999,999 of our Public Shares exercise their conversion rights.

 

		Nine Months Ended September 30, 2009								Year Ended December 31, 2008
		Maximum Approval				Minimum Approval				Maximum Approval				Minimum Approval
		(In thousands, except per share amounts)
Pro Forma Statement of Operations Data: *
Income (loss) before income taxes		$	(15,411	)		$	(16,382	)		$	(51,640	)		$	(52,832	)
Income tax (benefit)			(1,630	)			(2,001	)			1,217				761
Net (loss)		$	(13,781	)		$	(14,381	)		$	(52,857	)		$	(53,593	)
Less undistributed loss attributable to preferred stockholders			(1,847	)			(2,149	)			(7,085	)			(8,010	)
Net (loss) attributable to common stockholders		$	(11,934	)		$	(12,232	)		$	(45,772	)		$	(45,583	)
Basic and diluted net loss per common share		$	(0.24	)		$	(0.28	)		$	(0.91	)		$	(1.03	)
Shares used in computing basic and diluted net loss per common share			50,390				44,390				50,390				44,390
Pro Forma Balance Sheet Data (at period end):**
Cash and cash equivalents		$	24,754			$	—
Working capital		$	99,447			$	57,132
Total assets		$	658,250			$	633,496
Total debt		$	364,874			$	379,874
Stockholders’ equity (deficit)		$	50,288			$	(7,027	)

 

*

The summary unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2009 is derived from Atlas’ unaudited historical statement of operations for the nine months ended September 30, 2009 and Koosharem’s unaudited historical statement of operations for the interim period ended October 4, 2009.

**	The summary unaudited pro forma condensed combined balance sheet as of September 30, 2009 is based upon Atlas’ unaudited historical balance sheet as of September 30, 2009 and Koosharem’s unaudited historical balance sheet as of October 4, 2009.

See “Unaudited Pro Forma Condensed Combined Financial Statements” for further information.