Document

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (check one).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

This Registration Statement on Form S-8 is filed by BGSF, Inc. (the “Company”), to register an additional 250,000 shares of common stock, $0.01 par value per share ("Common Stock"), for issuance pursuant to the BGSF, Inc. 2013 Long-Term Incentive Plan (the “Plan”). The Plan was described in the Company’s definitive Proxy Statement for the Company’s 2023 Annual Meeting of Stockholders held on August 9, 2023 and an amendment to add the additional shares to the Plan was approved by the Company’s stockholders at that meeting.

The 250,000 shares being registered hereby are in addition to the shares of Common Stock registered by the Company’s prior registration statements on Form S-8 (the “Prior Registration Statements”) filed on December 8, 2020 (File No. 333-251192), June 20, 2017 (File No. 333-218869), and December 20, 2013 (File No. 333-193014). The contents of the Prior Registration Statements are incorporated by reference herein except as otherwise amended or superseded hereby. After giving effect to the additional shares registered under this Registration Statement, the aggregate number of shares registered for issuance under the Plan will be 1,650,000.

Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, the following documents have been filed by the Company with the Securities and Exchange Commission (the “Commission”) and are incorporated by reference into this Registration Statement and will be deemed to be a part hereof:



(a)			the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 2023, filed with the Commission on March 16, 2023;

(b)			the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2023 filed with the Commission on May 11, 2023;

(c)			the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 2, 2023 filed with the Commission on August 9, 2023;

(d)			the Company’s Current Reports on Form 8-K (or amendments thereto) filed with the Commission on March 9, 2023, April 20, 2023, April 26, 2023, May 9, 2023, May 25, 2023, and August 14, 2023; and

(e)			the description of the Company’s common stock, par value $0.01 per share, contained in the Company’s Registration Statement on Form 8-A (File No. 001-36704), filed with the SEC on November 12, 2019 (including any amendments or reports filed for the purpose of updating such description).

Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall also be deemed to be incorporated by reference herein and to be a part hereof from the dates of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statements so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.



4.1		Certificate of Incorporation of BG Staffing, Inc. (incorporated by reference from Amendment No. 2 to the Company’s registration statement on Form S-1 (File No. 333-191683) filed on November 4, 2013)
4.2		Certificate of Amendment to Certificate of Incorporation of BGSF, Inc. (incorporated by reference from the registrant’s Current Report on Form 8-K filed on February 12, 2021)
4.3		Bylaws of BG Staffing, Inc. (incorporated by reference from Amendment No. 2 to the Company’s registration statement on Form S-1 (File No. 333-191683) filed on November 4, 2013)
4.4		Form of Common Stock Certificate (incorporated by reference from Amendment No. 1 to the Company’s registration statement on Form S-1 (File No. 333-191683) filed on October 28, 2013)
4.5		BGSF, Inc. 2013 Long-Term Incentive Plan, as amended (filed as Annex A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on June 20, 2023 and incorporated herein by reference)
5.1*		Opinion of Norton Rose Fulbright US LLP
23.1*		Consent of Counsel (contained in Exhibit 5.1)
23.2*		Consent of Independent Registered Public Accounting Firm (Whitley Penn LLP)
24.1*		Power of Attorney (included on signature page)
107*		Filing Fee Table

	*	Filed herewith.

The Registrant. Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plano, State of Texas, on September 29, 2023.

Each person whose signature appears below hereby appoints Beth Garvey and John R. Barnett, and each of them, his or her true and lawful attorney-in-fact with full power of substitution or re-substitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments, including post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.


NAME			DATE
/s/ Beth Garvey
Beth Garvey Chair, President and Chief Executive Officer (Principal Executive Officer)			September 29, 2023
/s/ John R. Barnett
John R. Barnett Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)			September 29, 2023
/s/ C. David Allen, Jr.
C. David Allen, Jr. Director			September 29, 2023
/s/ Richard L. Baum, Jr.
Richard L. Baum, Jr. Director			September 29, 2023
/s/ Donna Carroll
Donna Carroll Director			September 29, 2023
/s/ Douglas E. Hailey
Douglas E. Hailey Director			September 29, 2023
/s/ Cynthia Marshall
Cynthia Marshall Director			September 29, 2023
/s/ Paul A. Seid
Paul A. Seid Director			September 29, 2023

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered(1)

Proposed Maximum Offering Price Per Share

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Equity

Common Stock, $0.01 par value per share

Reserved for future issuance under the BGSF, Inc. 2013 Long-Term Incentive Plan

Rule 457(c) and Rule 457(h)

250,000(2)

$9.68 (3)

$2,420,000

0.0001102

$266.68

Total Offering Amounts

$2,420,000

$266.68

Total Fee Offsets

Net Fee Due

$266.68



(1)			Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 (this “Registration Statement”) shall also cover an additional indeterminable number of shares of common stock which become issuable under the BGSF, Inc. 2013 Long-Term Incentive Plan, as amended (the “Plan”), by reason of any future stock dividend, stock split, recapitalization, or other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of common stock.
(2)			Additional shares of common stock authorized for issuance pursuant to awards made under the Plan as a result of a recent amendment to the Plan.
(3)			Estimated in accordance with Rules 457(c) and 457(h) solely for purposes of calculating the registration fee. The proposed maximum offering price per share and the proposed maximum aggregate offering price are based on the average of the $9.75 (high) and $9.60 (low) sales prices of the registrant’s common stock as reported on the New York Stock Exchange on September 25, 2023, which date is within five business days prior to filing this Registration Statement.

We have acted as counsel to BGSF, Inc., a Delaware corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of 250,000 shares of the Company’s common stock, $0.01 par value per share (the “Shares”), that are reserved for issuance under the Company’s 2013 Long-Term Incentive Plan, as amended (the “Plan”), as described in the Company’s Registration Statement on Form S-8 (as may subsequently be amended, the “Registration Statement”).

In connection with the foregoing, we have examined the Plan and originals or copies of corporate records of the Company, certificates and other communications of public officials, certificates of officers of the Company, and such other documents as we have deemed relevant or necessary for the purpose of rendering the opinions expressed herein. As to questions of fact material to those opinions, we have, to the extent we deemed appropriate, relied on certificates of officers of the Company and on certificates and other communications of public officials. We have assumed the genuineness of all signatures on, and the authenticity of, all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as copies thereof, the due authorization, execution, and delivery by the parties thereto other than the Company of all documents examined by us, and the legal capacity of each individual who signed any of those documents. For purposes of the opinions set forth below, we have further assumed that no event occurs that causes the number of authorized shares of the Company’s common stock, $0.01 par value per share, available for issuance by the Company to be less than the number of then unissued Shares.

Norton Rose Fulbright US LLP is a limited liability partnership registered under the laws of Texas. 37443807.1

Norton Rose Fulbright US LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose Fulbright South Africa Inc are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients. Details of each entity, with certain regulatory information, are available at nortonrosefulbright.com.

The opinions expressed herein are limited exclusively to the applicable provisions of, respectively, the Delaware Constitution and the General Corporation Law of the State of Delaware, and reported judicial interpretations of such laws, in each case as currently in effect, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the reference to this Firm wherever it appears in the Registration Statement. This consent is not to be construed as an admission that we are a party whose consent is required to be filed with the Registration Statement under the provisions of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

We consent to the incorporation by reference in this Registration Statement on Form S-8 of BGSF, Inc. of our report dated March 15, 2023, relating to the consolidated financial statements and our report dated March 15, 2023, relating to the effectiveness of internal control over financial reporting appearing in the Annual Report on Form 10-K of BGSF, Inc. for the year ended January 01, 2023.



Delaware			26-0656684
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)


			BGSF, INC.

			By:			/s/ Beth Garvey
			Name:			Beth Garvey
			Title:			Chair, President and Chief Executive Officer


Item 3.			Incorporation of Documents by Reference.