Friday, June 01, 2007

Mirabilis Staffing Firms Sell Off Assets

Mirabilis staffing firms sell off assets

---Pennsylvania-based ClearPoint Business Resources has agreed to acquire the contracts.
---Jim Leusner
---Sentinel Staff Writer

---April 4, 2007

---A Pennsylvania staffing company has agreed to buy the customer contracts from three professional employer organizations affiliated with Orlando-based Mirabilis Ventures Inc.

---ClearPoint Business Resources Inc. of Chalfont, Pa., signed a letter of intent on March 29 to buy assets for an undisclosed amount from The Human Resource Enterprise Corp., a Mirabilis entity.

---According to a ClearPoint news release, the assets to be acquired will be transferred from National Med-Staff Inc.; AEM Inc., which does business as MirabilisHR; and Paradyme Inc. All three of those staffing companies have had ties to Mirabilis Ventures, Mirabilis-related companies or entities involving Mirabilis founder Frank L. Amodeo of Orlando.

---The ClearPoint deal, contingent on a 45-day due-diligence period, came just as workers-compensation insurance for Mirabilis' companies was due to expire last Monday. ClearPoint's news release and a March 30 notice sent to MirabilisHR clients said the insurance has been extended through Aug. 1.

---ClearPoint and the Mirabilis companies are also known as "professional employer organizations," or PEOs. They handle payroll, employee benefits and workers-compensation claims for client companies that want to outsource such human-resources functions.

---The ClearPoint news release said the final deal will involve a swap of ClearPoint common stock and "minimum cash," though it could include deferred cash payments depending on how the purchased businesses perform.

---ClearPoint President Chris Ferguson would not comment on the deal Monday, citing U.S. Securities and Exchange Commission rules on pending acquisitions. The company trades on the Nasdaq Capital Market, formerly known as the SmallCap market.

---Dan Cence, a Boston-based Mirabilis Ventures spokesman, said MirabilisHR was "excited" about the "partnership" with ClearPoint, which will "allow us to maintain and increase the support all of our trusted clients have come to know and rely upon." He would not disclose the number of customers involved in the transaction, but a ClearPoint news release from March 23 said AEM alone had more than 2,000.

---Cence said Mirabilis, a private-equity fund, was involved in the sale as a normal course of business in its venture-capital operations.

---The Sentinel disclosed on March 3 that a federal grand jury in Orlando was investigating Mirabilis Ventures and has subpoenaed records of several related PEOs, including AEM, MirabilisHR and Paradyme, back to 2004. The company also had layoffs at the end of last year and has been reorganizing and consolidating in the months since then.

---Cence and a lawyer for Amodeo confirmed the federal probe last month and said they had cooperated with requests for records from prosecutors.

---Former managers at Presidion Solutions -- another PEO with ties to Mirabilis Ventures, Amodeo or his related companies -- have said that Internal Revenue Service investigators questioned them about accounting and employee-tax collections, including more than $100 million in missing payroll taxes collected from client businesses nationwide.

---ClearPoint, formerly known as Mercer Staffing Inc., says it was founded in 2001. It says it has 140 employees and about 3,500 contract employees at its client companies.

---ClearPoint said in late February that it has acquired substantially all of the assets of a Maitland company, ALS LLC, and its subsidiaries, doing business as Advantage Services Group. It said the purchase of that company, a provider of customized labor software, set the stage for a push into the Florida market.

---Jim Leusner can be reached at 407-420-5411 or [email][/email].

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