UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

June 928, 2010

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

Commission File No. 001-31299

MEDICAL STAFFING NETWORK HOLDINGS, INC.

(Exact Name Of Company As Specified In Its Charter)

Delaware		65-0865171
(State Or Other Jurisdiction Of		(IRS Employer
(State Or Other Jurisdiction Of Incorporation Or Organization)		(IRS Employer Identification No.)
Incorporation Or Organization)		Identification No.)

901 Yamato Road, Suite 110

Boca Raton, Florida 33431

(Address Of Principal Executive Offices)

(561) 322-1300

(Company’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry Into a Material Definitive Agreement

On June 928, 2010, Medical Staffing Network Holdings, Inc. (the “Company”) and all of its wholly-owned subsidiaries, including Medical Staffing Network, Inc. and Medical Staffing Holdings, LLC, entered into a ~~Restructuring~~Third ~~Support~~Amendment to Forbearance Agreement (the “~~RSA~~Amendment”) with General Electric Capital Corporation (“GECC”), as administrative agent, and with ~~all~~the required percentage of the first lien lenders ~~(the “First Lien Lenders”)~~ under the Company’s Amended and Restated Credit Agreement dated March 12, 2009 (the “First Lien Credit Agreement”). ~~and~~Under ~~with~~the ~~95%~~Amendment, ofGECC, ~~the~~as ~~second~~agent, ~~lien~~and ~~lenders (~~the ~~“Second~~first ~~Lien~~lien ~~Lenders,”~~lenders ~~and~~have ~~collectively~~agreed ~~with~~to ~~the~~forbear ~~First~~from ~~Lien~~exercising ~~Lenders,~~default ~~the~~related ~~“Lenders”)~~rights ~~under~~and ~~the~~remedies ~~Company’s~~with ~~Amended~~respect ~~and~~to ~~Restated~~the ~~Second~~first ~~Lien~~lien ~~Credit~~debt ~~Agreement,~~until ~~dated March~~July 122, ~~2009~~2010, ~~(the~~unless a “~~Second~~Forbearance ~~Lien Credit Agreement~~Default,”). ~~The~~as ~~RSA lays~~defined ~~out~~in the ~~broad~~Second ~~terms~~Forbearance ofAgreement, anLimited Waiver ~~agreed-upon financial restructuring of the Company’s debt~~ and ~~equity~~Amendment ~~(including~~to ~~its~~Amended ~~common stock)~~ and ~~sets~~Restated ~~forth~~Credit ~~the~~Agreement ~~agreement~~entered ofinto ~~the~~between ~~Company and~~ the ~~Lenders~~above-named toparties ~~complete~~effective ~~the~~as ~~restructuring~~of April 7, as2010 ~~more~~occurs ~~particularly~~prior ~~set forth~~to inthat ~~the RSA~~date.

~~Under~~The Amendment also increases from $7 million to $9 million (at any one time outstanding) the ~~RSA,~~amount ~~and~~that ~~subject~~GECC may make available to the Company ~~terms~~for additional revolving loans if the Company needs liquidity assistance to meet its obligations as they come due (based on a cash flow schedule approved between the Company, GECC, as agent, and ~~conditions~~the ~~contained~~first ~~therein:~~lien lenders).

• The Company ~~will~~continues ~~file~~to ahave ~~voluntary~~discussions ~~petition~~with ~~for~~its ~~bankruptcy~~lenders ~~protection~~about the restructuring contemplated by the Restructuring Support Agreement (the “RSA”) among the Company and its subsidiaries, GECC, as administrative agent, all of the first lien lenders under ~~Chapter~~the 11First Lien Credit Agreement and more than 90% of ~~title~~the 11second lien lenders under the Company’s Amended and Restated Second Lien Credit Agreement, dated March 12, 2009. In that regard, it is currently anticipated that the definitive terms of the ~~United~~restructuring ~~States~~will ~~Code~~be more completely documented in a proposed Asset Purchase Agreement (the “APA”) and in a definitive credit agreement providing for a $15 million debtor-in-possession credit facility to be provided by GECC and the first lien lenders (the “~~Bankruptcy~~DIP ~~Code~~Facility”), which ~~filing~~definitive isagreements are expected to be entered ~~made~~into between the effective date of the RSA and the date on orwhich ~~before~~the ~~June~~Company 28files its voluntary petition under Chapter 11 (currently expected to be filed on July 2, 2010;).

•As Anpreviously ~~entity~~disclosed, tothe RSA provides a number of grounds on which the RSA may be ~~organized~~terminated, ~~and~~in ~~owned~~which byevent GECC and the ~~First~~first ~~Lien~~lien lenders ~~Lenders~~and second lien lenders will ~~enter~~no ~~into~~longer anbe ~~Asset~~obligated ~~Purchase~~to ~~Agreement~~support ~~(“APA”)~~the ~~with~~restructuring of the Company’s indebtedness, to ~~acquire~~provide ~~substantially~~the ~~all~~DIP Facility, or to proceed with the acquisition transaction. Further, the sale of the ~~assets~~Company’s assets and business ofto the ~~Company~~first inlien alenders ~~sale~~pursuant to ~~take~~the ~~place~~APA ~~under~~and ~~Section~~the ~~363~~terms of the ~~Bankruptcy~~DIP ~~Code,~~Facility ~~with~~will ~~the~~be ~~First~~subject ~~Lien~~to ~~Lenders~~approval ~~using~~by ~~their~~the ~~first~~Bankruptcy ~~lien~~Court. ~~debt~~As asa ~~consideration~~result, ~~for~~while the ~~purchase,~~Company ~~all~~expects ~~subject~~the restructuring to ~~bidding~~be ~~procedures~~completed ~~and~~in ~~“stalking~~accordance ~~horse”~~with ~~provisions~~the ~~(to~~terms of the RSA, there can be ~~included~~no inassurance that the ~~APA)~~definitive ~~that~~agreements referred to above will be ~~subject~~entered tointo ~~approval~~or bythat the ~~Bankruptcy~~restructuring ~~Court;~~will be successfully completed.

• GECC, as agent, and the First Lien Lenders, have agreed to provide the Company with a $15 million debtor-in-possession credit facility (the “DIP Facility”), which will be used to meet the Company’s working capital requirements and pay the costs associated with the restructuring (the terms of which are set forth in a DIP Facility term sheet attached to the RSA);

• The Second Lien Lenders have agreed to consent to the terms of the sale of the Company’s assets and business to the First Lien Lenders and, subject to the terms and conditions of the RSA, not to object to such sale transaction.

While certain terms of the restructuring are set forth in the RSA, it is anticipated that the definitive terms of the restructuring will be more completely documented in the APA and in a definitive credit agreement providing for the DIP Facility, which definitive agreements are expected to be entered into between the effective date of the RSA and the date on which the Company files its voluntary petition under Chapter 11. Further, the RSA provides a number of grounds on which the RSA may be terminated, in which event GECC and the Lenders will no longer be obligated to support the restructuring of the Company’s indebtedness, to provide the DIP Facility, or to proceed with the acquisition transaction. Finally, the sale of the Company’s assets and business to the First Lien Lenders pursuant to the APA and the terms of the DIP Facility will be subject to approval by the Bankruptcy Court. While the Company expects the restructuring to be completed in accordance with the terms of the RSA, there can be no assurance that the definitive agreements referred to above will be entered into or that the restructuring will be successfully completed.

A copy of the RSA is Exhibit 10.1 and a copy of the DIP Facility term sheet is Exhibit 10.2 to this Form 8-K, and the terms of the RSA and the DIP Facility term sheet are incorporated by reference into this Form 8-K. The above descriptions of the RSA and the DIP Facility term sheet are qualified in their entirety by reference to such documents.

Item 8.01 Other Events

Following the sale of the Company’s assets to the First Lien Lenders pursuant to the APA and the completion of the Company’s Chapter 11 proceeding, it is not anticipated that any value will be available for distribution to the holders of the Company’s common stock. In that regard, simultaneously with or shortly after the filing of the Chapter 11 petition, the Company intends to seek Bankruptcy Court approval to file a Form 15 with the Securities and Exchange Commission (the “SEC”) to voluntarily deregister its common stock under the Securities Exchange Act of 1934, as amended. The Company believes that it is eligible to deregister by filing a Form 15 because it has fewer than 300 holders of record of its common stock. Upon the filing of the Form 15, the Company’s obligation to file reports with the SEC, including Forms 10-K, 10-Q and 8-K, will immediately be suspended. The Company expects that the deregistration of its common stock will become effective 90 days after the date of filing of the Form 15 with the SEC. Further, the Company intends to delist its common stock from the OTCQX immediately following the filing of the Form 15. In that event, the Company expects, but cannot guarantee, that its common stock will continue to be quoted thereafter on the pink sheets, and there can also be no assurance that any brokerage firms will continue to make a market in the Company’s common stock following the deregistration and delisting of the common stock.

Item 9.01

Exhibits.

(d)

Exhibits

The following exhibits are filed as a part of this Current Report on Form 8-K:

Exhibit 10.1		Restructuring Support Agreement, dated June 9, 2010
Exhibit 10.2		DIP Facility Term Sheet

Exhibit 10.1 Third Amendment to Forbearance Agreement, dated June 28, 2010

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Medical Staffing Network Holdings, Inc.

By:		/s/ Kevin S. Little
Kevin S. Little President and Chief Financial Officer

Dated: June 1428, 2010

Exhibit Index

Exhibit No.		Description
Exhibit Number		Description
Exhibit 10.1		Restructuring Support Agreement, dated June 9, 2010
10.1		Third Amendment to Forbearance Agreement, dated June 28, 2010
Exhibit 10.2		DIP Facility Term Sheet

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