Schedule 13D

0000004187-13-000093.txt : 20131211 0000004187-13-000093.hdr.sgml : 20131211 20131211164529 ACCESSION NUMBER: 0000004187-13-000093 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20131211 DATE AS OF CHANGE: 20131211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INDUSTRIAL SERVICES OF AMERICA INC /FL CENTRAL INDEX KEY: 0000004187 STANDARD INDUSTRIAL CLASSIFICATION: SANITARY SERVICES [4950] IRS NUMBER: 590712746 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-18404 FILM NUMBER: 131271346 BUSINESS ADDRESS: STREET 1: 7100 GRADE LN BUILDING 1 CITY: LOUISVILLE STATE: KY ZIP: 40232 BUSINESS PHONE: 5023681661 MAIL ADDRESS: STREET 1: 7100 GRADE LANE BUILDING 1 CITY: LOUISVILLE STATE: KY ZIP: 40232 FORMER COMPANY: FORMER CONFORMED NAME: ALSON INDUSTRIES INC DATE OF NAME CHANGE: 19840807 FORMER COMPANY: FORMER CONFORMED NAME: ALSON MANUFACTURING CO INC DATE OF NAME CHANGE: 19700920 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KLETTER HARRY CENTRAL INDEX KEY: 0001032707 FILING VALUES: FORM TYPE: SC 13D SC 13D 1 schedule13d.htm SC 13D Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Under the Securities Exchange Act of 1934

Industrial Services of America, Inc.

(Name of Issuer)

Common Stock, par value $0.0033

(Title of Class of Securities)

456314103

(CUSIP Number)

Harry Kletter

7100 Grade Lane

Louisville, Kentucky 40232

(502) 368-1661

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 1, 2013

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).



CUSIP No. 456314103
	1.	Names of Reporting Persons. Harry Kletter

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) o
		(b) o

	3.	SEC Use Only

	4.	Source of Funds
		PF

	5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) o


	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 shares of Common Stock

			8.	Shared Voting Power 140,100 shares of Common Stock

			9.	Sole Dispositive Power 517,788 shares of Common Stock

			10.	Shared Dispositive Power 1,957,055 shares of Common Stock

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,957,055 shares of Common Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 27.7% of Common Stock

	14.	Type of Reporting Person (See Instructions) IN



CUSIP No. 456314103
	1.	Names of Reporting Persons. Roberta Kletter

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) o
		(b) o

	3.	SEC Use Only

	4.	Source of Funds
		PF

	5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) o


	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 140,100 shares of Common Stock

			8.	Shared Voting Power 657,888 shares of Common Stock

			9.	Sole Dispositive Power 140,100 shares of Common Stock

			10.	Shared Dispositive Power 657,888 shares of Common Stock

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 657,888 shares of Common Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 9.3% of Common Stock

	14.	Type of Reporting Person (See Instructions) IN



CUSIP No. 456314103
	1.	Names of Reporting Persons. The Harry Kletter Family Limited Partnership

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) o
		(b) o

	3.	SEC Use Only

	4.	Source of Funds
		OO

	5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) o


	6.	Citizenship or Place of Organization Kentucky

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 shares of Common Stock

			8.	Shared Voting Power 750,000 shares of Common Stock

			9.	Sole Dispositive Power 750,000 shares of Common Stock

			10.	Shared Dispositive Power 0 shares of Common Stock

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 750,000 shares of Common Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 10.6% of Common Stock

	14.	Type of Reporting Person (See Instructions) PN



CUSIP No. 456314103
	1.	Names of Reporting Persons. K & R, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) o
		(b) o

	3.	SEC Use Only

	4.	Source of Funds
		WC

	5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) o


	6.	Citizenship or Place of Organization Kentucky

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 shares of Common Stock

			8.	Shared Voting Power 549,167 shares of Common Stock

			9.	Sole Dispositive Power 549,167 shares of Common Stock

			10.	Shared Dispositive Power 0 shares of Common Stock

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 549,167 shares of Common Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 7.8% of Common Stock

	14.	Type of Reporting Person (See Instructions) OO

ITEM 1. SECURITY AND ISSUER.

This Statement relates to shares of common stock, $0.0033 par value per share (“Common Stock”) of Industrial Services of America, Inc., a Florida corporation (the “Issuer”). The Issuer’s principal executive offices are located at 7100 Grade Lane, Louisville, Kentucky 40232.

ITEM 2. IDENTITY AND BACKGROUND.


(a)	This Statement is filed by Harry Kletter (“Mr. Kletter”), Roberta Kletter (“Mrs. Kletter”), K & R, LLC, a Kentucky limited liability company (“K&R”) and The Harry Kletter Family Limited Partnership (the “Partnership”). Collectively, the filers are hereafter referred to as the “Group.” Mr. Kletter is the sole member of K&R and Orson Oliver is K&R's President.


(b)	The residential address for each of Mr. and Mrs. Kletter is 1208 Park Hills Ct., Louisville, KY 40207. The principal business address for K&R and Mr. Oliver is 7100 Grade Lane, Louisville, Kentucky 40232. The principal business address of the Partnership is 1208 Park Hills Ct., Louisville, Kentucky 40207.


(c)	Mr. Kletter is the sole member of K&R and as General Partner of the Partnership. Mr. Orson Oliver serves as the President of K&R and as the Issuer's Chairman and interim Chief Executive Officer. There are no other officers or directors of these entities.

(d-e)

No member of the Group nor Mr. Oliver has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding violations with respect to such laws during the past five years.


(f)	Mr. and Mrs. Kletter and Mr. Oliver are all United States citizens.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The source and amount of funds used in the transaction are as described in Item 4, below.

ITEM 4. PURPOSE OF TRANSACTION.

The Group previously made disclosures regarding beneficial ownership of Issuer common stock on Schedule 13G.

On November 1, 2013, Mr. Kletter purchased 125,000 shares of Issuer common stock from Blue Equity International, LLC at a price of $4.00 per share, raising his beneficial ownership in the Issuer to 27.7%. Mr. Kletter used personal funds to purchase these shares.

On November 19, 2013, each of Mr. Kletter, the Partnership and K&R (each, a “Proxy Grantor”) granted to Mr. Oliver and Sean Garber, jointly, an Irrevocable Proxy (collectively, the “Proxies”) pursuant to the applicable provisions of the Florida statutes, to vote, or to execute and deliver written consents or otherwise act with respect to, all shares of capital stock of the Issuer then owned or thereafter acquired by each Proxy Grantor as fully, to the same extent, and with the same effect as they might or could do under applicable laws or regulations governing the rights and powers of shareholders of a Florida corporation. The Proxies state that they were granted in connection with a Management Agreement (the “Management

Agreement”) entered into on December 2, 2013, effective as of December 1, 2013, by and between the Issuer and Algar, Inc. (“Algar”), a Kentucky corporation controlled by Mr. Garber. The Proxies relate to a total of 1,816,955 shares of the Issuer’s common stock, $0.0033 par value.

The Proxies were granted to Mr. Oliver and Mr. Garber as a condition of the Management Agreement, and as such are coupled with an interest and are irrevocable. The Proxies may be exercised by Mr. Oliver and Mr. Garber, jointly, for the period beginning on November 19, 2013 and ending on (i) November 19, 2014 or (ii) the maximum period of time allowed under Florida law, whichever is longer, unless sooner terminated in accordance with the Management Agreement. The Proxies state that they will be renewed annually or as frequently as may be necessary to remain effective during the term of the Management Agreement.

Under the Management Agreement, Algar will provide the Issuer with day-to-day senior executive level operating management supervisory services. Algar will also provide business, financial, and organizational strategy and consulting services, as the Issuer’s board of directors may reasonably request from time to time.

The Management Agreement gives Algar the right to appoint the Issuer’s President and an additional executive officer of the Issuer. The Issuer is required to reimburse Algar on a monthly basis for its pre-approved expenses, as defined in the Management Agreement, including expenses associated with the salaries of its executive appointees and employees. The Management Agreement also provides that the Issuer’s board of directors will increase to up to seven members, giving Algar the right, subject to certain limitations, to cause the appointment of up to three members, one of whom will serve as Vice Chairman. Under the Management Agreement, Algar will be paid a bonus in an amount equal to 10% of any year-over-year increase in the Issuer’s pre-tax income during the term. The term of the Management Agreement is effective December 1, 2013 and extends through December 31, 2016, subject to earlier termination upon mutual agreement or upon circumstances set forth in the agreement.

Subject to shareholder approval and restrictions on exercisability set forth in a Stock Option Agreement entered into on December 2, 2013 by the Issuer and Algar (the “Stock Option Agreement”), the Issuer granted Algar an option to purchase a total of 1,500,000 shares of Company common stock at an exercise price per share of $5.00.

Under the Management Agreement, the Issuer and Algar have agreed to use their best efforts to effect a business combination between them as soon as is reasonably practicable.

On December 2, 2013, Mr. Oliver and Mr. Garber entered into an Agreement (the “Garber/Oliver Agreement”) through which they agreed upon the manner in which they will vote the Proxies. In particular, under the Oliver/Garber Agreement the parties agreed that:


1.	They will cause the shares of Issuer common stock represented by the Proxies to be “present” and voted at any meeting of the stockholders of the Issuer.


2.	It is in Issuer’s best interest to increase the number of directors on the Issuer’s Board to a total of seven directors, and that they would cooperate with one another in exercising or voting the Proxies in furtherance of that change.


3.	It is in the respective best interests of the Issuer and Algar for Algar to have representation on the Issuer’s board of directors.

They will cooperate with one another in exercising or voting the Proxies in favor of up to three individuals to the Issuer’s board of directors who are nominated by Mr. Garber, up to three individuals who are nominated by and from the board of directors as comprised immediately before the date of the Oliver/Garber Agreement, and one director selected by mutual agreement of the other directors (who may be a member of the board of directors as comprised immediately before the date of the Oliver/Garber Agreement); provided, that provision will not apply and will be of no force or effect in the case of (i) any such nominee for whom the Issuer would be required to provide disclosure pursuant to Regulation S-K Item 401(f) in any filing with the Securities and Exchange Commission or (ii) any nominees, the election of which would result in the Issuer’s board not being comprised of a majority of “independent directors,” as such term is defined by NASDAQ Listing Rule 5605.


5.	They will vote the Proxies in favor of any recommendation of the Issuer’s board of directors, as so comprised, requiring shareholder approval.


6.	During the term of the Management Agreement it might become mutually beneficial for the Issuer and Algar to enter into discussions concerning the possibility of merging the two companies and/or for the Issuer to acquire substantially all of the assets of Algar.


7.	In the event that a mutually beneficial arms length deal is reached for the merger or asset acquisition, they would cooperate in exercising or voting the Proxies in favor of such a transaction.


8.	Subject to any fiduciary duties owed to the Issuer or its shareholders, they will use their best efforts to appoint Garber as Chairman and Chief Executive Officer of any surviving entity.

Except as set forth in this Schedule 13D, the Group has no present plan or proposal which would relate to or result in:


(a)	The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;


(b)	An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;


(c)	A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;


(d)	Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e) Any material change in the present capitalization or dividend policy of the Issuer;


(f)	Any other material change in the Issuer's business or corporate structure, including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;


(g)	Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;


(h)	Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;


(i)	A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Act; or

(j) Any action similar to any of those enumerated above.

The Group may, at any time and from time to time, review or reconsider its position and/or change its purpose and/or formulate and adopt plans or proposals with respect thereto subject to compliance with applicable regulatory requirements.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.


(a)	As of December 1, 2013, the Group may be deemed to beneficially own 1,957,055 shares of Issuer common stock, representing 27.7% of Issuer’s outstanding common stock as reported in Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 19, 2013. Percentage of class includes assumed exercise of options held.

As of December 2, 2013, Mr. Oliver may be deemed to beneficially own 1,865,704 shares of Issuer common stock, representing 26.4% of Issuer’s outstanding common stock as reported in Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 19, 2013. Percentage of class includes assumed exercise of options held.

(b)

Due to the Proxies, neither of K&R or the Partnership has the current power (sole or shared) to vote or to direct the vote of any shares. Mr. and Mrs. Kletter share the power to vote and to dispose of 140,100 shares owned by Mrs. Kletter. In addition to those shares, Mr. and Mrs. Kletter share the power to dispose of 517,788 shares owned by Mr. Kletter. Mr. Kletter also shares the power to dispose of the 750,000 shares owned by the Partnership and the 549,167 shares owned by K&R with those entities, respectively.

In addition to the 1,816,955 shares of the Issuer’s common stock with which Mr. Oliver shares voting power with Mr. Garber pursuant to the Proxies described in Item 4, Mr. Oliver individually owns or has the right to acquire, within 60 days, 48,749 shares of Issuer common stock, which includes director stock options to purchase 30,000 shares exercisable within 60 days of December 2, 2013 and 3,750 shares held in trusts for Mr. Oliver's daughter and minor grandchildren for which Mr. Oliver is the Trustee.

Group Member Date Number of Shares

Harry Kletter November 1, 2013 125,000

K&R September 10, 2013 4,000

K&R September 9, 2013 1

K&R September 6, 2013 1,000

K&R September 5, 2013 5,000

K&R September 4, 2013 2,338

K&R September 3, 2013 3,780


(d)	Not applicable.


(e)	Not applicable.


ITEM 6.	CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

The information set forth, or incorporated by reference, in Items 3 through 5 of this statement is hereby incorporated by reference in this Item 6.

On December 2, 2013, in connection with the Management Agreement, the Issuer’s board of directors appointed Mr. Garber as President. Mr. Garber replaced Mr. Oliver who had been serving as interim President. Mr. Oliver continues to serve as the Issuer’s Chairman and interim Chief Executive Officer.

Under the Management Agreement, the Issuer will reimburse Algar for the portion of Mr. Garber’s salary that is attributable to Algar’s services in an amount not to exceed $20,833.33 per month, or $250,000 per year. The Issuer expects Algar to appoint Mr. Garber to the Issuer’s board of directors during the first quarter of 2014; Mr. Garber is expected to be appointed Vice Chairman at that time.

The Management Agreement, Garber/Oliver Agreement and Irrevocable Proxies, attached to this Statement as Exhibits 1-5, are hereby incorporated into this Item 6.


ITEM 7.	MATERIAL TO BE FILED AS EXHIBITS.

Exhibit No. Exhibits


99.1	Management Services Agreement dated as of December 1, 2013, between the Issuer and Algar, Inc, including the Stock Option Agreement attached thereto as Attachment A, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on December 4, 2013.

99.2 Agreement by and between Sean Garber and Orson Oliver dated as of December 1, 2013.


99.3	Irrevocable Proxy from Harry Kletter to Orson Oliver and Sean Garber dated as of November 19, 2013.


99.4	Irrevocable Proxy from The Harry Kletter Family Limited Partnership to Orson Oliver and Sean Garber dated as of November 19, 2013.


99.5	Irrevocable Proxy from K & R, LLC to Orson Oliver and Sean Garber dated as of November 19, 2013.


99.6	Joint Filing Agreement among the Reporting Persons dated as of December 11, 2013.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.



	December 11, 2013
	Date
	/s/ Harry Kletter
	Signature
	Harry Kletter
	Name



	/s/ Roberta Kletter
	Signature
	Roberta Kletter
	Name

K & R, LLC

By: /s/ Harry Kletter

Harry Kletter, Sole Member

THE HARRY KLETTER FAMILY LIMITED PARTNERSHIP

By: /s/ Harry Kletter

Harry Kletter, General Partner

EX-99.2 2 agreementbtsgarberandooliv.htm EXHIBIT 99.2 Agreement bt S Garber and O Oliver

EXHIBIT 99.2

AGREEMENT

THIS AGREEMENT (the “Agreement”) is made and effective as of the 1st day of December, 2013 (the “Effective Date”), by and between ORSON OLIVER (“Oliver”) and SEAN GARBER (“Garber”).

RECITALS:


A.	Oliver is the Interim Chief Executive Officer and Interim President of Industrial Services of America, Inc. (“ISA”).


B.	Garber is the Chairman and Chief Executive Officer of Algar, Inc. (“Algar”).


C.	Harry Kletter, The Harry Kletter Family Limited Partnership and K & R, LLC are collectively the registered owners of a significant amount of the outstanding and issued voting shares of capital stock of ISA.


D.	On November 19, 2013, each of Harry Kletter, The Harry Kletter Family Limited Partnership and K & R, LLC gave an Irrevocable Proxy to Oliver and Garber, jointly, for the exercise of their respective shares of ISA stock (individually and collectively, the “Proxies”).


E.	The Proxies were issued as a condition of that certain Management Services Agreement dated December 1, 2013, by and between ISA and Algar (the “Management Agreement”) wherein Algar will assume the duties and the responsibilities for the day to day operations of ISA.


F.	Oliver believes that it is in ISA’s best interests to enter into the Management Agreement.


G.	Garber believes that the Management Agreement is of significant benefit to Algar.


H.	Oliver and Garber have agreed that certain changes to the structure of ISA, as more fully set forth in this Agreement, are required in order to improve the financial condition of ISA and to allow Algar to best accomplish its duties under the Management Agreement.


I.	Oliver and Garber believe that the proposed changes set forth herein are in the best interests of their respective companies.


J.	As an inducement, without which Garber would not consent to Algar entering in to the Management Agreement, Oliver has agreed to work with and cooperate with Garber in exercising or voting the Proxies in furtherance of effectuating the changes in the structure of the ISA Board of Directors described in this Agreement.

The parties, intending to be legally bound, agree as follows:


1.	ISA Shareholder Meetings. During the Term of this Agreement, the parties will cause the shares of ISA common stock represented by the Proxies to be “present” and voted at any meeting of the stockholders of ISA.


2.	ISA Board of Directors. The parties agree that it is in ISA’s best interest to increase the number of directors on ISA’s Board to a total of seven (7) directors. As such, Oliver and Garber agree to cooperate with one another in exercising or voting the Proxies in furtherance of this change.

Directors. Oliver and Garber agree that it is in the respective best interests of ISA and Algar for Algar to have representation on the ISA Board of Directors. As such, Oliver and Garber agree to cooperate with one another in exercising or voting the Proxies in favor of up to three (3) individuals to the ISA Board of Directors who are nominated by Garber, up to three (3) individuals who are nominated by and from the Board of Directors as comprised immediately before the date of this Agreement, and one director selected by mutual agreement of the other directors (who may be a member of the Board of Directors as comprised immediately before the date of this Agreement); provided, however, this provision shall not apply and shall be of no force or effect in the case of (i) any such nominee for whom ISA would be required to provide disclosure pursuant to Regulation S-K Item 401(f) in any filing with the Securities and Exchange Commission or (ii) any nominees, the election of which would result in ISA’s Board not being comprised of a majority of “independent directors,” as such term is defined by NASDAQ Listing Rule 5605. Oliver and Garber agree that they will vote the Proxies in favor of any recommendation of the ISA Board of Directors, as so comprised, requiring shareholder approval.

Succession Planning. Oliver and Garber agree that during the term of the Management Agreement that it might become mutually beneficial for ISA and Algar to enter into discussions concerning the possibility of merging the two companies and/or for ISA to acquire substantially all of the assets of Algar. In the event that a mutually beneficial arms length deal is reached for the merger or asset acquisition, Oliver and Garber agree to cooperate with one another in exercising or voting the Proxies in favor of such a transaction. Furthermore, subject to the limitations set forth at paragraph 9, Oliver and Garber agree to use their best efforts to appoint Garber as Chairman and Chief Executive Officer of the surviving entity.


5.	Term. This Agreement will commence on the Effective Date and shall remain in full force and effect during the term of the Management Agreement.


6.	Modification. This Agreement may not be modified or amended except in a writing signed by both of the parties hereto.


7.	Successor and Assigns. This Agreement shall be binding upon and shall operate for the benefit of the respective heirs, executors, personal representatives and assigns of the parties hereto.


8.	Remedies. It is mutually agreed that there is no adequate remedy at law in favor of either of the parties hereto in the event of a breach of the provisions hereof by any party hereto, and that any party, in addition to all other rights which may be available, shall have the right of specific performance in the event of any breach of or injunction in the event of any threatened breach.

Fiduciary Duties. The parties agree that the obligations set forth in this Agreement are subject to and limited in all respects by any fiduciary duties which either party owes to ISA or its shareholders, and that, if a party’s performance under this Agreement would require the party to breach a fiduciary duty to ISA or its shareholders, the party’s failure to perform shall not be a breach of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written but actually on the date set forth below.

__/s/ Orson Oliver_____________________

ORSON OLIVER

Date:_____12/2/2013__________________

___/s/ Sean Garber ___________________

SEAN GARBER

Date:_____12/2/2013__________________

EX-99.3 3 irrevocableproxy-harryklet.htm EXHIBIT 99.3 Irrevocable Proxy - Harry Kletter

EXHIBIT 99.3

IRREVOCABLE PROXY

The undersigned agrees to, and hereby grants to ORSON OLIVER and SEAN GARBER, jointly, an irrevocable proxy pursuant to the applicable provisions of the Florida Statutes (Fla. Stat. §607.0721 et. al.), to vote, or to execute and deliver written consents or otherwise act with respect to, all shares of capital stock (the "Stock") of INDUSTRIAL SERVICES OF AMERICA, INC. (the "Corporation") now owned or hereafter acquired by the undersigned as fully, to the same extent, and with the same effect as the undersigned might or could do under any applicable laws or regulations governing the rights and powers of shareholders of a Florida corporation. The undersigned hereby affirms that this proxy is given as a condition of that certain or those certain Management Agreements entered into on December 1, 2013, by and between the Corporation, the undersigned and Sean Garber/Algar, Inc., and as such is coupled with an interest and is irrevocable. It is further understood by the undersigned that this proxy may be exercised by ORSON OLIVER and SEAN GARBER, jointly, for the period beginning the date hereof and ending on [i] November 19th, 2014 or [ii] the maximum period of time allowed under Florida law, whichever is longer, unless sooner terminated in accordance with the provisions of said Management Agreements. It is further understood by the undersigned that pursuant to the terms and provisions of said Management Agreements that this proxy is to be renewed annually or as frequently as may be necessary to remain effective during the term of said Management Agreements.

This proxy shall remain in full force and effect and be enforceable against any donee, transferee, or assignee of the stock.

__/s/ Harry Kletter_______________________

HARRY KLETTER

Date: __November 19th, 2013 ____________

EX-99.4 4 irrevocableproxy-hkflp.htm EXHIBIT 99.4 Irrevocable Proxy - HKFLP

EXHIBIT 99.4

IRREVOCABLE PROXY

This proxy shall remain in full force and effect and be enforceable against any donee, transferee, or assignee of the stock.

THE HARRY KLETTER FAMILY LIMITED PARTNESHIP

By: _/s/ Harry Kletter ________________________________

Name: _Harry Kletter ___________________________________

Title: _General Partner _________________________________

Date: _November 19th, 2013_____________________________

EX-99.5 5 irrevocableproxy-kandr.htm EXHIBIT 99.5 Irrevocable Proxy - K and R

EXHIBIT 99.5

IRREVOCABLE PROXY

This proxy shall remain in full force and effect and be enforceable against any donee, transferee, or assignee of the stock.

K & R, LLC,

a Kentucky limited liability company

By: __/s/ Harry Kletter_________ _______

Name: __Harry Kletter ___________________

Title: __President ______________________

Date: __November 19th, 2013 ____________

EX-99.6 6 jointfilingagreementkletter.htm EXHIBIT 99.6 Joint Filing Agreement Kletter

EXHIBIT 99.6

JOINT FILING AGREEMENT

Harry Kletter, Roberta Kletter, The Harry Kletter Family Limited Partnership and K & R, LLC each hereby agree, in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, that the Schedule 13D filed herewith, and any amendments thereto, relating to the shares of common stock of Industrial Services of America, Inc. is, and will be, jointly filed on behalf of each such person and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned hereby executes this Agreement as of the date set forth below.

Dated: December 11, 2013



	/s/ Harry Kletter
	Signature
	Harry Kletter
	Name



	/s/ Roberta Kletter
	Signature
	Roberta Kletter
	Name

K & R, LLC

By: /s/ Harry Kletter

Harry Kletter, Sole Member

THE HARRY KLETTER FAMILY LIMITED PARTNERSHIP

By: /s/ Harry Kletter

Harry Kletter, General Partner