UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
-------------------------------------------------------------------
Date of Report (Date of earliest event reported): May 12, 2006
GLOBALOPTIONS GROUP, INC.
----------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Nevada 333-117495 73-1703260
-------- ------------ ------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
75 Rockefeller Plaza, 27th Floor
New York, New York 10019
--------------------------------- -------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 445-6262
--------------------------------------------------------------
(Former name or former address, if changed since last report)
================================================================================
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant 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 DFR
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 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On May 12, 2006, the Registrant acquired substantially all of the
business and assets of Safir Rosetti, LLC ("Safir Rosetti"), a Delaware limited
liability company. Safir Rosetti is a security consulting, investigative and
intelligence firm headquartered in New York City with seven additional offices
nationwide.
The acquisition was made pursuant to a certain Asset Purchase Agreement
dated January 27, 2006, as amended (the "Agreement"), between the Registrant and
Safir Rosetti. The purchase price of $13 million included $7 million in
promissory notes of the Registrant and $6 million in the common stock of the
Registrant, plus the assumption of certain liabilities. In addition, the
$1,940,648.96 previously advanced by the Company to Safir Rosetti has been
applied by Safir Rosetti to the retirement of certain indebtedness.
The foregoing description of the Agreement is not complete and is
qualified in its entirety by reference to the full text of the Agreement, a copy
of which was filed as an exhibit to the Registrant's Current Report on Form 8-K
filed on February 1, 2006, and the First Amendment thereto and are incorporated
herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. In accordance with
Item 9.01(a), Safir Rosetti's audited financial statements will be filed by an
amendment to this Current Report on Form 8-K as soon as practicable, but in no
event later than 71 days after this Report on Form 8-K is required to be filed.
(b) PRO FORMA FINANCIAL INFORMATION. In accordance with Item 9.01(b),
pro forma financial statements will be filed by an amendment to this Current
Report on Form 8-K as soon as practicable, but in no event later than 71 days
after this Report on Form 8-K is required to be filed.
(d) EXHIBITS.
The exhibits listed in the following Exhibit Index are filed as part of
this Report.
Exhibit No. Description
----------- -----------
10.1 Asset Purchase Agreement, dated as of January 27, 2006
by and between GlobalOptions Group, Inc. and Safir
Rosetti, LLC.*
10.2 First Amendment to Asset Purchase Agreement, dated as
of May 12, 2006.
*Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on
February 1, 2006 with the Commission.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: May 15, 2006 GLOBALOPTIONS GROUP, INC.
By: /s/ Harvey W. Schiller
-----------------------------------
Harvey W. Schiller, Ph.D.
Chairman and Chief Executive Officer
