UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): May 12, 2006
GLOBALOPTIONS GROUP, INC.
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(Exact Name of Registrant as Specified in Charter)
Nevada 333-117495 73-1703260
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
75 Rockefeller Plaza, 27th Floor
New York, New York 10019
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 445-6262
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(Former name or former address, if changed since last report)
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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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
See the disclosure set forth under Item 2.01, which is incorporated by
reference into this Item 1.01.
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 Secure Source, Inc. ("Secure Source"), a Delaware
corporation. Secure Source is an international risk consulting firm with offices
in the Dallas and Washington D.C. areas.
The acquisition was made pursuant to a certain Asset Purchase Agreement
dated May 12, 2006, (the "Agreement"), between the Registrant, Secure Source,
Marian E. Nicastro and David W. Nicastro. The purchase price of $3.25 million
included $2.75 million in notes and $500,000 in the common stock of the
Registrant.
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 is filed herewith and is incorporated herein by reference.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On May 12, 2006 the Registrant closed on an additional $2 million in
principal amount of their 8% Promissory Notes due on June 30, 2006 (the "Notes")
in a transaction exempt from the registration requirements under the Securities
Act of 1933, as amended (the "Securities Act"), the initial closing of which
took place on March 10, 2006. A form of the Note is filed herewith as an exhibit
and is incorporated herein by reference. Forms of each of the Subscription
Agreement, Subordination Agreement and Agreement related to the sale of the
Notes were filed as exhibits to the Registrant's Current Report on Form 8-K,
filed with the Commission on March 16, 2006, and are incorporated by reference
into this Item 2.03.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. In accordance with
Item 9.01(a), Secure Source'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
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4 Form of Promissory Note.
10.1 Asset Purchase Agreement, dated as of May 12, 2006
by and between GlobalOptions Group, Inc., Secure
Source, Inc., Marian E. Nicastro and David W.
Nicastro.
10.2 Form of Subscription Agreement.*
10.3 Form of Agreement.*
10.4 Form of Subordination Agreement.*
*Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on
March 16, 2006 with the Commission.
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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
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Harvey W. Schiller, Ph.D.
Chairman and Chief Executive Officer
Exhibit No. Description
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4 Form of Promissory Note.
10.1 Asset Purchase Agreement, dated as of May 12, 2006
by and between GlobalOptions Group, Inc., Secure
Source, Inc., Marian E. Nicastro and David W.
Nicastro.
10.2 Form of Subscription Agreement.*
10.3 Form of Agreement.*
10.4 Form of Subordination Agreement.*
*Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on
March 16, 2006 with the Commission.
