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
Date of Report (Date of earliest event reported): October 19, 2006
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GlobalOptions Group, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 333-117495 73-1703260
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) 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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N/A (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 (SEE General Instruction A.2. below):
|_| 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 October 19, 2006, effective as of October 12, 2006, GlobalOptions,
Inc., a Delaware corporation (the "Borrower") and a wholly-owned subsidiary of
GlobalOptions Group, Inc., a Nevada corporation (the "Registrant"), entered into
a Second Amended and Restated Loan and Security Agreement (the "Loan Agreement")
with Silicon Valley Bank, a California chartered bank (the "Bank"). The Loan
Agreement effectively permits a loan balance of up to $5,000,000 at any given
time and includes a facility fee, finance charges and a collateral handling fee.
Pursuant to the Loan Agreement, the Borrower granted the Bank a security
interest in, and pledged and assigned to the Bank, substantially all of the
Borrower's current and future acquired personal property (the "Borrower
Collateral").
On October 19, 2006, effective as of October 12, 2006, the Registrant
reaffirmed its Unconditional Guaranty originally made on March 8, 2006. Pursuant
to the reaffirmation, the Registrant acknowledged that its guaranty of the loan
provided to the Borrower and corresponding grant of a security interest in all
of its property apply to the Second Amended and Restated Loan Agreement and any
other agreements, assignments or instruments relating to the indebtedness
evidenced by the Loan Agreement. On October 19, 2006, effective as of October
12, 2006, in connection with the Loan Agreement, the Registrant entered into an
Amended and Restated Security Agreement with the Bank (the "Security
Agreement"), pursuant to which the Registrant assigned and granted to the Bank a
continuing security interest in substantially all of its current and future
personal property. Furthermore, the Registrant agreed that, absent the Bank's
consent, it will not sell, lease, transfer, assign or otherwise dispose of any
of its property or any interest therein except in certain circumstances arising
in the ordinary course of business. In connection with the Loan Agreement,
Security Agreement and Unconditional Guaranty, the Borrower and the Registrant
entered into separate Intellectual Property Security Agreements with the Bank
(the "IP Security Agreements") pursuant to which both the Borrower and the
Registrant granted the Bank a security interest in all of their respective
rights, titles and interests in, to and under their respective intellectual
property.
The foregoing descriptions of the Loan Agreement, Unconditional
Guaranty and Security Agreement are not complete and are qualified in their
entirety by reference to the full text of such Agreements, copies of which are
filed herewith and are 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.
See the disclosure set forth under Item 1.01, which is incorporated by
reference into this Item 2.03.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) EXHIBITS
The exhibits listed in the following Exhibit Index are filed as part of
this Report.
Exhibit No. Description
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10.1 Second Amended and Restated Loan and Security Agreement,
entered into October 19, 2006 and dated as of October 12,
2006, by and between GlobalOptions, Inc., a Delaware
corporation, and Silicon Valley Bank.
10.2 Unconditional Guaranty, entered into March 8, 2006, by
GlobalOptions Group, Inc., a Nevada corporation, in favor of
Silicon Valley Bank.
10.3 Amended and Restated Security Agreement, entered into October
19, 2006 and dated as of October 12, 2006, by and between
GlobalOptions Group, Inc., a Nevada corporation, and Silicon
Valley Bank.
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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: October 27, 2006 GLOBALOPTIONS GROUP, INC.
By: /s/ Harvey W. Schiller, Ph.D.
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Harvey W. Schiller, Ph.D.
Chairman and Chief Executive Officer
