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): December 5, 2006
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GLOBALOPTIONS GROUP, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 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
N/A
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(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 December 8, 2006, GlobalOptions Group, Inc., a Nevada corporation
("GlobalOptions-NV") was merged (the "Merger") with and into its newly-formed
and wholly-owned subsidiary, GlobalOptions Group, Inc., a Delaware corporation
("GlobalOptions-DE"), pursuant to an Agreement and Plan of Merger (the "Merger
Agreement") dated December 5, 2006 and approved by the stockholders of
GlobalOptions-NV at a special meeting of stockholders held on December 5, 2006
(the "Special Meeting"). As a result of the Merger, GlobalOptions-NV and
GlobalOptions-DE became a single corporation named GlobalOptions Group, Inc.,
existing under and governed by the laws of the State of Delaware (the "Surviving
Entity").
Under the terms of the Merger, each share of common stock of
GlobalOptions-NV issued and outstanding was exchanged for one share of common
stock of GlobalOptions-DE, each share of Series A Convertible Preferred Stock of
GlobalOptions-NV issued and outstanding was exchanged for one share of Series A
Convertible Preferred Stock of GlobalOptions-DE and each share of Series B
Convertible Preferred Stock of GlobalOptions-NV issued and outstanding was
exchanged for one share of Series B Convertible Preferred Stock of
GlobalOptions-DE, such that all former holders of securities of GlobalOptions-NV
are now holders of securities of the Surviving Entity. Additionally, pursuant to
the Merger, the Certificate of Incorporation of the Company, Series A
Convertible Preferred Stock Certificate of Designations of GlobalOptions-DE,
Series B Convertible Preferred Stock Certificate of Designations of
GlobalOptions-DE and By-laws of GlobalOptions-DE became the Certificate of
Incorporation, Series A Convertible Preferred Stock Certificate of Designation,
Series B Convertible Preferred Stock Certificate of Designations and By-laws of
the Surviving Entity (the "Charter Instruments").
At the Special Meeting, the stockholders of GlobalOptions-NV also approved
the 2006 Long-Term Incentive Plan (the "Incentive Plan") and the 2006 Employee
Stock Purchase Plan (the "Stock Purchase Plan"), both of which became effective
immediately following their approval. The Incentive Plan reserves 12,000,000
shares of the Surviving Entity's common stock for issuance. The Incentive Plan
empowers the Surviving Entity to grant stock options and stock appreciation
rights, and performance-based cash and stock and other equity-based awards. In
connection with the adoption of the Incentive Plan, the Surviving Entity will
not grant any further awards under either the Company's 2005 Stock Option Plan
or 2006 Stock Option Plan. The Stock Purchase Plan reserves 2,000,000 shares of
the Surviving Entity's common stock for issuance pursuant to the Stock Purchase
Plan. The Stock Purchase Plan permits eligible employees to purchase shares of
the Surviving Entity's common stock.
The foregoing descriptions of the Merger Agreement, Certificate of
Incorporation, By-laws, Certificate of Designations of Series A Convertible
Preferred Stock, Certificate of Designations of Series B Convertible Preferred
Stock, 2006 Long-Term Incentive Plan and 2006 Employee Stock Purchase Plan are
not complete and are qualified in their entirety by reference to the full text
of such documents, copies of which are filed herewith and are incorporated
herein by reference.
ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITIES HOLDERS
The Charter Instruments, along with the laws of the State of Delaware, now
govern the affairs of the Surviving Entity and the rights of the Surviving
Entity's stockholders. Among other things, the Charter Instruments increased the
authorized capital stock from 100,000,000 shares to 115,000,000 shares. For
additional information regarding the Charter Instruments and their impact on the
rights of securities holders, see the disclosure set forth under Item 1.01,
which is incorporated by reference into this Item 3.03.
Additionally, at the Special Meeting, stockholders approved an amendment
to the Certificate of Incorporation of the Surviving Entity granting the board
of directors of the Surviving Entity discretion, until December 31, 2007, the
power to effect a reverse stock split such that one new share of common stock of
the Surviving Entity may be issued for any of five, six, seven, eight, nine or
ten shares of outstanding common stock of the Surviving Entity.
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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2.1 Agreement and Plan of Merger between GlobalOptions Group,
Inc., a Nevada corporation and GlobalOptions Group, Inc., a
Delaware corporation, dated as of December 5, 2006.
3.1 Certificate of Incorporation of GlobalOptions Group, Inc.,
dated as of November 3, 2006.
3.2 By-laws of GlobalOptions Group, Inc., dated as of November
3, 2006.
3.3 Certificate of Designations, Powers, Preferences and Other
Rights and Qualifications of Series A Convertible Preferred
Stock.
3.4 Certificate of Designations, Powers, Preferences and Other
Rights and Qualifications of Series B Convertible Preferred
Stock.
10.1 GlobalOptions Group, Inc. 2006 Long-Term Incentive Plan,
dated as of December 5, 2006.
10.2 GlobalOptions Group, Inc. 2006 Employee Stock Purchase Plan,
dated as of December 5, 2006.
2
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: December 11, 2006 GLOBALOPTIONS GROUP, INC.
By: /s/ Harvey W. Schiller
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Harvey W. Schiller, Ph.D.
Chairman and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement and Plan of Merger between GlobalOptions Group,
Inc., a Nevada corporation and GlobalOptions Group, Inc., a
Delaware corporation, dated as of December 5, 2006.
3.1 Certificate of Incorporation of GlobalOptions Group, Inc.,
dated as of November 3, 2006.
3.2 By-laws of GlobalOptions Group, Inc., dated as of November
3, 2006.
3.3 Certificate of Designations, Powers, Preferences and Other
Rights and Qualifications of Series A Convertible Preferred
Stock.
3.4 Certificate of Designations, Powers, Preferences and Other
Rights and Qualifications of Series B Convertible Preferred
Stock.
10.1 GlobalOptions Group, Inc. 2006 Long-Term Incentive Plan,
dated as of December 5, 2006.
10.2 GlobalOptions Group, Inc. 2006 Employee Stock Purchase Plan,
dated as of December 5, 2006.
