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): January 9, 2007
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GlobalOptions Group, Inc.
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(Exact name of registrant as specified in its charter)
DELAWARE 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
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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
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 January 9, 2007, GlobalOptions Group, Inc., a Delaware corporation (the
"Registrant") acquired substantially all of the business and assets of SPZ
Oakland Corporation dba On Line Consulting Services ("On Line Consulting"), a
California corporation. On Line Consulting is a provider of security and fire
alarm consulting, design, and management services.
The acquisition was made pursuant to a certain Asset Purchase Agreement,
dated as of January 9, 2007 (the "Agreement"), by and among the Registrant and
On Line Consulting. The aggregate purchase price paid was $2,700,000, which
consisted of $1,350,000 in cash, $1,350,000 in the common stock of the
Registrant (the "Common Stock") and the assumption by the Registrant of the
Assumed Liabilities (as defined in the Agreement). The purchase price is subject
to certain purchase price adjustments (as defined in the Agreement).
The shares of Common Stock issued in the acquisition of On Line Consulting
were not registered under the Securities Act of 1933 in reliance upon the
exemption from registration provided by Section 4(2) of that Act and Regulation
D promulgated under that section, which exempts transactions by an issuer not
involving any public offering.
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 3.02. UNREGISTERED SALES OF EQUITY SECURITIES
See the disclosure set forth under Item 2.01, which is incorporated by
reference into this Item 3.02.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
As the Registrant has determined that On Line Consulting is not a
"Significant Subsidiary" as defined in Regulation S-X, it does not intend to
include the financial statements of On Line Consulting within this filing.
(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 Asset Purchase Agreement, dated as of January 9, 2007 by and
among GlobalOptions Group, Inc. and SPZ Oakland Corporation
dba On Line Consulting Services
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: January 9, 2007 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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10.1 Asset Purchase Agreement, dated as of January 9, 2007 by and
among GlobalOptions Group, Inc. and SPZ Oakland Corporation
dba On Line Consulting Services
