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): February 22, 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 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
At a special meeting of the stockholders of GlobalOptions Group, Inc., a
Delaware corporation (the "Company"), held on December 5, 2006, the Company's
stockholders approved an amendment to the Company's Certificate of Incorporation
(the "Amendment") granting the Company's board of directors (the "Board"), until
December 31, 2007, the power to effect a reverse stock split such that one new
share of common stock of the Company may be issued for any of five, six, seven,
eight, nine or ten shares of outstanding common stock of the Company (the
"Reverse Split").
At a meeting of the Board held on February 13, 2007, the Board voted to
set the Reverse Split ratio at 1 to 8 and to file the Amendment (using such
ratio therein) with the Secretary of State of the State of Delaware. The
Amendment and the Reverse Split are to be declared effective for all
stockholders upon the market opening on March 6, 2007. The Company's common
stock will continue to trade on the OTC Bulletin Board on a split-adjusted basis
when the market opens that day, under the current stock symbol GLOI. A copy of
the Amendment as filed with the Secretary of State of the State of Delaware is
attached as an exhibit hereto and incorporated herein by reference.
In accordance with the Amendment, fractional shares of stock will not be
issued as a result of the Reverse Split. Instead, each holder of a fractional
share shall be issued one full share of the Company's common stock. Stockholders
will receive instructions by mail regarding the method of exchanging pre-Reverse
Split stock certificates for post-Reverse Split stock certificates. Continental
Transfer & Trust Company is the Company's common stock transfer agent and will
implement such exchange.
Following the effectiveness of the Reverse Split, the Company will make
appropriate adjustments to the exercise price or conversion price and the number
of shares of the common stock underlying outstanding shares of Series A
Convertible Preferred Stock, Series B Convertible Preferred Stock, warrants and
options.
A copy of the press release describing the Reverse Split is attached as an
exhibit hereto and incorporated herein by reference.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
See the disclosure set forth under Item 3.03, which is incorporated by
reference into this Item 5.03.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
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The exhibits listed in the following Exhibit Index are filed as part of
this Report.
Exhibit No. Description
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3.1 Certificate of Amendment to the Certificate of Incorporation
99.1 Press Release, dated February 22, 2007
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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: February 23, 2007 GLOBALOPTIONS GROUP, INC.
By: /s/ Harvey W. Schiller
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Harvey W. Schiller, Ph.D.
Chairman and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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3.1 Certificate of Amendment to the Certificate of Incorporation
99.1 Press Release, dated February 22, 2007
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