SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 19, 2006
PHC, Inc.
(Exact Name of Registrant as Specified in its Charter)
Massachusetts
(State of Incorporation or Organization)
0-22916 04-2601571
(Commission File Number) (I.R.S. Employer
Identification No.)
200 Lake Street, Suite 102, Peabody, Massachusetts 01960
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (978) 536-2777
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)
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Item 1.01. Entry into a Material Definitive Agreement
On December 19, 2006, the Company entered into an agreement pursuant to
which the Company sold $2,000,000 in unregistered Class A Common Stock to a
single investor to provide the equity component for the build-out of the
Company's Las Vegas hospital project, Seven Hills.
The agreement allowed the investor, Camden Partners Limited Partnership, to
purchase $2,000,000 in PHC, Inc. Class A Common Stock at $2.08 per share, which
is 94% of the volume weighted average selling price per share over the 20
trading days prior to the sale. In addition to providing a certificate
evidencing the 961,539 unregistered shares within three business days from the
close of the transaction, the Company is also obligated to file a Registration
Statement with the Securities and Exchange Commission within 90 days of the
close of the transaction to register the shares issued, to cause the
Registration Statement to become effective within 120 days of the close of the
transaction and to maintain the Registration Statement's effective status for a
period of two years from the date of the close of the transaction. If the
Company fails to meet such 120 day deadline, it would be required to pay to the
investor, in cash or shares (at the Company's option), 1% of the aggregate
purchase price for each monthly period or pro rata portion thereof in which the
Company is not in compliance with its registration obligations.
Item 3.02. Unregistered Sales of Equity Securities
See Item 1.01
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Item 9.01. Financial Statements and exhibits
(c) Exhibits
10.27 Securities Purchase Agreement entered into December 19, 2006 by and
between PHC, Inc. and Camden Partners Limited Partnership, together with
the registration rights agreement.
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SIGNATURE
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 hereunto duly authorized.
PHC, INC.
Date: December 21, 2006 By: /s/ Bruce A. Shear
____________________
Bruce A. Shear
President
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