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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.
May 14, 2000
Date of Report (Date of earliest event reported)
PACIFIC ALLIANCE CORPORATION
(Name of Small Business Issuer as specified in its charter)
Delaware 87-044584-9
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
SEC File Number 33-78910-C
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1661 Lakeview Circle, Ogden, UT 84403
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(Address of principal executive offices)
Registrant's telephone no., including area code: (801) 399-3632
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Item 2. Acquisitions or Disposition of Assets
On May 14, 2000, the Pacific Alliance Corporation ("Pacific") entered into
an Agreement and Plan of Reorganization (the "Agreement") to acquire all of the
issued and outstanding shares of capital stock of Dr.Benefits.Inc. ("DBI") from
the shareholders of DBI in a stock-for-stock exchange transaction. The closing
of the acquisition is subject to a number of conditions including approval by
the shareholders of Pacific and completion of due diligence reviews by both
parties to their satisfaction. DBI is a privately held California corporation
engaged in the online human resources and personnel business.
If the transaction is effected, as to which there can be no assurance, it
is likely that it would be treated as a reverse merger for accounting purposes
with DBI deemed to be the survivor for accounting purposes. If the transaction
is completed, the following will occur:
1. DBI will become a wholly-owned subsidiary of Pacific;
2. The officers and directors of DBI will become the officers and
directors of Pacific;
3. The shareholders of DBI will become the controlling shareholders of
Pacific; and
4. Pacific's name will be changed to Dr.Benefits, Inc. or some derivation
thereof and subject to availability, its trading symbol will be changed to
DRBX.
There are currently 10,509,058 shares of Pacific' common stock issued and
outstanding. The Agreement provides for a 1 for 10 reverse split of Pacific's
issued and outstanding shares of common stock thereby reducing the number of
outstanding shares to approximately 1,050,906. To acquire DBI's shares from the
DBI shareholders, Pacific will issue 12,000,000 shares of Pacific's common
stock, calculated after the reverse split, to the DBI shareholders in exchange
for their shares of DBI. It is anticipated that immediately following the
closing of the transaction, there will be approximately 13,050,906 shares of
Pacific issued and outstanding, after giving effect to the reverse split.
Certain existing warrants and other securities convertible into the common stock
of Pacific and DBI will become equivalent rights to convert such securities into
the common stock of the reorganized company upon completion of the transaction,
as more fully described in the Agreement, a copy of which is attached as an
Exhibit to this Report.
Conditions to Closing
The closing of the transaction is subject to a number of conditions
including, but not limited to, the following:
1. The parties shall have performed and complied with all covenants,
agreements, and conditions required by the Agreement to be performed or complied
with by it prior to or at the Closing Time;
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2. There shall not have occurred any material adverse changes in the
financial position or business of either Pacific or DBI between the date of the
execution of the agreement and the closing;
3. Pacific's shareholders shall have approved the transaction;
4. The parties shall have each completed their due diligence reviews of
the other to their satisfaction;
5. There shall not be any material litigation, proceeding or governmental
investigation pending or threatened effecting the parties or the transaction;
6. DBI shall deliver such audited and other financial statements as are
required to be included in a Form 8-K required to be filed by Pacific in
connection with the Exchange; and
7. The issuance of Pacific shares to the stockholders of DBI will not be
registered but will be effected only if it can come within Section 4(2) of the
Securities Act of 1933, and under applicable state securities exemptions as a
non-public offering.
Item 7. Financial Statements and Exhibits
Financial Statements. Required proforma and other financial statements will
be filed subsequent to the closing of the transaction.
Exhibits.
No. Description
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2.1 Agreement and Plan of Reorganization
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Dated: May 18, 2000 PACIFIC ALLIANCE CORPORATION
By /s/ Mark A. Scharmann
Mark A. Scharmann, President
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