Attached files
| file | filename |
|---|---|
| EX-99.1 - PSI FINANCIAL STATEMENTS - root9B Holdings, Inc. | psiaudit.htm |
| EX-99.2 - PRO FORMA FINANCIAL STATEMENTS - root9B Holdings, Inc. | proforma.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K / A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported): October 2, 2009
Commission
File Number: 000-50502
PREMIER
ALLIANCE GROUP, INC
(Exact
Name of registrant as Specified in Its Charter)
|
Nevada
|
20-0443575
|
|
(State
of other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
4521
Sharon Road
Suite
300
Charlotte,
North Carolina 28211
(Address
of principal executive offices)
(704)
521-8077
(Registrant’s
telephone number)
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
[
] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
Section
2 – Financial Information
|
|
Item
2.01Completion of Acquisition or Disposition of
Assets.
|
On
October 2, 2009, the Registrant purchased substantially all of the assets of
PeopleSource, Inc., a North Carolina corporation (“PeopleSource”) pursuant to an
Asset Purchase Agreement dated September 18, 2009 (the
“Agreement”).
In
consideration of the Purchased Assets (as defined in the Agreement), including
service contracts and office equipment, the Registrant will pay to PeopleSource
(a) the sum of $400,000 in cash, subject to adjustment as described below; and
(b) issue to PeopleSource 153,846 shares of Registrant’s common stock, equal to
$100,000 based on the closing price of the common stock of $0.65 on the Closing
Date (the “Shares”).
The purchase price shall be paid as
follows: (i) $140,000 in cash, and delivery of the Shares within 10 days after
the Closing Date; (ii) $140,000, subject to adjustment described below, thirteen
months from the Closing Date; and (iii) $120,000, subject to adjustment
described below, two years from the Closing Date.
The final two payments described above
shall be adjusted based on the actual revenue number (“ARN”) as determined one
year after the Closing Date. The ARN shall be calculated as
follows:
ARN (one year
after the Closing Date) x .25 (multiple of revenue)
Minus$100,000 (stock
valuation component)
Minus$140,000 (first cash
installment)
=amount to be paid in last two equal installments
The ARN will be all revenue generated
by Registrant’s PeopleSource unit, or of the current PeopleSource entity (if
functioning in a contractual relationship with Purchaser), regardless of source,
including but not limited to, new business generated after closing, repeat
business, and business opportunities moved from Registrant to Registrant’s
PeopleSource unit.
Section
9 - Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits.
|
|
(a)Financial
Statements of Business Acquired.
|
|
|
In
accordance with Item 9.01(a), PeopleSource's audited financial
statements for the fiscal year ended December 31, 2008 and PeopleSource's
unaudited financial statements for the interim period ended September 30,
2009 are filed in this Current Report on Form 8-K as Exhibit
99.1.
|
|
|
(b)Pro
forma financial information
|
|
|
In
accordance with Item 9.01(b), the Registrant's pro forma financial
statements are filed in this Current Report on Form 8-K
as Exhibit 99.2.
|
|
|
(d)Exhibits.
|
The following exhibits are filed as
part of, or incorporated by reference into, this
report
|
|
10.1
Asset Purchase Agreement dated September 18, 2009, between the registrant,
Premier
|
|
|
Alliance
Group, Inc., and PeopleSource, Inc. (incorporated by reference to exhibit
10.1 to
|
|
|
current
report on Form 8-K of the registrant filed with the Commission on
September 21,
|
|
|
2009)
|
.
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 thereto
duly authorized.
|
PREMIER
ALLIANCE GROUP, INC.
|
|||
|
(Registrant)
|
|||
|
DATE:
December 4, 2009
|
By:
|
/s/ Mark S. Elliott
|
|
|
Mark
S. Elliott
|
|||
|
President
|
|||