-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KuTInQXFDs8tn2V0ShTfkMGc4r/rkzdPC93dzoFk2e7wrOXlhMJ17+kjVr6T6azc 7PgvqFQCZIZEPmcLr8m7AQ== 0000915127-09-000016.txt : 20090316 0000915127-09-000016.hdr.sgml : 20090316 20090316161917 ACCESSION NUMBER: 0000915127-09-000016 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090316 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets FILED AS OF DATE: 20090316 DATE AS OF CHANGE: 20090316 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHC INC /MA/ CENTRAL INDEX KEY: 0000915127 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 042601571 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33323 FILM NUMBER: 09684562 BUSINESS ADDRESS: STREET 1: 200 LAKE ST STE 102 CITY: PEABODY STATE: MA ZIP: 01960 BUSINESS PHONE: 9785362777 MAIL ADDRESS: STREET 1: 200 LAKE ST STREET 2: STE 102 CITY: PEABODY STATE: MA ZIP: 01960 8-K 1 k8_031609.htm COMPLETION OF ACQUISITION k8_031609.htm
UNITED STATES
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): March 13, 2009
 
PHC, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
Massachusetts
(State of Incorporation or Organization)
 
 
1-33323
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:
 
 
 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-4c))
 

 
 
 



Item 2.01 Completion of Acquisition or Disposition of Assets
 
On March 13, 2009 PHC, Inc. (the “Company”) completed the sale of all the assets of its research division, Pivotal Research Centers, Inc. (“Pivotal”), a Delaware corporation, to Premier Research International, LLC, (“Premier”), a Delaware limited liability company.  The other parties to the Agreement include Premier Research Arizona, LLC, a Delaware limited liability company and wholly-owned subsidiary of Premier, and Pivotal Research Centers, LLC, an Arizona limited liability company.

Pursuant to the original Asset Purchase Agreement dated January 12, 2009 and extended February 28, 2009 Premier paid the Company $3,000,000 in cash on March 13, 2009 in exchange for all the assets of Pivotal except for certain excluded assets, and Premier assumed a minimal amount of operating liabilities incurred by Pivotal prior to the closing.  In addition to the above, under the Asset Purchase Agreement, Premier is obligated to make additional payments to the Company of up to $2,000,000 contingent on specific earnings targets being met in the twelve calendar months following the effective closing date of the transaction of February 28, 2009.  Premier Research Group, Ltd, a limited company organized under the laws of England and Wales and parent of Premier, has guaranteed all of Premier’s obligations under the Agreement.  Upon completion of the sale, the Company incurred a broker fee of approximately $150,000.


 
 
 


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: March 16, 2009
By: /s/ Bruce A. Shear
Bruce A. Shear
President
  
   
       
 
 

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