fm8k-sycamore.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): July 31, 2009
PACIFIC
ALLIANCE CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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000-51777
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87-044584-9
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1661
Lakeview Circle
Ogden,
Utah 84403
(Address
of principal executive offices) (Zip Code)
801-399-3632
(Registrant’s
telephone number, including area code)
___________________
(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:
£ 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
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On June
26, 2009, the registrant, Pacific Alliance Corporation, a Delaware corporation
“Pacific,” entered into an Exchange Agreement (the “Exchange Agreement”) with
Superior Filtration Products, LLC, a Florida limited liability Company
(“Superior”), and the members of Superior (“Superior Members”). A copy of the
Exchange Agreement was attached as Exhibit 2.1 to a Form 8-K filed by Pacific on
June 30, 2009 disclosing the execution of the Exchange Agreement.
Superior
is in the business of manufacturing and marketing air filtration products.
Superior offers a broad line of air filtration products and related equipment
and hardware. These products are marketed through both big box retail
and independent distributor networks to the end users. Superior began
operations in January of 2008. Superior designs, manufactures and
markets a broad range of air filtration products, including (i) high-end High
Efficiency Particulate Air (HEPA) filters, with at least 99.97% efficiency, and
Absolute Isolation Barriers for the creation of synthesized atmospheres to
control manufacturing environments and for the absolute control and containment
of contaminants and toxic gases in certain manufacturing processes: (ii)
mid-range filters for individual and commercial use, which fall under
specifications which are categorized by efficiency ratings established by the
American Society of Heating Refrigeration and Air Conditioning Engineers
("ASHRAE"); and (iii) standard-grade, low cost filters typically off-the-shelf
for standard residential and commercial furnace and air conditioning
applications. The closing of the Exchange Agreement is subject to
numerous conditions and there can be no assurance that the acquisition will be
completed.
The
Exchange Agreement provided for a closing and a termination date of July 31,
2009. The parties have agreed to amend the Exchange Agreement to
extend the closing date and the termination date to October 31,
2009.
ITEM
8.01 OTHER EVENTS
Mark A. Scharmann and David Knudson,
officers and directors of Pacific, are members and affiliates of Sycamore
Ventures, LLC, Series 1, a Utah limited liability company (“Sycamore”). Mr.
Scharmann is the managing member of Sycamore. Sycamore has, and will, enter into
various agreements with Superior which provide that Sycamore will attempt to
assist Superior in the marketing of its filter and other products by referring
potential customers to Superior. Such agreements have, and will, provide that
Sycamore will be compensated by Superior with commissions for products actually
purchased by customers who were referred to Superior by Sycamore and its
members. The commissions’ payable by Superior to Sycamore will range
from 5% to 10% of the net income from products sold by Superior to the customers
referred by Sycamore and its members. The payment of such commissions will be
solely for actual product sales and not attributed to the sale of any
securities. Such commissions will be payable even if the Offering or
the acquisition of Superior is not completed. As members of Sycamore,
Mr. Scharmann and Mr. Knudson will share in commissions actually paid to
Sycamore by Superior.
Sycamore intends to assist Superior in
its marketing efforts both before and after the closing of the Superior
acquisition.
The relationship between Sycamore and
Superior relating to commissions for product sales, may result in a conflict of
interest for Mr. Scharmann and Mr. Knudson.
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.
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PACIFIC
ALLIANCE CORPORATION (Registrant)
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Date:
August 5, 2009
By: /s/ Mark A.
Scharmann
Mark A.
Scharmann,
President