Attached files
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
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 28, 2009
PERNIX
GROUP, INC.
(Formerly
Telesource International, Inc.)
(Exact
name of registrant as specified in its charter)
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Delaware
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333-92445
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36-4025775
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(State
or other jurisdiction of
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(Commission
file number)
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(IRS
employer
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incorporation
or organization)
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identification
no.)
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860
Parkview Boulevard
Lombard,
Illinois 60148
(Address
of principal executive offices, including zip code)
(630)
620-4787
(Registrant's
telephone number, including area code)
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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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EXPLANATORY
NOTE
This
Current Report on Form 8-K/A is filed as Amendment No. 1 to the Current
Report on Form 8-K (“Form 8-K”) dated December 28, 2009 and filed by Pernix
Group, Inc. (“Pernix Group” or the “Company”) under Items 2.01 and 9.01 on
January 4, 2010. This Amendment No. 1 is being filed to include the
required financial information under Item 9.01 as further described
below.
As
previously disclosed in our Form 8-K, Pernix Group, Inc. purchased 54.4% of the
outstanding shares of stock (or 815,650 shares) of TransRadio SenderSysteme,
Berlin, AG (“TransRadio”) from two shareholders of TransRadio. 650,000 shares
were purchased at $2.70 per share from Lorna Continental, S.A. and 165,650
shares were purchased at $2.70 per share from Senna Finanz Holding, A.G. The
total price for both transactions was $2,202,255. In connection with this
acquisition, effective December 28, 2009, Pernix Group assumed overall
management and control of TransRadio. The Company has entered into
discussions to acquire another 354,350 common voting shares of TransRadio stock
from Listex Enterprises Corp., BVI. Although a final agreement has
not been signed, the Company expects this transaction to occur in the first
quarter of 2010 with an expected acquisition price of approximately $1.0
million.
The
acquisition from Lorna and Senna was financed through the sale of 2,934,000
shares of the Company’s common stock yielding $2,200,500 to Halbarad Group, Ltd.
and Ernil Continental, S.A., who currently own approximately 85.3% of Pernix
Group’s outstanding shares.
TransRadio
is engaged in the development, production and distribution of transmitting and
receiving equipment for broadcast and news transmission, including related
services. TransRadio specializes in research, development and design of modern
AM, VHF/FM and DRM broadcasting systems and delivers customer tailored
solutions. The professional services of TransRadio range from the delivery of
transmitters, antennas, power supplies and air-conditioning systems to the
management of turnkey projects, including all facilities to operate a
broadcasting station.
This
Amendment No. 1 is being filed to include financial statements and pro forma
information required by parts (a) and (b) of Item 9.01 of Form 8-K.
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ITEM 9.01
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FINANCIAL
STATEMENTS AND EXHIBITS
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(a)
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Financial
Statements of Businesses Acquired
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1)
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The
audited financial statements of TransRadio with balance sheets as of
December 31, 2008 and 2007 and statements of income and cash flows
for each of the years ended December 31, 2008 and December 31, 2007,
including the report of the independent auditors.
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2)
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Unaudited
interim balance sheet of TransRadio as of September 30, 2009 and December
31, 2008 and the related unaudited interim statements of income and cash
flows of TransRadio for the nine months ended September 30, 2009 and
2008.
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The
attached financial statements of TransRadio have been prepared in accordance
with generally accepted accounting principles in Germany (“German GAAP”).
Accounting principles generally accepted in Germany depart materially from
accounting principles generally accepted in the United States of America (“US
GAAP”). This document includes the audited financial statements as of and for
the years ended December 31, 2008 and 2007 for TransRadio. The notes to the
financial statements provide a summary of the nature and amounts of significant
differences between German GAAP and U.S. GAAP. The audit of these TransRadio
financial statements was conducted in accordance with U.S. generally accepted
auditing standards (“GAAS”). The audit of the TransRadio financial statements
for the fiscal years ended December 31, 2008 and 2007 were complete as of March
24, 2009 and February 15, 2008 respectively, and there was no disagreement with
PriceWaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft
(“PWC”), TransRadio’s independent auditor through 2008. On August 5, 2009, at
the General Shareholders Meeting, the retention of Ecovis Grieger Mallison,
Berlin as TransRadio’s independent auditor was approved with respect to the
audit of the TransRadio financial statements for its fiscal year ended December
31, 2009.
b. Pro forma financial
information.
The
following pro forma financial information is furnished as Exhibit
99.3:
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(b)
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Pro
Forma Financial Information
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1)
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The
required unaudited pro forma condensed combined balance sheet of Pernix
Group, Inc. and its Subsidiaries as of September 30, 2009 and the related
unaudited pro forma condensed combined statements of operations for the
nine months ended September 30, 2009 and the year ended December 31,
2008
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(d)
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Exhibits
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Exhibit No.
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Description
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Audited
balance sheets of TransRadio as of December 31, 2008 and 2007 and
statements of income and cash flows of TransRadio for the years ended
December 31, 2008 and 2007, including the report of the independent
auditors.
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Unaudited
interim balance sheets of TransRadio as of September 30, 2009 and December
31, 2008 and the related unaudited interim statements of income and cash
flows of TransRadio for the nine months ended September 30, 2009 and
2008
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Unaudited
pro forma condensed combined balance sheet of Pernix Group, Inc. and its
Subsidiaries as of September 30, 2009 and the related unaudited pro forma
condensed combined statements of operations for the nine months ended
September 30, 2009 and the fiscal year ended December 31,
2008.
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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 thereunto
duly authorized.
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Pernix
Group Inc. (Registrant)
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By:
/s/ Greg Grosvenor
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Greg
Grosvenor, Chief Financial Officer
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Date: March
16, 2010
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