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): December 6, 2010
Commission File Number: 000-50502
PREMIER ALLIANCE GROUP, INC
(Exact Name of registrant as Specified in Its Charter)
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Nevada
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20-0443575
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(State of other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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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 3 - Securities and Trading Markets
Item 3.02.Unregistered Sales of Equity Securities.
On December 6, 2010, the Registrant completed its private placement pursuant to a Term Sheet dated September 3, 2010 and closed on three units of its securities. Each unit (“Unit”) consists of 80,000 shares of the Registrant’s 7% Series B Convertible Preferred Stock (“Preferred Stock”) and 60,000 warrants (“Warrants”). Accordingly, the Registrant will issue an aggregate of 240,000 shares of Preferred Stock and 180,000 Warrants to investors. The Registrant sold the Units to accredited investors, as that term is defined in Rule 501 of the Securities Act of 1933, as amended (the “Act”), pursuant to Regulation D of the Act and Rule 506 promulgated thereunder. Based on the purchase price of $56,000 per Unit, the Registrant raised gross proceeds of $168,000, paid commissions to a registered broker totaling $13,440 and issued 19,200 Warrants for net proceeds of $154,560.
The Preferred Stock (a) pays interest at 7% per annum, (b) is convertible into the Registrant’s common stock at a conversion value of 0.77, subject to customary adjustments, (c) is automatically converted into common stock should the price of the Company’s common stock exceed $2.50, and (d) provides full ratchet anti-dilution for a period of one year from the closing date.
The Warrants are exercisable for a period of five years commencing on the closing date at an exercise price of $0.77 per share. The shares underlying the Warrants have registration rights and the Registrant will undertake to register such shares within 60 days of the closing date, though there can be no assurance such registration statement will ever be declared effective by the SEC.
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.
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PREMIER ALLIANCE GROUP, INC.
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(Registrant)
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DATE: December 14, 2010
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By:
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/s/ Mark S. Elliott
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Mark S. Elliott
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President
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