Attached files
| file | filename |
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| EX-16.1 - EX-16.1 - Pernix Group, Inc. | a13-27068_1ex16d1.htm |
| EX-16.2 - EX-16.2 - Pernix Group, Inc. | a13-27068_1ex16d2.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): December 19, 2013
PERNIX GROUP, INC.
(Exact Name of Registrant as Specified in 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 Incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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151 E. 22nd Street Lombard, Il. |
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60148 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
(630) 620-4787
(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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 December 19, 2013, Pernix Group, Inc. (the “Company”) entered into Preferred Stock Purchase Agreements (the “SPAs”) with each of Ernil Continental S.A., BVI (“Ernil”) and Halbarad, Ltd., BVI (“Halbarad”). Pursuant to the terms of the SPAs, Ernil and Halbarad have agreed to make investments of $2,750,000 and $2,250,000, respectively, in the Company in the form of 550,000 shares and 450,000 shares, respectively, of Series A Cumulative Convertible Preferred Stock.
The closing of SPAs is subject to customary closing conditions and is scheduled for December 30, 2013.
The description of the SPAs above is qualified in its entirety by reference to the full text of the SPAs filed as Exhibits 16.1 and 16.2, which is incorporated herein by reference.
Item 3.02 — Sale of Unregistered Equity Securities
The information set forth in Item 1.01 above is hereby incorporated by reference in this Item 3.02.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit |
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Description of Exhibit |
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16.1 |
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Preferred Stock Purchase Agreement, dated December 19, 2013, by and between Pernix Group, Inc. and Ernil Continental S.A., BVI |
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16.2 |
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Preferred Stock Purchase Agreement, dated December 19, 2013, by and between Pernix Group, Inc. and Halbarad, Ltd., BVI |
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 hereunto duly authorized.
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PERNIX GROUP, INC. | |
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By: |
/s/ Nidal Z. Zayed |
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Nidal Z. Zayed |
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President and Chief Executive Officer |
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By: |
/s/ Gregg D. Pollack |
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Gregg D. Pollack |
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Vice President — Administration and Chief Financial Officer |
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By: |
/s/ Carol J. Groeber |
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Carol J. Groeber |
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Corporate Controller and Principal Accounting Officer |
Dated: December 23, 2013