SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) May 25, 2006
ENGLOBAL CORPORATION
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(Exact name of registrant as specified in its chapter)
Nevada 001-14217 88-0322261
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
654 N. Sam Houston Parkway E., Suite 400, Houston, Texas 77060-5914
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 281-878-1000
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(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):
|_| 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 2.01. Completion of Acquisition or Disposition of Assets
On May 25, 2006, the Company completed its acquisition of WRC Corporation
("WRC"), a privately held firm based in the Denver, Colorado area, pursuant to a
Stock Purchase Agreement by and between the Company and Michael H. Lee, the
President, Chief Operating Officer and sole stockholder of WRC. Under the terms
of the Stock Purchase Agreement, the consideration paid for the capital stock of
WRC totaled $10,060,329.19 consisting of 175,000 shares of Company common stock,
cash and promissory notes paid or payable to Mr. Lee, and the payment of certain
debt obligations of WRC.
WRC provides integrated land management, engineering and related services to the
pipeline, power and transportation industries, among others.
Item 7.01
On May 25, 2006, the Company completed its acquisition of all the outstanding
capital stock of WRC Corporation. A copy of the press release issued by the
Company in connection with the completion of the acquisition is furnished as
Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Number Exhibit
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99.1 Press Release, dated May 30, 2006, of ENGlobal Corporation
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.
ENGlobal Corporation
Date: May 30, 2006 /s/ Natalie S. Hairston
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Natalie S. Hairston, Investor Relations
Officer, Chief Governance Officer and
Corporate Secretary