fm8k-loi.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 10,
2009
PACIFIC
ALLIANCE CORPORATION
(Exact
name of registrant as specified in its charter)
|
Delaware
|
|
000-51777
|
|
87-044584-9
|
|
(State
or other jurisdiction of incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer Identification No.)
|
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
8.01 OTHER EVENTS
On
December 10, 2009, Pacific Alliance Corporation, a Delaware corporation
“Pacific,” entered into a non-binding letter of intent (“LOI”) relating to a
proposed transaction (“Proposed Transaction”) to acquire Star Leasing, Inc., a
North Carolina corporation.
The
Proposed Transaction is subject to numerous conditions and there is no assurance
that the Proposed Transaction will be completed. Conditions include,
but are not limited to, the negotiation and execution of a definitive Merger
Agreement by Pacific and Star Leasing, approval of the Proposed Transaction by
the shareholders of Star Leasing, the completion of audited financial statements
by Star Leasing and various other conditions.
The LOI
provides that Pacific proposes to acquire Star leasing in a reverse triangular
merger whereby Star Leasing will become a wholly-owned subsidiary of
Pacific. It is proposed that the Shareholders of Star leasing will be
issued 20,000,000 shares of Pacific’s common stock, calculated after a 1-for-20
reverse stock split that will be effected by Pacific in the near future. The
proposed reverse stock split of Pacific has been disclosed in previous filings
made with the Securities and Exchange Commission.
Star Leasing is in
the trucking industry and is a general commodity carrier. Star
Leasing was founded in 1983 and currently has more than 100
employees. It has operations in 48 states, Canada
and Mexico. Since its formation, Star Leasing has expanded
its business to include full-circle logistical and brokerage services,
warehousing, and distribution. Star Leasing provides local delivery for its
warehousing and distribution services.
If the
Proposed Transaction is completed, of which there can be no assurance, Pacific
will own and operate Star Leasing as a wholly-owned
subsidiary. Pacific will continue to own and operate its
wholly-owned subsidiary, Superior Filtration Products, LLC
(“Superior”). Superior is in the business of manufacturing and
marketing air filtration products. Pacific believes that the
acquisition of Star Leasing will result in a synergistic relationship between
Superior and Star Leasing.
Randall
Menscer, a director and shareholder of Pacific is an officer, director and
shareholder of Star Leasing.
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.
PACIFIC
ALLIANCE CORPORATION
Date: December
14, 2009
By: /s/
Steven clark, CEO/President