fm8k-1209.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 23,
2009
PACIFIC
ALLIANCE CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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0-51777
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87-0445894-9
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1661 Lakeview Circle, Ogden,
Utah
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84403
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(Address
of principal executive offices)
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(Zip
Code)
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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 3.03 Material
Modification to Rights of Security Holders.
Effective
December 23, 2009, Pacific Alliance Corporation (the “Company”) filed a
Certificate of Amendment to the Company’s Restated Certificate of Incorporation
which effected a reverse stock split of the Company’s common stock at a reverse
split ratio of one share for twenty shares. The Reverse Stock Split
was approved by the Company’s Board of Directors on November 11,
2009. In lieu of a meeting of stockholders, the Company obtained the
written consent of the Reverse Split by the holders of more than 93% of the
total votes entitled to be cast on the reverse split proposal.
The
Company’s Board of Directors and consenting stockholders also approved a
proposal to increase the number of shares of common stock authorized from
100,000,000 to 250,000,000 and the number of shares of preferred stock
authorized from 5,000,000 to 20,000,000. The increase in the
Company’s authorized capital will be effected by the filing of the Certificate
of Amendment to Restated Certification of Incorporation described above, which
also relates to the Reverse Stock Split.
Immediately
following the effective time of the Reverse Stock Split, every twenty
outstanding shares of common stock were combined automatically into one share of
common stock. Fractional shares resulting from the Reverse Stock Split were
rounded up to the next whole number.
Each
shareholder’s percentage ownership in the Company and proportional voting power
remains unchanged after the reverse stock split, except for minor changes and
adjustments resulting from the treatment of fractional shares.
Trading
in Pacific Alliance Corporation’s common stock on the OTCBB will begin on a
split-adjusted basis at the open of trading on December 23, 2009. The new
CUSIP number for the Company’s common stock will be 693790 206.
The
Company’s pre-split trading symbol was PALC. For 20 business days
after December 23, 2009, the Company’s trading symbol will be
PALC-D. After such 20 business day period, the trading symbol will
revert back to PALC.
The
Company issued a press release on December 23, 2009 announcing the reverse stock
split. A copy of that press release is attached as an exhibit to this
report.
Item 9.01 Financial
Statements and Exhibits.
(d)
Exhibits
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Exhibits
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Description
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Certificate
of Amendment to the Company’s Amended and Restated Articles of
Incorporation
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Press
Release issued December 23,
2009
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
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Dated: December
23, 2009
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PACIFIC
ALLIANCE CORPORATION
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By: /s/
Steven Clark
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Chief
Executive Officer/President
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