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PHC > SEC Filings for PHC > Form 8-K on 16-Mar-2009All Recent SEC Filings

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Form 8-K for PHC INC /MA/


16-Mar-2009

Completion of Acquisition or Disposition of Assets


Item 2.01 Completion of Acquisition or Disposition of Assets

On March 13, 2009 PHC, Inc. (the "Company") completed the sale of all the assets of its research division, Pivotal Research Centers, Inc. ("Pivotal"), a Delaware corporation, to Premier Research International, LLC, ("Premier"), a Delaware limited liability company. The other parties to the Agreement include Premier Research Arizona, LLC, a Delaware limited liability company and wholly-owned subsidiary of Premier, and Pivotal Research Centers, LLC, an Arizona limited liability company.

Pursuant to the original Asset Purchase Agreement dated January 12, 2009 and extended February 28, 2009 Premier paid the Company $3,000,000 in cash on March 13, 2009 in exchange for all the assets of Pivotal except for certain excluded assets, and Premier assumed a minimal amount of operating liabilities incurred by Pivotal prior to the closing. In addition to the above, under the Asset Purchase Agreement, Premier is obligated to make additional payments to the Company of up to $2,000,000 contingent on specific earnings targets being met in the twelve calendar months following the effective closing date of the transaction of February 28, 2009. Premier Research Group, Ltd, a limited company organized under the laws of England and Wales and parent of Premier, has guaranteed all of Premier's obligations under the Agreement. Upon completion of the sale, the Company incurred a broker fee of approximately $150,000.


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