UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C FORM 8 K

Transcription

1 8 K 1 prxg_8k.htm FORM 8 K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C 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): June 15, 2015 PERNIX GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) (Commission File Number) 151 E. 22nd Street Lombard, Illinois (Address of Principal Executive Offices) (Zip Code) (630) (Registrant s telephone number, including area code) (I.R.S. Employer Identification No.) (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 ) Soliciting material pursuant to Rule 14a 12 under the Exchange Act (17 CFR a 12) Pre commencement communications pursuant to Rule 14d 2(b) under the Exchange Act (17 CFR d 2(b)) Pre commencement communications pursuant to Rule 13e 4(c) under the Exchange Act (17 CFR e 4(c)) 1/5

2 ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. On June 15, 2015 (the Closing Date ), Pernix Group, Inc. ( Pernix ), through its wholly owned subsidiary, Pernix Guam, LLC ( Pernix Guam ), completed the previously announced acquisition of certain assets of dck Pacific Guam, LLC ( dck pacific guam ) and dck worldwide, LLC s ( dck worldwide ) 55% membership interest in dckecc Pacific Guam, LLC (the JV ), a joint venture with Environmental Chemical Corporation, pursuant to the definitive purchase agreement (the Agreement ) dated June 9, 2015 entered into by and among Pernix Guam, Pernix and dck pacific guam, dck worldwide, dck worldwide Holdings, Inc., and dck pacific region, LLC (collectively dck ). The total purchase price is approximately $1.8 million, of which, approximately $1.5 million had been paid as of the Closing Date, with the payment of the remaining $0.3 million subject to the occurrence of certain conditions as set forth in the Agreement. Pursuant to the terms of the Agreement, as of the Closing Date, Pernix Guam assumed the employment of certain employees of dck pacific guam and acquired, among other things, all vehicles, fixed assets and equipment owned by dck pacific guam, and certain leased real property, raw materials, supplies, and certain intellectual property rights. The JV operates on the island of Guam and holds a Design Build Multiple Award Construction Contract (the DB MACC ) with the United States Naval Facilities Engineering Command ( NAVFAC ). The DB MACC serves as a pre qualification for future work issued through NAVFAC task orders. There are four task orders under the DB MACC. Pursuant to the Agreement, on the Closing Date, the members of the JV executed an amended and restated operating agreement of the JV (the Amended JV Agreement ), under which Pernix Guam s membership interest in the JV represents a 96% interest in one DB MACC task order called P 109 for the design and construction of an aircraft maintenance hanger on the island of Guam with a contract value of $53.6 million. In accordance with the Agreement and the Amended JV Agreement, the Pernix Guam s interest, rights and obligations with respect to the JV are limited to the P 109 task order, and the other members of the JV retain all other interests, rights and obligations with respect to the JV. To that end, on the Closing Date, the JV entered into an agreement with dck for the completion of all remaining work on the non P 109 task orders. dck will fully indemnify and hold harmless Pernix Guam and its affiliates and the P 109 assets of the JV from and against any and all damages from any claim, to the extent that such claim arises as a result of or relates to any non P109 task order. Pernix Guam and its affiliates are also indemnified through a payment and performance bond on the non P109 task orders. The foregoing summary of the material terms of the Agreement does not purport to be complete and is subject to and qualified in its entirety by, the full text of the Agreement, which is included as Exhibit 2.1 to the Current Report on Form 8 K that Pernix filed with the SEC on June 15, 2015 and is incorporated herein by reference /5

3 ITEM 8.01 OTHER EVENTS. Pernix issued a press release announcing the Agreement on June 15, A copy of Pernix s press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. Forward Looking Statements Safe Harbor This Current Report on Form 8 K includes statements that may constitute forward looking statements conveying management s expectations as to the future based on current plans, estimates and projections. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of You can identify these statements by the fact that they do not relate strictly to historical or current facts. In some cases, forward looking statements can be identified by words such as may, should, could, anticipate, estimate, expect, project, intend, plan, believe, predict, potential, continue or comparable terms. Investors are cautioned that any such forward looking statements are not guarantees of future performance and, because such statements inherently involve risks and uncertainties, actual results may differ materially from those in the forwardlooking statements as a result of various factors. Investors are cautioned not to place undue reliance on these forward looking statements, which speak only as of the date hereof. Important factors that could cause or contribute to such differences include but are not limited to risks associated with Pernix s ability to consummate the transactions contemplated under the Agreement, as well as the other risks described above and in Pernix s periodic filings with the Securities and Exchange Commission. Pernix does not undertake any duty to update these forward looking statements after the date hereof even though Pernix s situation may change in the future, except as required by law. All of the forward looking statements herein are qualified by these cautionary statements /5

4 ITEM FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits. The following documents are filed herewith: Exhibit No. Description Purchase Agreement, dated June 9, 2015, by and among Pernix Group, LLC, Pernix Group, Inc., dck Pacific Guam, LLC, dck worldwide Holdings, Inc. and dck pacific region, LLC, incorporated by reference to Exhibit 2.1 of the Pernix Form 8 K filed June 15, Press Release, dated June 15, /5

5 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. PERNIX GROUP, INC. By: /s/ Nidal Z. Zayed Nidal Z. Zayed President and Chief Executive Officer By: /s/ Patrick J. Gainer Patrick J. Gainer Chief Financial Officer Dated: June 16, /5

6 6/17/2015 Press Release EX prxg_ex99z1.htm PRESS RELEASE Pernix Group, Inc. Acquires Certain Assets of dck pacific guam, LLC and a Membership Interest in dckecc pacific guam, LLC Joint Venture LOMBARD, IL June 15, 2015 Pernix Group, Inc. (OTCQB: PRXG), a construction company recognized by Engineering News Record for being one of the Top 50 American Contractors working abroad for the last four years in a row, today announced that it has closed on an agreement to acquire through a wholly owned subsidiary certain assets of dck pacific guam, LLC that will complement Pernix s expanding Pacific operations. The acquisition also includes the acquisition of dck worldwide, LLC s 55% membership interest in dck ecc pacific guam, LLC, a joint venture with Environmental Chemical Corporation with operations in Guam (the JV ), which is currently executing a $53.6 million dollar contract for the Naval Facilities Engineering Command for the design and construction of an aircraft maintenance hangar to provide operational and maintenance facilities for the 1st Marine Aircraft Wing at Andersen Air Force Base in Guam. Upon today s closing of the transaction with dck, Pernix assumes a 96% interest in all rights and obligations of the JV with respect to the aircraft maintenance hangar project, while the other members of the JV retain the rights to all other projects of the JV. The addition of an equipment fleet and the hiring of personnel with years of experience on Guam completing new construction and renovation work on institutional, retail, hotel, recreational, offices, and industrial facility space expands and strengthens Pernix s capabilities and positions the Company to rapidly respond to the growing commercial and U.S. Military needs on Guam. This acquisition will add to Pernix s existing personnel on Guam, and increase the Company total employee count on Guam to 81 personnel. It also adds to Pernix s construction equipment fleet, including various cranes, lifts, generators, compressors, and many other construction equipment, along with more than 30 cars, trucks, and trailers. CEO & President of Pernix, Nidal Z. Zayed stated We ve been on the Islands for nearly 20 years and are proud to plant our roots here even deeper. Our mission has always been to safely deliver complex projects worldwide for the most discriminating customers while consistently exceeding all their expectations, and we re very excited to be bringing our management capability to serve the local Guam construction market. Our capabilities for sustainable design and construction in the federal, commercial, industrial, and power markets will make us a leading contractor in Micronesia. Mr. Zayed continued by saying The addition of these personnel, equipment fleet, and backlog at Andersen AFB will leverage Pernix s growing construction portfolio and position us to capture new construction opportunities stemming from the $8 billion dollar Federal build up program for re locating 5,000 Marines to Guam. He went on to state, This team of leading construction industry professionals has been on Guam since 1985, and has been responsible for more than 20 major construction contracts for the local commercial and Federal Government. We are now extremely well positioned to capture a significant share of the local commercial and public market which in our opinion will boom over the next decade. Guam is a very beautiful and strategic Island. It not only attracts nearly two million visitors a year, it is also the front line in our military's presence in the Pacific. We are excited to have this team of accomplished professionals join the Pernix Family and look forward to offering our expanded capabilities throughout Micronesia. Pernix s Chairman of the Board, Mr. Don Gunther, stated This acquisition demonstrates our continued 1/2

7 6/17/2015 Press Release commitment to the Pacific Islands and puts Pernix on a growth trajectory with great value to our shareholders in growing revenue through new opportunities and more robust capabilities. About Pernix Group, Inc. Pernix Group, Inc. is a global company with its headquarters in Lombard, Illinois. The Company is engaged in three primary markets: Federal Government, Commercial & Industrial, and Power. Pernix has full scale construction and management capabilities, with operations in the United States, Africa, the Middle East, and the South Pacific. Additional information is available at Forward Looking Statement Certain of the statements made in this press release are forward looking statements within the meaning of the Securities Litigation Reform Act of Such statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward looking statements. Potential risks and other factors that could cause or contribute to actual results differing materially from such forward looking statements are discussed in greater detail in the Company s filings with the U.S. Securities and Exchange Commission. Contact: Patrick J. Gainer Chief Financial Officer Pernix Group, Inc. Tel: (630) pgainer@pernixgroup.com 2/2