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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LEE MICHAEL H ENGLOBAL CORPORATION 654 N. SAM HOUSTON PKWY, SUITE 400 HOUSTON, TX 77060-5914 |
Pres. & COO, WRC Corp. |
/s/ Michael H. Lee by Natalie S. Hairston, Power of Attorney | 08/29/2006 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | On May 25, 2006, the issuer acquired all of the outstanding capital stock of WRC Corporation pursuant to a Stock Purchase Agreement by and between the issuer and the reporting person. Under the terms of the Stock Purchase Agreement, the consideration paid for the capital stock of WRC Corporation consisted of 175,000 shares of issuer common stock, cash and promissory notes paid or payable to the reporting person, and the payment of certain debt obligations of WRC Corporation. The Stock Purchase Agreement placed a value on the issuer's common stock of $8.00 per share. The 175,000 shares of common stock are currently being held in escrow and are subject to forfeiture during the two-year period following the stock purchase to satisfy claims arising as a result of the reporting person's breach of any of its representations and warranties or covenants in the Stock Purchase Agreement. |