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):
March 16, 2007
PRIME RESOURCE, INC.
(Exact name of registrant as specified in its charter)
UTAH 333-88480 #04-3648721
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification Number)
1245 East Brickyard Road, Suite 590, Salt Lake City, UT 84106
(Address of Principal Executive Offices) (Zip Code)
(801) 433-2000
Registrant's Telephone Number, Including Area Code
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 1.01. Entry Into A Material Definitive Agreement
On March 16, 2007, Prime Resource, Inc. ("Prime"), entered into a Second
Amendment to the Agreement and Plan of Merger (the "Second Amendment") with
Prime Acquisition, Inc., a wholly-owned subsidiary of Prime ("Merger Sub") and
Broadband Maritime Inc. ("Broadband Maritime").
The Amendment amends the Agreement and Plan of Merger, dated as of January
15, 2007 among Prime, Merger Sub and Broadband Maritime, as amended by the First
Amendment to the Agreement and Plan of Merger, dated February 13, 2007, (the
"Merger Agreement"), as further set forth in the Second Amendment to change the
Closing Date to as soon as practicable on or before March 31, 2007.
Forward Looking Statements
Safe Harbor Statements under The Private Securities Litigation Reform Act
of 1995: This report contains forward-looking statements, including statements
regarding expectations for the acquisition of Broadband Maritime. Such
statements are subject to certain risks and uncertainties, and actual
circumstances, events or results may differ materially from those projected in
such forward-looking statements. Factors that could cause or contribute to
differences include, but are not limited to, the risk that the merger
transaction may not be completed by April 30, 2007, or at all; risks related to
the inability to obtain, or meet conditions imposed for, governmental and other
approvals of the transaction; and risks related to any uncertainty surrounding
the transaction. We caution investors not to place undue reliance on any
forward-looking statements. We do not undertake, and specifically disclaim any
obligation, to update or revise such statements to reflect new circumstances or
unanticipated events as they occur.
EXHIBITS:
2. Second Amendment to Agreement and Plan of Merger, dated March 16,
2007.
99. Press Release, dated March 19, 2007
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SIGNATURES
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.
PRIME RESOURCE, INC.
Date: March 16, 2007 /s/ Terry M. Deru
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Terry M. Deru
President
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