Attached files
| file | filename |
|---|---|
| EX-2.1 - SP Acquisition Holdings, Inc. | ex21to8k06856_10132009.htm |
| EX-99.1 - SP Acquisition Holdings, Inc. | ex991to8k06856_10132009.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): October 13,
2009
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SP
ACQUISITION HOLDINGS,
INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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001-142696
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20-8523583
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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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590
Madison Avenue, 32nd Floor, New York,
NY
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10022
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (212)
520-2300
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N/A
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(Former
name or former address, if changed since last
report.)
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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 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))
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Item
3.01.
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
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The
information set forth below under Item 8.01 is incorporated herein by
reference.
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Item
8.01.
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Other
Events.
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On
October 13, 2009, SP Acquisition Holdings, Inc. (the “Company”) issued a press
release announcing the Company’s proposed plan of liquidation (the “Plan of
Liquidation”). A copy of the Plan of Liquidation is attached as
Exhibit 2.1 to this Current Report on Form 8-K and is incorporated in this Item
8.01 by reference. As of the close of business on October 14, 2009, the
Company’s share transfer books were closed and the NYSE Amex thereafter
suspended trading. Since the Company did not consummate a business combination
by October 10, 2009, the time frame required by its Amended and Restated
Certificate of Incorporation (“Certificate of Incorporation”) and the
terms of its initial public offering, the Company’s existence terminated and the
Company adopted the Plan of Liquidation in accordance with its Certificate of
Incorporation and applicable Delaware law.
The
Company expects to distribute the amounts held in its trust account, which
consist of proceeds from the Company’s initial public offering, together with
the deferred portion of the underwriters’ discount and commission and unexpended
interest (net of applicable taxes and reserves for contingent
liabilities). Liquidating distributions will be made to holders of
shares of the Company’s common stock issued in the Company’s initial public
offering payable upon presentation of certificates evidencing shares in the
Company. Stockholders whose stock is held in “street name” through a
broker will automatically receive payment through the Depository Trust
Company. The liquidating distribution is expected to be approximately
$9.85 per share. No payments will be made with respect to any of the
Company’s outstanding warrants or shares of common stock that were issued prior
to the Company’s initial public offering.
The
Company and NYSE Amex are in the process of deregistering the Company’s
securities under the Securities and Exchange Act of 1934, as amended, and the
Company’s securities have been delisted from the NYSE Amex. As a
result, the Company will no longer be a public reporting company and its
securities will cease trading on the NYSE Amex as of the close of business on
October 14, 2009.
The full
text of the press release is attached as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated in this Item 8.01 by reference.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description
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2.1
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Plan
of Liquidation of SP Acquisition Holdings, Inc.
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99.1
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Press
Release dated October 13, 2009.
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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 thereunto
duly authorized.
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Date:
October 15, 2009
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SP
ACQUISITION HOLDINGS, INC.
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By:
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/s/
Jack L. Howard
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Jack
L. Howard
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Chief
Operating Officer and Secretary
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2
EXHIBIT
INDEX
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Exhibit No.
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Description
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2.1
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Plan
of Liquidation of SP Acquisition Holdings, Inc.
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99.1
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Press
Release dated October 13,
2009.
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3