Attached files
| file | filename |
|---|---|
| EX-99.3 - Cullen Agricultural Holding Corp | v163442_ex99-3.htm |
| EX-22.1 - Cullen Agricultural Holding Corp | v163442_ex22-1.htm |
| EX-99.2 - Cullen Agricultural Holding Corp | v163442_ex99-2.htm |
| EX-99.4 - Cullen Agricultural Holding Corp | v163442_ex99-4.htm |
| EX-99.1 - Cullen Agricultural Holding Corp | v163442_ex99-1.htm |
| EX-10.13 - Cullen Agricultural Holding Corp | v163442_ex10-13.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 22,
2009
CULLEN AGRICULTURAL HOLDING
CORP.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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000-53806
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27-0863248
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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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22 Barnett Shoals Road, Watkinsville,
GA
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30677
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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: (706)
614-4931
Not
Applicable
(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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.01.
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Completion
of Acquisition or Disposition of
Assets.
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On
October 22, 2009, pursuant to an Agreement and Plan of Reorganization (the
“Merger
Agreement”), dated as of September 4, 2009, as amended, among Triplecrown
Acquisition Corp. (“Triplecrown”), Cullen
Agricultural Holding Corp. (“CAH”), CAT Merger
Sub, Inc. (“Merger
Sub”), Cullen Agricultural Technologies, Inc. (“Cullen Agritech”) and
Cullen Inc. Holdings Ltd. (“Cullen Holdings”),
Triplecrown consummated its proposed business combination with Cullen Agritech
(the “Merger”). Prior
to the Merger, CAH was a wholly owned subsidiary of Triplecrown, Merger Sub was
a wholly owned subsidiary of CAH and Cullen Holdings was the sole stockholder of
Cullen Agritech. Pursuant to the Merger, (i) Triplecrown merged with
and into CAH with CAH surviving as the new publicly-traded corporation and (ii)
Merger Sub merged with and into Cullen Agritech with Cullen Agritech surviving
as a wholly owned subsidiary of CAH. As a result of the Merger, the
former security holders of Triplecrown and Cullen Agritech became the security
holders of CAH. Thus, CAH is now a holding company, operating through
its wholly-owned subsidiary, Cullen Agritech. On October 22, 2009,
CAH issued a press release announcing the closing of the Merger (the “Closing”), which is
attached to this Current Report on Form 8-K as Exhibit 99.2.
In
connection with the Merger, the warrant agreement governing the Triplecrown
warrants (which became CAH warrants upon the Closing) was amended to (i)
increase the exercise price of the warrants from $7.50 per share to $12.00 per
share, (ii) extend the expiration date of the warrants from October 21, 2012 to
October 21, 2013 and (iii) increase the price at which the stock must trade for
the warrants to be called for redemption from $13.75 per share to $17.00 per
share.
In
connection with the transactions, Triplecrown entered into “forward contracts”
to purchase approximately 39.4 million of the shares of its common stock sold in
its initial public offering in privately negotiated transactions from
stockholders who would otherwise have voted against the Merger for an aggregate
purchase price of approximately $385 million. The closing of such
purchases was effected on the Closing out of the funds that were held in
Triplecrown’s trust account and were released as a result of the
Merger. In connection with such purchases, Triplecrown paid a fee to
Victory Park Capital Advisors, LLC of $1,154,156.96 for purchasing an aggregate
of approximately 15.5 million shares from stockholders who would
otherwise have voted against the Merger.
Upon
completion of the transactions, Cullen Holdings, the prior holder of common
stock of Cullen Agritech which is beneficially owned and controlled by Eric
Watson, was issued 15,881,148 shares of CAH common stock for his interest in
Cullen Agritech. Of this amount, 1,588,114 shares were deposited in escrow to
secure the indemnification obligations owed to Triplecrown under the Merger
Agreement. Additionally, two consultants to Triplecrown were issued
an aggregate of 455,000 shares of common stock of CAH.
After
giving effect to the Merger and the issuances to Triplecrown’s two consultants,
there are currently outstanding 19,247,311 shares of CAH common stock and
74,000,000 warrants, each to purchase one share of CAH common
stock.
Upon the
Closing, Triplecrown’s common stock, units and warrants ceased trading and CAH’s
common stock and warrants will begin trading on the Over The Counter
Bulletin Board shortly after the closing. New symbols will be announced once
known.
Upon the
Closing, CAH also entered into an escrow agreement to provide a fund to secure
certain indemnification obligations of Cullen Holdings to
Triplecrown. Pursuant to the escrow agreement, 1,588,114
(approximately 10%) of the shares issued to Cullen Holdings were placed in
escrow. The material terms of the escrow agreement are contained in
the sections of the Definitive Proxy Statement/Prospectus filed under Rule
424(b)(3) on October 13, 2009 (File No. 333-161773) (the “Proxy
Statement/Prospectus”) entitled “The Merger Proposal –
Indemnification” beginning on page 54 and are hereby incorporated by
reference.
Business
The
business of Cullen Agritech is described in the Proxy Statement/Prospectus in
the Section entitled “Business
of Cullen Agritech” beginning on page 112 and that information is
incorporated herein by reference.
Risk
Factors
The risks
associated with Cullen Agritech’s business are described in the Proxy
Statement/Prospectus in the Section entitled “Risk Factors” beginning on
page 26 and are incorporated herein by reference.
Financial
Information
Reference
is made to the disclosure set forth in Section 9.01 of this Current Report on
Form 8-K concerning the financial information of CAH and Cullen Agritech and
affiliates. Reference is further made to the disclosure contained in
the Proxy Statement/Prospectus in the Section entitled “Cullen Agritech’s Management’s
Discussion and Analysis of Financial Condition and Results of Operations”
beginning on page 142, which is incorporated herein by reference.
Employees
The
employees of Cullen Agritech are described in the Proxy Statement/Prospectus in
the Section entitled “Business
of Cullen Agritech – Employees” on page 141 and that information is
incorporated herein by reference.
Properties
The
facilities of Cullen Agritech are described in the Proxy Statement/Prospectus in
the Section entitled “Business
of Cullen Agritech – Properties” on page 139 and is incorporated herein
by reference.
Security
Ownership of Certain Beneficial Owners and Management
The
beneficial ownership of CAH common stock immediately after the Closing is
described in the Proxy Statement/Prospectus in the Section entitled “Beneficial Ownership of
Securities” beginning on page 158 and that information is incorporated
herein by reference.
Directors
and Executive Officers
CAH’s
directors and executive officers upon the Closing are described in the Proxy
Statement/Prospectus in the Section entitled “Management of CAH Following the
Merger” beginning on page 148 and that information is incorporated herein
by reference.
Executive
Compensation
The
executive compensation of CAH’s executive officers and directors is described in
the Proxy Statement/Prospectus in the Section entitled “Management of CAH Following the
Merger” beginning on page 148 and that information is incorporated herein
by reference.
Certain
Relationships and Related Transactions
The
certain relationships and related party transactions of CAH are described in the
Proxy Statement/Prospectus in the Section entitled “Certain Relationships and Related
Transactions” beginning on page 161 and are incorporated herein by
reference.
Additionally,
upon the Closing, CAH issued to Cullen Holdings a promissory note in the amount
of $6,869,382.73, representing the purchase price of a certain piece of land to
be used by CAH following the Closing. Such promissory note accrues
interest at the rate of 8% per annum and is to be repaid as soon as practicable
but no later than 90 days from the date of issuance.
Market
Price of and Dividends on the Registrant’s Common Equity and
Related Stockholder Matters
The
market price of and dividends on CAH common stock and related stockholder
matters are described in the Proxy Statement/Prospectus in the Section entitled
“Price Range of Securities and
Dividends” on page 169 and such information is incorporated herein by
reference.
Upon the
Closing, Triplecrown’s common stock, units and warrants ceased trading and CAH’s
common stock and warrants began trading on the Over The Counter Bulletin
Board.
Description
of Registrant’s Securities to be Registered
The
description of CAH’s securities is contained in the Proxy Statement/Prospectus
in the Section entitled “Description of Securities”
beginning on page 165 and is incorporated herein by reference.
Indemnification
of Directors and Officers
CAH’s
Amended and Restated Certificate of Incorporation provides that all directors,
officers, employees and agents of the Registrant shall be entitled to be
indemnified by the Company to the fullest extent permitted by Section 145 of the
Delaware General Corporation Law.
Section
145 of the Delaware General Corporation Law concerning indemnification of
officers, directors, employees and agents is set forth below.
“Section
145. Indemnification of officers, directors, employees and agents;
insurance.
“(a) A
corporation shall have power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person’s conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which the person reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that the person’s conduct was unlawful.
“(b) A
corporation shall have power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including attorneys’
fees) actually and reasonably incurred by the person in connection with the
defense or settlement of such action or suit if the person acted in good faith
and in a manner the person reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.
“(c) To
the extent that a present or former director or officer of a corporation has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections (a) and (b) of this section, or in defense
of any claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys’ fees) actually and reasonably incurred by such
person in connection therewith.
“(d) Any
indemnification under subsections (a) and (b) of this section (unless ordered by
a court) shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the present or former
director, officer, employee or agent is proper in the circumstances because the
person has met the applicable standard of conduct set forth in subsections (a)
and (b) of this section. Such determination shall be made, with
respect to a person who is a director or officer at the time of such
determination, (1) by a majority vote of the directors who are not parties to
such action, suit or proceeding, even though less than a quorum, or (2) by a
committee of such directors designated by majority vote of such directors, even
though less than a quorum, or (3) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (4)
by the stockholders.
“(e) Expenses
(including attorneys’ fees) incurred by an officer or director in defending any
civil, criminal, administrative or investigative action, suit or proceeding may
be paid by the corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be determined
that such person is not entitled to be indemnified by the corporation as
authorized in this section. Such expenses (including attorneys’ fees)
incurred by former directors and officers or other employees and agents may be
so paid upon such terms and conditions, if any, as the corporation deems
appropriate.
“(f) The
indemnification and advancement of expenses provided by, or granted pursuant to,
the other subsections of this section shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in such person’s official capacity and
as to action in another capacity while holding such office.
“(g) A
corporation shall have power to purchase and maintain insurance on behalf of any
person who is or was director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against such person and incurred
by such person in any such capacity, or arising out of such person’s status as
such, whether or not the corporation would have the power to indemnify such
person against such liability under this section.
“(h) For
purposes of this section, references to “the corporation” shall include, in
addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
this section with respect to the resulting or surviving corporation as such
person would have with respect to such constituent corporation if its separate
existence had continued.
“(i) For
purposes of this section, references to “other enterprises” shall include
employee benefit plans; references to “fines” shall include any excise taxes
assessed on a person with respect to any employee benefit plan; and references
to “serving at the request of the corporation” shall include any service as a
director, officer, employee or agent of the corporation which imposes duties on,
or involves services by, such director, officer, employee or agent with respect
to an employee benefit plan, its participants or beneficiaries; and a person who
acted in good faith and in a manner such person reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan shall
be deemed to have acted in a manner “not opposed to the best interests of the
corporation” as referred to in this section.
“(j) The
indemnification and advancement of expenses provided by, or granted pursuant to,
this section shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.
“(k) The
Court of Chancery is hereby vested with exclusive jurisdiction to hear and
determine all actions for advancement of expenses or indemnification brought
under this section or under any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise. The Court of Chancery may
summarily determine a corporation’s obligation to advance expenses (including
attorneys’ fees).”
Financial
Statements and Supplementary Data
Reference
is made to the disclosure set forth under Item 9.01 of this Current Report on
Form 8-K concerning the financial statements and supplementary data of CAH and
Cullen Agritech and affiliates.
Financial
Statements and Exhibits
Reference
is made to the disclosure set forth under Item 9.01 of this Current Report on
Form 8-K concerning the financial information of Cullen and Cullen Agritech and
affiliates.
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Item
2.02.
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Results
of Operations and Financial
Condition.
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Reference
is made to the disclosure contained in the Proxy Statement/Prospectus in the
Section entitled “Cullen
Agritech’s Management’s Discussion and Analysis of Financial Condition and
Results of Operations” beginning on page 142, which is incorporated
herein by reference.
After
payment of converting stockholders and forward contracts (including fees),
approximately $3.7 million will be disbursed to CAH. After
payment of transaction related expenses (excluding deferred underwriting
commissions), it is expected that there will be approximately $3.0 million
available for Cullen Agritech’s working capital requirements.
Additionally,
upon the Closing, CAH issued to Cullen Holdings a promissory note in the amount
of $6,869,382.73, representing the purchase price of a certain piece of land to
be used by CAH following the Closing. This amount was supposed to be
repaid to Cullen Holdings at Closing but sufficient funds were not
available. The promissory note accrues interest at the rate of 8% per
annum and is to be repaid as soon as practicable but no later than 90 days from
the date of issuance.
Under the
terms of the underwriting agreement executed in connection with Triplecrown’s
initial public offering, Triplecrown would be required to pay the underwriters
$19,320,000 of deferred underwriting discounts and commissions upon consummation
of an “initial business combination” (as defined therein). CAH is currently in
negotiations with the underwriters with respect to the fee payable to them upon
consummation of the transaction. No agreement has been reached as of the date
hereof.
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Item
3.03.
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Material
Modification to Rights of Security
Holders.
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Reference
is made to the disclosure described in the Proxy Statement/Prospectus in the
Section entitled “The Initial
Charter Proposals” on page 48, “The Secondary Charter
Proposals” beginning on page 97 and “The Warrant Amendment
Proposals” beginning on page 100, which is incorporated herein by
reference. Further reference is made to the information contained in
Item 2.01 to this Form 8-K.
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Item
5.01.
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Changes
in Control of Registrant.
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Reference
is made to the disclosure described in the Proxy Statement/Prospectus in the
Section entitled “The Merger
Proposal” beginning on page 51 and “The Merger Agreement”
beginning on page 78, which is incorporated herein by reference. Further
reference is made to the information contained in Item 2.01 to this Form
8-K.
After
giving effect to the Merger and issuances to Triplecrown’s consultants, there
are currently outstanding 19,247,311 shares of CAH common stock (of which
15,881,148 shares are beneficially owned by Eric J. Watson) and 74,000,000
warrants, each to purchase one share of CAH common stock (of which 9,130,000
warrants are beneficially owned by Mr. Watson).
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Item
5.02.
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
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Effective
as of the Closing, Kerry Kennedy, Edward Hanson, Richard Y. Roberts, Robert B.
Hersov, Richard H. Watson and Edward J. Mathias became directors of
CAH. Eric J. Watson continues to be a director and the chief
executive officer, secretary and treasurer of CAH. Dr. Richard Watson
continues to be the chief scientific officer of Natural
Dairy. Messrs. Kennedy and Hanson serve in the class of directors
whose terms expire in 2010. Messrs. Roberts and Hersov serve in the
class of directors whose terms expire in 2011. Messrs. E. Watson and
Mathias and Dr. R. Watson serve in the class of directors whose terms expire in
2012. CAH’s audit committee will be comprised of Edward J. Mathias,
Richard Y. Roberts and Kerry Kennedy, its nominating committee will be comprised
of Edward J. Mathias and Kerry Kennedy and its compensation committee will be
comprised of Edward J. Mathias, Robert Hersov and Richard Y.
Roberts. Reference is made to the disclosure described in the Proxy
Statement/Prospectus in the Section entitled “Management of CAH Following the
Merger” beginning on page 148, which is incorporated herein by
reference.
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Item
5.03.
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Amendments
to Articles of Incorporation or
Bylaws.
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In order
to allow Triplecrown to complete the Merger, immediately prior to the Merger,
Triplecrown amended and restated its certificate of incorporation to (a) revise
the definition of a “business combination,” (b) delete all references to “fair
market value” and (c) delete the second sentence of Section E of Article Seventh
relating to Triplecrown being prohibited from consummating a business
combination with an entity affiliated with any of Triplecrown’s
founders. Reference is made to the disclosure described in the Proxy
Statement/Prospectus in the Section entitled “The Initial Charter
Proposals” on page 48, which is incorporated herein by
reference.
As a
result of the Merger, Triplecrown merged with and into CAH with CAH
surviving. The amended and restated certificate of incorporation of
CAH differs from Triplecrown’s certificate of incorporation (as amended and
restated as described in the previous paragraph) in the following respects: (a)
the name of the company is “Cullen Agricultural Holding Corp.” as opposed to
“Triplecrown Acquisition Corp.”; (b) CAH has 200,000,000 authorized shares of
common stock and 1,000,000 authorized shares of preferred stock, as opposed to
Triplecrown having had 160,000,000 authorized shares of common stock and
1,000,000 authorized shares of preferred stock; (c) CAH’s corporate existence is
perpetual as opposed to Triplecrown’s corporate existence terminating on October
22, 2009; and (d) CAH’s amended and restated certificate of incorporation will
not include the various provisions applicable only to specified purpose
acquisition corporations that Triplecrown’s amended and restated certificate of
incorporation contains. Reference is made to the disclosure described
in the Proxy Statement/Prospectus in the Section entitled “The Secondary Charter
Proposals” on page 97, which is incorporated herein by
reference.
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Item
9.01.
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Financial
Statement and Exhibits.
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(a)-(b)
Financial Statements.
The
financial statements and selected financial information of CAH and Cullen
Agritech and affiliates are included in the Proxy Statement/Prospectus in the
Sections entitled “Selected
Historical Consolidated Financial Information,” “Selected Unaudited Pro Forma
Condensed Combined Financial Information,” “Unaudited Pro Forma Condensed
Combined Financial Information,” and “Index to Financial
Statements” beginning on pages 19, 23, 88 and F-1,
respectively, and are incorporated herein by reference.
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(d)
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Exhibits.
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Exhibit
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Description
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2.1
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Agreement
and Plan of Reorganization, dated as of September 4, 2009, by and among
Triplecrown Acquisition Corp., Cullen Agricultural Holding Corp., Cullen
Agricultural Technologies Inc., Triplecrown Merger Sub and Cullen Inc.
Holdings Ltd. (incorporated by reference to Annex A of Proxy
Statement/Prospectus).
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|
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3.1
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Amended
and Restated Certificate of Incorporation of Cullen Agricultural Holding
Corp. (incorporated by reference to Annex B of Proxy
Statement/Prospectus).
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3.2
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Bylaws
of Cullen Agricultural Holding Corp. (incorporated by reference to Annex C
of Proxy Statement/Prospectus).
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4.1
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Form
of Warrant Agreement between Continental Stock Transfer & Trust
Company and Triplecrown Acquisition Corp. (incorporated by reference to
Exhibit 4.4 of Amendment No. 2 to Triplecrown’s Registration Statement on
Form S-1 (File Nos. 333-144523 and 333-146850) filed on September 24,
2007).
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|
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4.2
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Specimen
Common Stock Certificate of Cullen Agricultural Holding Corp (incorporated
by reference to Exhibit 4.2 of Amendment No. 1 to CAH’s Registration
Statement on Form S-4 (File No. 333-161773) filed on September 10,
2009).
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|
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4.3
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Specimen
Warrant Certificate of Cullen Agricultural Holding Corp (incorporated by
reference to Exhibit 4.3 of Amendment No. 1 to CAH’s Registration
Statement on Form S-4 (File No. 333-161773) filed on September 10,
2009).
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|
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4.4
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Amendment
No. 1 to Warrant Agreement between Continental Stock Transfer & Trust
Company, Triplecrown Acquisition Corp. and Cullen Agricultural Holding
Corp (incorporated by reference to Exhibit 4.4 of CAH’s Registration
Statement on Form S-4 (File No. 333-161773) filed on September 8,
2009).
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|
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10.1
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Form
of Investment Management Trust Agreement between Continental Stock
Transfer & Trust Company and Triplecrown Acquisition Corp.
(incorporated by reference to Exhibit 10.12 of Amendment No. 3 to
Triplecrown Acquisition Corp.’s Registration Statement on Form S-1 (File
Nos. 333-144523 and 333-146850) filed on October 5,
2007).*
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|
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10.2
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Form
of Securities Escrow Agreement between Triplecrown Acquisition Corp.,
Continental Stock Transfer & Trust Company and the Triplecrown
Founders (incorporated by reference to Exhibit 10.13 of Amendment No. 2 to
Triplecrown Acquisition Corp.’s Registration Statement on Form S-1 (File
Nos. 333-144523 and 333-146850) filed on September 24,
2007).*
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|
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10.3
|
Form
of Subscription Agreement among Triplecrown Acquisition Corp., Graubard
Miller and each of Eric J. Watson and Jonathan J. Ledecky (incorporated by
reference to Exhibit 10.16 of Amendment No. 2 to Triplecrown Acquisition
Corp.’s Registration Statement on Form S-1 (File Nos. 333-144523 and
333-146850) filed on September 24,
2007).
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|
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10.4
|
Form
of Lockup (incorporated by reference to Annex J of Proxy
Statement/Prospectus).
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|
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10.5
|
Employment
Agreement between Natural Dairy, Inc. and Dr. Richard Watson (incorporated
by reference to Annex D of Proxy
Statement/Prospectus).
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|
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10.6
|
Deed
of Acknowledgement relating to Intellectual Property (incorporated by
reference to Exhibit 10.6 of Amendment No. 1 to CAH’s Registration
Statement on Form S-4 (File No. 333-161773) filed on September 10,
2009).
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|
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10.7
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Strategic
Cooperation Agreement (incorporated by reference to Exhibit 10.7 of
Amendment No. 1 to CAH’s Registration Statement on Form S-4 (File No.
333-161773) filed on September 10,
2009).
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|
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10.8
|
Form
of Registration Rights Agreement among Triplecrown Acquisition Corp. and
the Triplecrown Founders (incorporated by reference to Exhibit 10.15 of
Amendment No. 2 to Triplecrown Acquisition Corp.’s Registration Statement
on Form S-1, as amended (File Nos. 333-144523 and 333-146850) filed on
September 24, 2007).
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10.9
|
Contract
for Sale and Purchase (incorporated by reference to Exhibit 10.9 of
Amendment No. 3 to CAH’s Registration Statement on Form S-4 (File No.
333-161773) filed on September 10,
2009).
|
|
|
10.10
|
Closing
Date Extension Agreement for Contract for Sale and Purchase (incorporated
by reference to Exhibit 10.10 of Amendment No. 3 to CAH’s Registration
Statement on Form S-4 (File No. 333-161773) filed on September 10,
2009).
|
|
|
10.11
|
Second
Closing Date Extension Agreement for Contract for Sale and Purchase
(incorporated by reference to Exhibit 10.11 of Amendment No. 3 to CAH’s
Registration Statement on Form S-4 (File No. 333-161773) filed on
September 10, 2009).
|
|
|
10.12
|
Escrow
Agreement by and among Cullen Agricultural Holding Corp., Cullen Inc.
Holdings Ltd. and Continental Stock Transfer & Trust Company
(incorporated by reference to Annex E of Proxy
Statement/Prospectus).
|
|
|
10.13
|
Form
of Promissory Note issued to Cullen
Holdings
|
|
|
14.1
|
Form
of Code of Ethics of Cullen Agricultural Holding Corp. (incorporated by
reference to Exhibit 14.1 of Amendment No. 1 to CAH’s Registration
Statement on Form S-4 (File No. 333-161773) filed on September 10,
2009).
|
|
|
21.1
|
Subsidiaries
of Cullen Agricultural Holding Corp. (incorporated by reference to Exhibit
21.1 of Amendment No. 1 to CAH’s Registration Statement on Form S-4 (File
No. 333-161773) filed on September 10,
2009).
|
|
|
99.1
|
Press
release dated October 21, 2009
|
|
|
99.2
|
Press
release dated October 22, 2009
|
|
|
99.3
|
Audit
Committee Charter
|
|
|
99.4
|
Nominating
Committee Charter
|
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.
Date:
October 22, 2009
|
CULLEN
AGRICULTURAL HOLDING
CORP.
|
||
|
By:
|
/s/Eric
J. Watson
|
|
|
Name:
Eric J. Watson
|
||
|
Title:
Chief Executive
Officer
|
||
EXHIBIT
INDEX
|
Exhibit
|
Description
|
|
2.1
|
Agreement
and Plan of Reorganization, dated as of September 4, 2009, by and among
Triplecrown Acquisition Corp., Cullen Agricultural Holding Corp., Cullen
Agricultural Technologies Inc., Triplecrown Merger Sub and Cullen Inc.
Holdings Ltd. (incorporated by reference to Annex A of Proxy
Statement/Prospectus).
|
|
3.1
|
Amended
and Restated Certificate of Incorporation of Cullen Agricultural Holding
Corp. (incorporated by reference to Annex B of Proxy
Statement/Prospectus).
|
|
3.2
|
Bylaws
of Cullen Agricultural Holding Corp. (incorporated by reference to Annex C
of Proxy Statement/Prospectus).
|
|
4.1
|
Form
of Warrant Agreement between Continental Stock Transfer & Trust
Company and Triplecrown Acquisition Corp. (incorporated by reference to
Exhibit 4.4 of Amendment No. 2 to Triplecrown’s Registration Statement on
Form S-1 (File Nos. 333-144523 and 333-146850) filed on September 24,
2007).
|
|
4.2
|
Specimen
Common Stock Certificate of Cullen Agricultural Holding Corp (incorporated
by reference to Exhibit 4.2 of Amendment No. 1 to CAH’s Registration
Statement on Form S-4 (File No. 333-161773) filed on September 10,
2009).
|
|
4.3
|
Specimen
Warrant Certificate of Cullen Agricultural Holding Corp (incorporated by
reference to Exhibit 4.3 of Amendment No. 1 to CAH’s Registration
Statement on Form S-4 (File No. 333-161773) filed on September 10,
2009).
|
|
4.4
|
Amendment
No. 1 to Warrant Agreement between Continental Stock Transfer & Trust
Company, Triplecrown Acquisition Corp. and Cullen Agricultural Holding
Corp (incorporated by reference to Exhibit 4.4 of CAH’s Registration
Statement on Form S-4 (File No. 333-161773) filed on September 8,
2009).
|
|
10.1
|
Form
of Investment Management Trust Agreement between Continental Stock
Transfer & Trust Company and Triplecrown Acquisition Corp.
(incorporated by reference to Exhibit 10.12 of Amendment No. 3 to
Triplecrown Acquisition Corp.’s Registration Statement on Form S-1 (File
Nos. 333-144523 and 333-146850) filed on October 5,
2007).*
|
|
10.2
|
Form
of Securities Escrow Agreement between Triplecrown Acquisition Corp.,
Continental Stock Transfer & Trust Company and the Triplecrown
Founders (incorporated by reference to Exhibit 10.13 of Amendment No. 2 to
Triplecrown Acquisition Corp.’s Registration Statement on Form S-1 (File
Nos. 333-144523 and 333-146850) filed on September 24,
2007).*
|
|
10.3
|
Form
of Subscription Agreement among Triplecrown Acquisition Corp., Graubard
Miller and each of Eric J. Watson and Jonathan J. Ledecky (incorporated by
reference to Exhibit 10.16 of Amendment No. 2 to Triplecrown Acquisition
Corp.’s Registration Statement on Form S-1 (File Nos. 333-144523 and
333-146850) filed on September 24,
2007).
|
|
10.4
|
Form
of Lockup (incorporated by reference to Annex J of Proxy
Statement/Prospectus).
|
|
10.5
|
Employment
Agreement between Natural Dairy, Inc. and Dr. Richard Watson (incorporated
by reference to Annex D of Proxy
Statement/Prospectus).
|
|
10.6
|
Deed
of Acknowledgement relating to Intellectual Property (incorporated by
reference to Exhibit 10.6 of Amendment No. 1 to CAH’s Registration
Statement on Form S-4 (File No. 333-161773) filed on September 10,
2009).
|
|
10.7
|
Strategic
Cooperation Agreement (incorporated by reference to Exhibit 10.7 of
Amendment No. 1 to CAH’s Registration Statement on Form S-4 (File No.
333-161773) filed on September 10,
2009).
|
|
10.8
|
Form
of Registration Rights Agreement among Triplecrown Acquisition Corp. and
the Triplecrown Founders (incorporated by reference to Exhibit 10.15 of
Amendment No. 2 to Triplecrown Acquisition Corp.’s Registration Statement
on Form S-1, as amended (File Nos. 333-144523 and 333-146850) filed on
September 24, 2007).
|
|
10.9
|
Contract
for Sale and Purchase (incorporated by reference to Exhibit 10.9 of
Amendment No. 3 to CAH’s Registration Statement on Form S-4 (File No.
333-161773) filed on September 10,
2009).
|
|
10.10
|
Closing
Date Extension Agreement for Contract for Sale and Purchase (incorporated
by reference to Exhibit 10.10 of Amendment No. 3 to CAH’s Registration
Statement on Form S-4 (File No. 333-161773) filed on September 10,
2009).
|
|
10.11
|
Second
Closing Date Extension Agreement for Contract for Sale and Purchase
(incorporated by reference to Exhibit 10.11 of Amendment No. 3 to CAH’s
Registration Statement on Form S-4 (File No. 333-161773) filed on
September 10, 2009).
|
|
10.12
|
Escrow
Agreement by and among Cullen Agricultural Holding Corp., Cullen Inc.
Holdings Ltd. and Continental Stock Transfer & Trust Company
(incorporated by reference to Annex E of Proxy
Statement/Prospectus).
|
|
10.13
|
Form
of Promissory Note issued to Eric J.
Watson
|
|
14.1
|
Form
of Code of Ethics of Cullen Agricultural Holding Corp.(incorporated by
reference to Exhibit 14.1 of Amendment No. 1 to CAH’sRegistration
Statement on Form S-4 (File No. 333-161773) filed on September 10,
2009).
|
|
21.1
|
Subsidiaries
of Cullen Agricultural Holding Corp. (incorporated by reference to Exhibit
21.1 of Amendment No. 1 to CAH’s Registration Statement on Form S-4 (File
No. 333-161773) filed on September 10,
2009).
|
|
99.1
|
Press
release dated October 21, 2009
|
|
99.2
|
Press
release dated October 22, 2009
|
|
99.3
|
Audit
Committee Charter
|
|
99.4
|
Nominating
Committee Charter
|