Attached files
| file | filename |
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| EX-99.1 - North Shore Acquisition Corp. | v167859_ex99-1.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): November 30,
2009
NORTH SHORE ACQUISITION
CORP.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
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000-52875
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20-0433980
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
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545-7 Dogok-Dong
SoftForum B/D, 7th Floor
Gangnam-Gu, Seoul, South
Korea
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135-270
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(Address
of Principal Executive Offices)
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(Zip
Code)
|
Registrant’s
telephone number, including area
code: (82) (2)
526-8531
(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
230.425)
|
|
¨
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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
1.02 Termination of a Material Definitive Agreement.
On November 30, 2009, North Shore
Acquisition Corp. (“North Shore”) and Sungdong Industries Co., Ltd. (“SDI”)
mutually agreed to terminate the Securities Purchase and Share Exchange
Agreement, dated September 8, 2009 (the “Acquisition Agreement”), by and among
North Shore, SDI, Hwi Young Jung and Hong Jun Jung, pursuant to a letter of
termination. The material terms and conditions of the Acquisition Agreement
were previously disclosed in North Shore’s Current Report on Form 8-K filed on
September 11, 2009, and, to the extent required by Item 1.02 of Form 8-K, those
descriptions are incorporated by reference.
Item
8.01 Other Events.
On November 30, 2009, North Shore
issued a press release announcing the termination of the Acquisition Agreement
and the cancellation of its special meeting of its stockholders to vote on the
proposed amendments to North Shore’s certificate of incorporation, which had
been scheduled for 10:00 a.m., Eastern time, on Monday, November 30, 2009. The
press release announcing the termination of the Acquisition Agreement and the
cancellation of the special meeting is attached as Exhibit 99.1 to this Current
Report on Form 8-K, and is incorporated herein by reference.
Item 9.01.
Financial Statements, Pro Forma Financial Information and Exhibits.
|
(d)
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Exhibits:
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Exhibit
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|
Description
|
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99.1
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Press
Release issued by North Shore, dated November 30, 2009, announcing the
termination of the Acquisition Agreement and the cancellation of the
special meeting.
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2
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.
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NORTH
SHORE ACQUISITION CORP.
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Dated:
November 30, 2009
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By:
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/s/
Sang-Chul Kim
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Name:
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Sang-Chul
Kim
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Title:
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Chairman
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3
Exhibit
Index
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Exhibit
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Description
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99.1
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Press
Release issued by North Shore, dated November 30, 2009, announcing the
termination of the Acquisition Agreement and the cancellation of the
special meeting.
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4