UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): February 24, 2010
REGAN HOLDING CORP. | ||||
(Exact name of registrant as specified in its charter) | ||||
California |
| 000-19704 |
| 68-0211359 |
(State or other jurisdiction of incorporation) |
| (Commission |
| (I.R.S. Employer |
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|
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2090 Marina Avenue Petaluma, California 94954 (Address of principal executive offices)
(707) 778-8638 (Registrants telephone number, including area code) |
N/A
(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.):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events
On February 24, 2010, a hearing was held before the California Department of Corporations, as requested by Regan Holding Corp. (Regan) and The Legacy Alliance Inc. (Legacy Alliance) on December 21, 2009 to rule on the fairness of the terms and conditions of the offer and sale of securities outlined in the Agreement and Plan of Merger, dated December 1, 2009, between Regan and Legacy Alliance, as amended by the First Amendment to the Agreement and Plan of Merger, dated January 29, 2010 (as amended, the Merger Agreement). Pursuant to the Merger Agreement, Regan will merge with and into Delaware corporation, Legacy Alliance, with Legacy Alliance surviving the merger (the Reorganization). The Merger Agreement and the Reorganization were discussed in Regans current reports on Form 8-K filed on December 7, 2009 and February 2, 2010.
Effective February 24, 2010, the California Department of Corporations ruled that the terms and conditions of the offer and sale of the securities in the proposed Reorganization Plan were fair and were approved. As a result, a qualification by permit was issued to Legacy Alliance. The permit allows the securities to be issued by Legacy Alliance in connection with the Reorganization to be exempt from registration under the Securities Act of 1933, as amended.
Additional Information and Where to Find It
In connection with the Reorganization, Regan intends to file with the Securities and Exchange Commission (the SEC) a definitive proxy statement on Schedule 14A for solicitation of shareholder approval of the Reorganization. Regan has filed preliminary proxy statements, which are subject to amendment as necessary to respond to SEC comments. Since the Reorganization will constitute a going-private transaction under Rule 13e-3 of the Exchange Act, Regan also has filed with the SEC a Rule 13e-3 Transaction Statement on Schedule 13E-3, which has been subsequently amended and which is subject to further amendment as necessary to respond to SEC comments. Before making any voting or investment decision with respect to the Reorganization, investors and shareholders of Regan are urged to read the definitive proxy statement and any other relevant documents carefully when they are available because they will contain important information about Regan, Legacy Alliance and the proposed Reorganization. Investors and shareholders may obtain free copies of these documents when they become available through the SECs web site at www.sec.gov. In addition, copies will be available free of charge by submitting a written request to R. Preston Pitts, President, at 2090 Marina Avenue, Petaluma, California 94954.
Participants in the Solicitation
Regan and its officers and directors may be deemed to be participants in the solicitation of proxies for the approval of the Reorganization. Information regarding Regans officers and directors, including their holdings of Regans securities will be set forth in the proxy statement described above. Additional information is set forth in Regans annual report on Form 10-K/A (Amendment No. 1), which is available through the SECs web site at www.sec.gov or by submitting a written request to R. Preston Pitts, President, at 2090 Marina Avenue, Petaluma, California 94954.
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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.
REGAN HOLDING CORP.
(Registrant)
Date: February 26, 2010
/s/ R. Preston Pitts
R. Preston Pitts
President, Chief Financial Officer and
Chief Operating Officer
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