Attached files
| file | filename |
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| EX-2.1 - Abtech Holdings, Inc. | v191194_ex2-1.htm |
| EX-99.1 - Abtech Holdings, Inc. | v191194_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): July 17,
2010
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ABTECH
HOLDINGS, INC.
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(Exact
Name of Registrant as Specified in its Charter)
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Nevada
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000-52762
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14-1994102
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||
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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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1223
Burrowhill Lane, Mississauga, Ontario, Canada, L5H 4M7
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(Address
of Principal Executive Office) (Zip
Code)
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Registrant’s
telephone number, including area code: (905) 274-5231
Former
Name or Former Address, if Changed Since Last Report: N/A
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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Section
1 - Registrant’s Business and Operations
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Item
1.01.
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Entry
Into a Material Definitive
Agreement.
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On July
17, 2010, Abtech Holdings, Inc., a Nevada corporation (the “Company”), entered
into a merger transaction (the “Merger”) with AbTech Industries, Inc., a
Delaware corporation (“AbTech”), pursuant to an Agreement and Plan of Merger
(the “Merger Agreement”), by and among the Company, Abtech Merger Sub, Inc., a
Nevada corporation and wholly-owned subsidiary of the Company (“Merger Sub”),
and AbTech.
The
Company is a public reporting “shell company,” as defined in Rule 12b-2 of the
Securities Exchange Act of 1934, as amended. Subject to the
satisfaction of the closing conditions set forth in the Merger Agreement and
upon the closing of the transactions contemplated by the Merger Agreement, the
Company will acquire all of the issued and outstanding capital stock of AbTech
in exchange for the stockholders of AbTech acquiring a controlling ownership
interest in the Company, AbTech will become the Company’s wholly-owned
subsidiary, and the Company will acquire the business and operations of
AbTech.
The
following description of the terms and conditions of the Merger Agreement and
the transactions contemplated thereunder that are material to the Company does
not purport to be complete and is qualified in its entirety by reference to the
full text of the Merger Agreement, a copy of which is attached hereto as
Exhibit 2.1 and is incorporated by reference into this
Item 1.01.
Conversion of AbTech’s
Stock. Immediately prior to the effectiveness of the Merger
(the “Effective Time”), the issued and outstanding shares of AbTech’s Series A
Preferred Stock (“Preferred Stock”) may, at the election of the holder, be
converted into AbTech’s common stock in accordance with its terms, and then
converted into the right to receive Merger consideration. Each issued
and outstanding share of AbTech’s common stock, including any shares issued upon
the conversion of AbTech’s Preferred Stock, but excluding (i) shares held
by AbTech, and (ii) shares held by the Company and Merger Sub, if any, and
(iii) dissenting shares, if any, will be converted automatically into 5.259
shares of common stock of the Company (the “Merger
Consideration”). The Merger Consideration will be distributed by
AbTech according to the liquidation preferences set forth in AbTech’s
Certificate of Incorporation and AbTech’s Certificate of Designation of the
Privileges, Rights and Preferences of the Series A Convertible Preferred Stock,
or in the absence of such provisions, by law. At the Effective Time,
all shares of AbTech’s common stock will no longer be outstanding and will
automatically be canceled and retired and will cease to exist.
Conversion of AbTech’s
Warrants. At
the Effective Time, each outstanding warrant to purchase common stock of AbTech
immediately prior to the Effective Time will be converted into a warrant to
purchase that number of shares of common stock of the Company equal to the
amount of Merger Consideration that such warrant holder would have received had
such holder exercised such warrant immediately prior to the Effective
Time. At the Effective Time, each outstanding warrant to purchase
Preferred Stock of AbTech immediately prior to the Effective Time will be
converted into a warrant to purchase the same number of shares of preferred
stock of merged AbTech (as the surviving entity of the Merger). The
aggregate exercise price and other terms of such warrants will not be affected
or altered by such conversion.
Conversion of AbTech’s
Options. At
the Effective Time, each outstanding option to purchase common stock of AbTech
immediately prior to the Effective Time will be converted into an option to
purchase that number of shares of common stock of the Company equal to the
amount of Merger Consideration that such option holder would have received had
such holder exercised such option immediately prior to the Effective
Time. At the Effective Time, each outstanding option to purchase
Preferred Stock of AbTech immediately prior to the Effective Time will be
converted into a option to purchase the same number of shares of preferred stock
of merged AbTech (as the surviving entity of the Merger). The
aggregate exercise price and other terms of such options shall not be affected
or altered by such conversion.
Conversion of AbTech’s Convertible
Debt. Holders of notes of
Abtech that are convertible into Preferred Stock of Abtech will have the option
to retain such notes or convert such notes into common stock of the
Company. If a holder elects to convert its note(s), such note(s) will
be converted into Preferred Stock of AbTech in accordance with its terms, such
Preferred Stock will then be converted into common stock of Abtech in accordance
with its terms, and then such common stock will be converted into the right to
receive Merger Consideration.
Post-Merger
Capitalization. At the Effective Time, the authorized capital
stock of the Company shall consist of 300,000,000 shares of common stock of the
Company, of which 59,000,000 shares shall be issued and outstanding (including
the Merger Consideration).
Change in
Management. As of the closing the Merger, the board of
directors and management of AbTech will become the board of directors and
management of the Company. Mandi Luis will resign as Chief Executive
Officer, President, and Director of the Company, and Robert MacKay will resign
as Chief Financial Officer, Chief Accounting Officer, Secretary, Treasurer, and
Director of the Company. The current directors of AbTech, Olivia H.
Farr, David Greenwald, A. Judson Hill, Glenn R. Rink, Jonathan Thatcher, Karl
Seitz, and F. Daniel Gabel, will be appointed to the Company’s board of
directors. Mr. Rink will be appointed President and Chief Executive
Officer, Mr. Lane J. Castleton will be appointed Vice President, Treasurer, and
Chief Financial Officer, and Ms. Farr will be appointed Secretary of the
Company.
Financing. As a
condition to closing the Merger, AbTech will receive an aggregate amount of
$3,000,000 from the Company, including any advances paid by the Company to
AbTech prior to the closing of the Merger. Each investor who has
received or will receive shares of common stock of the Company pursuant to the
$3,000,000 private placement will have executed a “lock-up” agreement with the
Company placing restrictions on their sales of shares following the
Merger.
2
Section
8 - Other Events
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Item 8.01.
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Other
Events.
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On July
19, 2010, the Company issued a press release announcing the proposed Merger, a
copy of which is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Section
9 - Financial Statements and Exhibits
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Item 9.01.
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Financial
Statements and Exhibits.
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(a)
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Financial Statements of
Business Acquired.
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Not
applicable.
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(b)
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Pro Forma Financial
Information.
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Not
applicable.
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(c)
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Shell Company
Transactions.
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Not
applicable.
3
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(d)
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Exhibits.
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Exhibit
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Number
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Description
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2.1
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Agreement
and Plan of Merger, dated July 17, 2010, by and among Abtech Holdings,
Inc., Abtech Merger Sub, Inc., and AbTech Industries,
Inc.
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99.1
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Press
Release from Abtech Holdings, Inc., dated July 19, 2010, entitled “AbTech
Holdings Enters Into Definitive Binding Agreement to Merge With AbTech
Industries”
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4
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.
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Date: July
22, 2010
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ABTECH
HOLDINGS, INC.
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By:
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/s/ Mandi Luis
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Mandi
Luis
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President
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