Attached files
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EX-5.1 - EX-5.1 - JWC Acquisition Corp. | b82053a5exv5w1.htm |
EX-10.2 - EX-10.2 - JWC Acquisition Corp. | b82053a5exv10w2.htm |
EX-10.4 - EX-10.4 - JWC Acquisition Corp. | b82053a5exv10w4.htm |
EX-10.3 - EX-10.3 - JWC Acquisition Corp. | b82053a5exv10w3.htm |
As filed with
the Securities and Exchange Commission on November 17,
2010
Registration
No. 333-168798
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Amendment No. 5
to
Form S-1
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
JWC ACQUISITION CORP.
(Exact name of registrant as
specified in its charter)
Delaware | 6770 | 27-3092187 | ||
(State or other jurisdiction
of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
111 Huntington Avenue
Suite 2900
Boston, Massachusetts 02199
(617) 753-1100
(Address, including zip code,
and telephone number,
including area code, of
registrants principal executive offices)
Adam L. Suttin
President
111 Huntington Avenue
Suite 2900
Boston, Massachusetts 02199
(617) 753-1100
(Name, address, including zip
code, and telephone number,
including area code, of agent
for service)
Copies to:
Bernard S. Kramer, Esq. Joel L. Rubinstein, Esq. McDermott Will & Emery LLP 340 Madison Avenue New York, New York 10173 (212) 547-5400 (212) 547-5444 Facsimile |
Bruce S. Mendelsohn, Esq. Akin Gump Strauss Hauer & Feld LLP One Bryant Park New York, New York 10036 (212) 872-1000 (212) 872-1002 Facsimile |
Approximate date of commencement of proposed sale to the
public: As soon as practicable after the
effective date of this registration statement.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933 check the
following
box. o
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2
of the Exchange Act. (Check one):
Large accelerated
filer o
|
Accelerated filer o |
Non-accelerated
filer þ (Do not check if a smaller reporting company) |
Smaller reporting company o |
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933, as amended, or until the
Registration Statement shall become effective on such date as
the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
EXPLANATORY
NOTE
JWC Acquisition Corp. is filing this Amendment No. 5 to the
Registration Statement on
Form S-1
(File No. 333-168798)
solely for the purpose of filing with the Securities and
Exchange Commission certain exhibits to the Registration
Statement.
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item 13. | Other Expenses of Issuance and Distribution. |
The estimated expenses payable by us in connection with the
offering described in this registration statement (other than
the underwriting discount and commissions) will be as follows:
SEC/FINRA Expenses
|
$ | 29,800 | ||
Accounting fees and expenses
|
40,000 | |||
Blue sky services and expenses
|
40,000 | |||
Printing and engraving expenses
|
26,000 | |||
Travel and road show expenses
|
55,000 | |||
Directors & Officers liability insurance premiums(1)
|
150,000 | |||
Legal fees and expenses
|
400,000 | |||
Miscellaneous(2)
|
9,200 | |||
Total
|
$ | 750,000 |
(1) | This amount represents the approximate amount of annual director and officer liability insurance premiums the registrant anticipates paying following the consummation of its initial public offering and until it consummates a business combination. | |
(2) | This amount represents additional expenses that may be incurred by the Company in connection with the offering over and above those specifically listed above, including distribution and mailing costs. |
Item 14. | Indemnification of Directors and Officers. |
Our amended and restated certificate of incorporation provides
that all of our directors, officers, employees and agents shall
be entitled to be indemnified by us 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 persons
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 persons 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
II-1
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 officers and directors
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 persons official capacity and as to action
in another capacity while holding such office. A right to
indemnification or to advancement of expenses arising under a
provision of the certificate of incorporation or a bylaw shall
not be eliminated or impaired by an amendment to such provision
after the occurrence of the act or omission that is the subject
of the civil, criminal, administrative or investigative action,
suit or proceeding for which indemnification or advancement of
expenses is sought, unless the provision in effect at the time
of such act or omission explicitly authorizes such elimination
or impairment after such action or omission has occurred.
(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who 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 any liability
asserted against such person and incurred by such person in any
such capacity, or arising out of such persons 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
II-2
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 corporations obligation to advance
expenses (including attorneys fees).
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers, and
controlling persons pursuant to the foregoing provisions, or
otherwise, we have been advised that, in the opinion of the SEC,
such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment of expenses incurred or paid by a
director, officer or controlling person in a successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, we will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to
the court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final
adjudication of such issue.
In accordance with Section 102(b)(7) of the DGCL, our
amended and restated certificate of incorporation, will provide
that no director shall be personally liable to us or any of our
stockholders for monetary damages resulting from breaches of
their fiduciary duty as directors, except to the extent such
limitation on or exemption from liability is not permitted under
the DGCL. The effect of this provision of our amended and
restated certificate of incorporation is to eliminate our rights
and those of our stockholders (through stockholders
derivative suits on our behalf) to recover monetary damages
against a director for breach of the fiduciary duty of care as a
director, including breaches resulting from negligent or grossly
negligent behavior, except, as restricted by
Section 102(b)(7) of the DGCL. However, this provision does
not limit or eliminate our rights or the rights of any
stockholder to seek non-monetary relief, such as an injunction
or rescission, in the event of a breach of a directors
duty of care.
If the DGCL is amended to authorize corporate action further
eliminating or limiting the liability of directors, then, in
accordance with our amended and restated certificate of
incorporation, the liability of our directors to us or our
stockholders will be eliminated or limited to the fullest extent
authorized by the DGCL, as so amended. Any repeal or amendment
of provisions of our amended and restated certificate of
incorporation limiting or eliminating the liability of
directors, whether by our stockholders or by changes in law, or
the adoption of any other provisions inconsistent therewith,
will (unless otherwise required by law) be prospective only,
except to the extent such amendment or change in law permits us
to further limit or eliminate the liability of directors on a
retroactive basis.
II-3
Our amended and restated certificate of incorporation will also
provide that we will, to the fullest extent authorized or
permitted by applicable law, indemnify our current and former
officers and directors, as well as those persons who, while
directors or officers of our corporation, are or were serving as
directors, officers, employees or agents of another entity,
trust or other enterprise, including service with respect to an
employee benefit plan, in connection with any threatened,
pending or completed proceeding, whether civil, criminal,
administrative or investigative, against all expense, liability
and loss (including, without limitation, attorneys fees,
judgments, fines, ERISA excise taxes and penalties and amounts
paid in settlement) reasonably incurred or suffered by any such
person in connection with any such proceeding. Notwithstanding
the foregoing, a person eligible for indemnification pursuant to
our amended and restated certificate of incorporation will be
indemnified by us in connection with a proceeding initiated by
such person only if such proceeding was authorized by our board
of directors, except for proceedings to enforce rights to
indemnification.
The right to indemnification conferred by our amended and
restated certificate of incorporation is a contract right that
includes the right to be paid by us the expenses incurred in
defending or otherwise participating in any proceeding
referenced above in advance of its final disposition, provided,
however, that if the DGCL requires, an advancement of expenses
incurred by our officer or director (solely in the capacity as
an officer or director of our corporation) will be made only
upon delivery to us of an undertaking, by or on behalf of such
officer or director, to repay all amounts so advanced if it is
ultimately determined that such person is not entitled to be
indemnified for such expenses under our amended and restated
certificate of incorporation or otherwise.
The rights to indemnification and advancement of expenses will
not be deemed exclusive of any other rights which any person
covered by our amended and restated certificate of incorporation
may have or hereafter acquire under law, our amended and
restated certificate of incorporation, our amended and restated
bylaws, an agreement, vote of stockholders or disinterested
directors, or otherwise.
Any repeal or amendment of provisions of our amended and
restated certificate of incorporation affecting indemnification
rights, whether by our stockholders or by changes in law, or the
adoption of any other provisions inconsistent therewith, will
(unless otherwise required by law) be prospective only, except
to the extent such amendment or change in law permits us to
provide broader indemnification rights on a retroactive basis,
and will not in any way diminish or adversely affect any right
or protection existing at the time of such repeal or amendment
or adoption of such inconsistent provision with respect to any
act or omission occurring prior to such repeal or amendment or
adoption of such inconsistent provision. Our amended and
restated certificate of incorporation will also permit us, to
the extent and in the manner authorized or permitted by law, to
indemnify and to advance expenses to persons other that those
specifically covered by our amended and restated certificate of
incorporation.
Our amended and restated bylaws, which we intend to adopt
immediately prior to the closing of this offering, include the
provisions relating to advancement of expenses and
indemnification rights consistent with those set forth in our
amended and restated certificate of incorporation. In addition,
our amended and restated bylaws provide for a right of
indemnitee to bring a suit in the event a claim for
indemnification or advancement of expenses is not paid in full
by us within a specified period of time. Our amended and
restated bylaws also permit us to purchase and maintain
insurance, at our expense, to protect us
and/or any
director, officer, employee or agent of our corporation or
another entity, trust or other enterprise against any expense,
liability or loss, whether or not we would have the power to
indemnify such person against such expense, liability or loss
under the DGCL.
Any repeal or amendment of provisions of our amended and
restated bylaws affecting indemnification rights, whether by our
board of directors, stockholders or by changes in applicable
law, or the adoption of any other provisions inconsistent
therewith, will (unless otherwise required by law) be
prospective only, except to the extent such amendment or change
in law permits us to provide broader indemnification rights on a
retroactive basis, and will not in any way diminish or adversely
affect any right or protection existing thereunder with respect
to any act or omission occurring prior to such repeal or
amendment or adoption of such inconsistent provision.
II-4
We will enter into indemnification agreements with each of our
officers and directors a form of which is filed as
Exhibit 10.11 to this Registration Statement. These
agreements will require us to indemnify these individuals to the
fullest extent permitted under Delaware law against liabilities
that may arise by reason of their service to us, and to advance
expenses incurred as a result of any proceeding against them as
to which they could be indemnified.
Pursuant to the Underwriting Agreement filed as Exhibit 1.1
to this Registration Statement, we have agreed to indemnify the
Underwriters and the Underwriters have agreed to indemnify us
against certain civil liabilities that may be incurred in
connection with this offering, including certain liabilities
under the Securities Act.
Item 15. | Recent Sales of Unregistered Securities. |
On August 5, 2010, JWC Acquisition, LLC, our sponsor,
purchased 2,464,286 shares of our common stock for an
aggregate offering price of $25,000 at an average purchase price
of approximately $0.01 per share. Subsequently, on
October 25, 2010, our sponsor returned to us an aggregate
of 124,170 of such founder shares, which we have cancelled.
Thereafter, on October 25, 2010, our sponsor transferred an
aggregate of 23,400 founder shares to John K. Haley and
Sonny King. The founder shares held by our initial stockholders
include an aggregate of 305,232 shares subject to forfeiture to
the extent that the underwriters over-allotment option is
not exercised in full. Such founder shares (equal to 2.0% of our
issued and outstanding shares after this offering and the
expiration of the underwriters over-allotment option) will
be subject to forfeiture by holders of such founder shares on
the two-year anniversary of the closing of the Companys
initial business combination unless prior to such time the last
sales price of our stock equals or exceeds $12.00 per share (as
adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within
any 30-trading day period within 24 months or if we
consummate a subsequent liquidation, merger, stock exchange or
other similar transaction that results in all of our
stockholders having the right to exchange our common stock for
cash, securities or other property for an amount which equals or
exceeds $12.00 per share (as adjusted for stock splits, stock
dividends, reorganizations, recapitalizations and the like).
Such securities were issued in connection with our organization
pursuant to the exemption from registration contained in
Section 4(2) of the Securities Act.
John W. Childs, our Chairman and Chief Executive Officer, Adam
L. Suttin, our President, David A. Fiorentino, a Vice President
of our company our Chief Financial Officer, Jeffrey J. Teschke,
a Vice President of our company and our Treasurer and Secretary,
and our Vice Presidents Arthur P. Byrne, Raymond B. Rudy and
William E. Watts, are each members of our sponsor. Our sponsor
is an accredited investor for purposes of Rule 501 of
Regulation D. Each of the equity holders in our sponsor is
an accredited investor under Rule 501 of Regulation D.
The sole business of our sponsor is to act as the companys
sponsor in connection with this offering. The limited liability
company agreement of our sponsor provides that its membership
interests may only be transferred to our officers or directors
or other persons affiliated with our sponsor, or in connection
with estate planning transfers.
In addition, members of our sponsor have committed to purchase
from us an aggregate of 5,333,333 sponsor warrants at $0.75 per
warrant (for an aggregate purchase price of $4.0 million).
These purchases will take place on a private placement basis
simultaneously with the consummation of our initial public
offering. These issuances will be made pursuant to the exemption
from registration contained in Section 4(2) of the
Securities Act.
No underwriting discounts or commissions were paid with respect
to such sales.
II-5
Item 16. | Exhibits and Financial Statement Schedules. |
(a) The following exhibits are filed as part of this
Registration Statement:
Exhibit |
||||
No.
|
Description
|
|||
1 | .1 | Form of Underwriting Agreement.*** | ||
3 | .1 | Form of Amended and Restated Certificate of Incorporation.*** | ||
3 | .2 | Form of Amended and Restated By-laws.*** | ||
4 | .1 | Specimen Unit Certificate.*** | ||
4 | .2 | Specimen Common Stock Certificate.*** | ||
4 | .3 | Specimen Warrant Certificate.*** | ||
4 | .4 | Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*** | ||
5 | .1 | Opinion of McDermott Will & Emery LLP.* | ||
10 | .1 | Promissory Note, dated August 5, 2010, issued to J.W. Childs Associates, L.P.*** | ||
10 | .2 | Letter Agreement, dated as of November 16, 2010, among the Registrant, JWC Acquisition, LLC, J.W. Childs Associates, L.P. and each of the members of JWC Acquisition, LLC.* | ||
10 | .3 | Letter Agreement, dated as of November 16, 2010, between the Registrant and John K. Haley* | ||
10 | .4 | Letter Agreement, dated as of November 16, 2010, between the Registrant and Sonny King.* | ||
10 | .5 | Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*** | ||
10 | .6 | Letter Agreement, dated as of August 5, 2010, between J.W. Childs Associates, L.P. and Registrant regarding administrative support.*** | ||
10 | .7 | Form of Registration Rights Agreement among the Registrant, JWC Acquisition, LLC and each of the members of JWC Acquisition, LLC.*** | ||
10 | .8 | Securities Purchase Agreement, effective as of August 5, 2010, between the Registrant and JWC Acquisition, LLC.*** | ||
10 | .9 | Sponsor Warrants Purchase Agreement, dated as of August 5, 2010, among the Registrant and the members of the Registrants sponsor.*** | ||
10 | .10 | Amendment to Sponsor Warrants Purchase Agreement, dated as of October 25, 2010, among Registrant and the members of the Registrants sponsor.*** | ||
10 | .11 | Form of Indemnity Agreement.*** | ||
10 | .12 | Contribution Agreement, dated as of October 25, 2010, by and between the Registrant and JWC Acquisition, LLC.*** | ||
10 | .13 | Securities Assignment Agreement, dated as of October 25, 2010, among the Registrant, JWC Acquisition, LLC, John K. Haley and Sonny King.*** | ||
14 | Form of Code of Ethics.*** | |||
23 | .1 | Consent of Rothstein, Kass & Company, P.C.*** | ||
23 | .2 | Consent of McDermott Will & Emery LLP (included on Exhibit 5.1).* | ||
24 | Power of Attorney.*** | |||
99 | .1 | Consent of John K. Haley.*** | ||
99 | .2 | Consent of Sonny King.*** |
* | Filed herewith. | |
** | To be filed by amendment. | |
*** | Previously filed. |
II-6
Item 17. | Undertakings. |
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
i. To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
ii. To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
Calculation of Registration Fee table in the
effective registration statement;
iii. To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability of the
registrant under the Securities Act of 1933 to any purchaser in
the initial distribution of the securities, in a primary
offering of securities of the undersigned registrant pursuant to
this registration statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any
of the following communications, the undersigned registrant will
be a seller to the purchaser and will be considered to offer or
sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be
filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used
or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about
the undersigned registrant or its securities provided by or on
behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the
offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes to provide
to the underwriter at the closing specified in the underwriting
agreements, certificates in such denominations and registered in
such names as required by the underwriter to permit prompt
delivery to each purchaser.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event
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that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities
Act shall be deemed to be part of this registration statement as
of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
II-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, State of Massachusetts, on
the 17th
day of November, 2010.
JWC ACQUISITION CORP.
By: |
/s/ Adam
L. Suttin
|
Adam L. Suttin
President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
Name
|
Position
|
Date
|
||||
* John W. Childs |
Chairman and Chief Executive Officer (Principal Executive Officer) | November 17, 2010 | ||||
/s/ Adam
L. Suttin Adam L. Suttin |
President | November 17, 2010 | ||||
* David A. Fiorentino |
Vice President and Chief Financial Officer (Principal Financial Officer) | November 17, 2010 | ||||
* Jeffrey J. Teschke |
Vice President, Treasurer and Secretary (Principal Accounting Officer) | November 17, 2010 | ||||
* Pursuant to Power of Attorney
|
||||||
/s/ Adam
L. Suttin Attorney-in-fact |
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EXHIBIT INDEX
Exhibit |
||||
No.
|
Description
|
|||
1 | .1 | Form of Underwriting Agreement.*** | ||
3 | .1 | Form of Amended and Restated Certificate of Incorporation.*** | ||
3 | .2 | Form of Amended and Restated By-laws.*** | ||
4 | .1 | Specimen Unit Certificate.*** | ||
4 | .2 | Specimen Common Stock Certificate.*** | ||
4 | .3 | Specimen Warrant Certificate.*** | ||
4 | .4 | Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*** | ||
5 | .1 | Opinion of McDermott Will & Emery LLP.* | ||
10 | .1 | Promissory Note, dated August 5, 2010, issued to J.W. Childs Associates, L.P.*** | ||
10 | .2 | Letter Agreement, dated as of November 16, 2010, among the Registrant, JWC Acquisition, LLC, J.W. Childs Associates, L.P. and each of the members of JWC Acquisition, LLC.* | ||
10 | .3 | Letter Agreement, dated as of November 16, 2010, between the Registrant and John K. Haley* | ||
10 | .4 | Letter Agreement, dated as of November 16, 2010, between the Registrant and Sonny King.* | ||
10 | .5 | Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*** | ||
10 | .6 | Letter Agreement, dated as of August 5, 2010, between J.W. Childs Associates, L.P. and Registrant regarding administrative support.*** | ||
10 | .7 | Form of Registration Rights Agreement among the Registrant, JWC Acquisition, LLC and each of the members of JWC Acquisition, LLC.*** | ||
10 | .8 | Securities Purchase Agreement, effective as of August 5, 2010, between the Registrant and JWC Acquisition, LLC.*** | ||
10 | .9 | Sponsor Warrants Purchase Agreement, dated as of August 5, 2010, among the Registrant and the members of the Registrants sponsor.*** | ||
10 | .10 | Amendment to Sponsor Warrants Purchase Agreement, dated as of October 25, 2010, among Registrant and the members of the Registrants sponsor.*** | ||
10 | .11 | Form of Indemnity Agreement.*** | ||
10 | .12 | Contribution Agreement, dated as of October 25, 2010, by and between the Registrant and JWC Acquisition, LLC.*** | ||
10 | .13 | Securities Assignment Agreement, dated as of October 25, 2010, among the Registrant, JWC Acquisition, LLC, John K. Haley and Sonny King.*** | ||
14 | Form of Code of Ethics.*** | |||
23 | .1 | Consent of Rothstein, Kass & Company, P.C.*** | ||
23 | .2 | Consent of McDermott Will & Emery LLP (included on Exhibit 5.1).* | ||
24 | Power of Attorney.*** | |||
99 | .1 | Consent of John K. Haley.*** | ||
99 | .2 | Consent of Sonny King.*** |
* | Filed herewith. | |
** | To be filed by amendment. | |
*** | Previously filed. |
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