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): January 18,
2011
CULLEN AGRICULTURAL HOLDING
CORP.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
000-53806
|
27-0863248
|
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
1431 N Jones Plantation Road, Millen,
Georgia
|
30442
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (706)
621-6737
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. below):
|
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
¨
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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
8.01. Other Events.
As
previously announced, on December 9, 2009, a second amended class action
complaint, styled Goodman v. Watson, et al., was filed in the Court of Chancery
of the State of Delaware (“Court of Chancery”) against certain of the directors
of Cullen Agricultural Holding Corp. (the “Company”), as well as certain of the
former directors of Triplecrown Acquisition Corp. (“Triplecrown”), the entity
with which the Company completed its business combination in October
2009. The putative class is made up of holders of Triplecrown’s
common stock as of September 30, 2009, the record date for the stockholders’
meeting held to approve the Company’s merger with Triplecrown. The
complaint alleged that the defendants breached their fiduciary duties and their
duty of disclosure in connection with the business combination. The plaintiff
was seeking, as alternative remedies, damages in the amount of approximately
$9.74 per share, to have Triplecrown’s trust account restored and distributed
pro rata to members of the putative class, a quasi-appraisal remedy for members
of the putative class, and an opportunity for members of the putative class to
exercise conversion rights in connection with the business
combination.
On
January 18, 2011, the Company and the defendants entered into a stipulation of
settlement (“Stipulation”) with the plaintiff. Pursuant to the
Stipulation, the class action will be resolved, and all claims will be dropped,
in exchange for an aggregate payment to the class of up to $1.4 million, of
which $550,000 will be paid by the Company and the balance will be paid by the
Company’s insurance carrier.
The
Stipulation is subject to review and approval by the Court of Chancery, and is
subject to potential objections by permissible claimants. If the
Stipulation is approved, members of the putative class will be sent additional
information relating to their rights in relation to the settlement and
instructions on how to participate in such settlement.
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.
| CULLEN AGRICULTURAL HOLDING CORP. | |||
|
Date:
January 20, 2011
|
By:
|
/s/ Eric J. Watson | |
| Name: Eric J. Watson | |||
| Title: Chief Executive Officer | |||