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): April 28,
2008
ASCEND ACQUISITION
CORP.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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000-51840
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20-3881465
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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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970 West Broadway, PMB 402, Jackson,
Wyoming
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83001
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (307) 734-2645
435 Devon Park Drive, Bldg.
700, Wayne, PA 19087
(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):
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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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Item
1.01. Entry into a
Material Definitive Agreement.
History
Ascend
Acquisition Corp. (the “Company”) was formed on December 5, 2005 to serve as a
vehicle to effect a merger, capital stock exchange, asset acquisition or other
similar business combination with a currently unidentified operating
business.
On July
31, 2007, the Company announced that it had signed a definitive agreement to
acquire e.PAK Resources (S) Pte. Ltd. (“ePAK”), a privately held, full-service
supplier of semiconductor transfer and handling products. The Company
was required to complete its business combination with ePAK by May 17, 2008.
However, on April 28, 2008, the Company announced that it had abandoned the
proposed business combination with ePAK (effectively terminating the definitive
agreement). The transaction was abandoned because the Company was
unable to finalize its proxy statement relating to its special meeting of
stockholders with the Securities and Exchange Commission in order to timely hold
such meeting and consummate the acquisition. This was due to the fact
that certain conditions to the consummation of the acquisition had not been
satisfied and would not have been satisfied prior to May 17,
2008. Although the Company requested that ePAK waive such conditions,
ePAK refused to do so. As a result, the Company was unable to
finalize its proxy statement and was forced to abandon the
acquisition.
Because
the Company was unable to consummate its business combination prior to May 17,
2008, the Company’s board of directors contemplated alternatives for preserving
value for stockholders. Ultimately, the board of directors proposed
to amend the Company’s certificate of incorporation to permit the continuance of
the Company as a corporation beyond the time that was then specified in its
certificate of incorporation without the limitations related to the Company’s
initial public offering. This amendment, along with certain other
actions, was approved by the Company’s stockholders on September 4,
2008. Since such time, the Company has been seeking to acquire a
business or company or identify some other opportunity for it and its
shareholders’ benefit.
To
supplement the Company’s working capital needs, Don K. Rice (“Rice”), a member
of the Board of Directors of the Company (the “Board”) and the Company’s former
chief executive officer, president and treasurer, loaned the Company an
aggregate of $320,000 in exchange for convertible promissory notes (“Notes”)
which, together with interest accrued and unpaid thereon in the amount of
$26,830, was convertible into an aggregate of 7,075,000 shares of the Company’s
Common Stock (the “Note Shares”), at a conversion price of approximately $0.05
per share.
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Stock
Purchase
On
January 21, 2011, the Company entered into and consummated a Stock Purchase
Agreement (the “Purchase Agreement”) with Rice and Ironbound Partners Fund, LLC,
a Delaware limited liability company (the “Purchaser”).
Pursuant
to the Purchase Agreement, Rice converted the Notes and the interest accrued and
unpaid thereon into the Note Shares. The Note Shares were issued to
Rice pursuant to the exemption from registration contained in Section 4(2) of
the Securities Act of 1933, as amended (“Securities Act”), as Rice is an
accredited investor as defined in the Securities Act. Immediately after the
conversion of the Notes, Rice sold to Purchaser the Note Shares together with
218,550 additional shares of Common Stock of the Company held by Rice, or an
aggregate of 7,293,550 shares of Common Stock, representing approximately 92% of
the outstanding capital stock of the Company in the aggregate, giving effect to
the conversion of the Notes, for an aggregate purchase price of
$310,000. Purchaser utilized its working capital to acquire the
Shares. Purchaser owned no other shares of capital stock of the
Company prior to the consummation of the Purchase Agreement.
Additionally,
pursuant to the Purchase Agreement:
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·
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Rice
resigned from all of his officer positions with the
Company;
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·
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Stephen
Brown, a member of the Board, resigned from his position;
and
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·
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Jonathan
J. Ledecky (“Ledecky”), the sole manager of the Purchaser, was appointed
as a member of the Board and as the Company’s chief executive
officer.
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The
parties have agreed that as soon as practicable after the tenth day after the
mailing of the Information Statement (defined below) to the Company’s
stockholders, Rice shall resign from the Board and, immediately after such
resignation, the Board will be comprised of a number of members established by
Ledecky, the sole remaining director of the Company, all of whom shall be
nominated by Purchaser.
The
Company has agreed to prepare and file with the Securities and Exchange
Commission, and thereafter mail, an information statement (“Information
Statement”) pursuant to Rule 14f-1 promulgated under the Securities
Exchange Act of 1934, as amended, for the purpose of notifying the Company’s
stockholders of the above-referenced transactions and change in the majority of
the Board as soon as practicable.
The
transactions discussed above will not change the Company’s “shell company”
status. As a result, the Company will continue to seek to acquire a
business or company or other opportunity for it and its shareholders’
benefit.
Item
1.02. Termination of
a Material Definitive Agreement.
The information set forth in Item 1.01
is incorporated herein by reference.
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Item
3.02.
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Unregistered
Sales of Equity Securities.
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The
information set forth in Item 1.01 is incorporated herein by
reference.
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Item
5.01.
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Changes
in Control of Registrant.
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The
information set forth in Item 1.01 is incorporated herein by
reference.
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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The
information set forth in Item 1.01 is incorporated herein by
reference.
Jonathan
J. Ledecky, 52 years old, has served as chairman
of Ironbound Partners Fund LLC, a private investment management fund, since
March 1999. Since June 1999, Mr. Ledecky has also served as chairman
of the Ledecky Foundation, a philanthropic organization which contributes funds
to programs for the education of disadvantaged inner city youth in Washington,
D.C., New York and Boston. From June 2007 to October 2009, Mr.
Ledecky served as president, secretary and a member of the board of directors of
Triplecrown Acquisition Corp., a blank check company that completed a business
combination with Cullen Agricultural Technologies, Inc. From July
2005 to December 2007, Mr. Ledecky served as president, secretary and a director
of Endeavor Acquisition Corp., a blank check company that completed a business
combination with American Apparel. From January 2007 to April 2009,
Mr. Ledecky served as president, secretary and a director of Victory Acquisition
Corp., a blank check company that did not complete a business combination and
returned
all of its capital, representing approximately $330 million, to its public
shareholders. In October 1994, Mr. Ledecky founded U.S. Office
Products and served as its chief executive officer until November 1997 and
chairman until June 1998. During his tenure, U.S. Office Products completed over
260 acquisitions, and grew to a Fortune 500 company with over $2.6 billion in
revenues. In June 1998, U.S. Office Products completed a comprehensive
restructuring plan whereby four separate entities were spun off to stockholders
and U.S. Office Products underwent a leveraged recapitalization. In connection
with these transactions, Mr. Ledecky resigned from his position as chairman of
U.S. Office Products and became a director of each of the four spin-off
entities. In February 1997, Mr. Ledecky founded Building One Services
Corporation (originally Consolidation Capital Corporation), an entity formed to
identify attractive consolidation opportunities which ultimately focused on the
facilities management industry. In November 1997, Building One raised $552
million in an initial public offering. Mr. Ledecky served as Building One’s
chief executive officer from November 1997 through February 1999 and as its
chairman from inception through its February 2000 merger with Group Maintenance
America Corporation. During his tenure with Building One, it completed 46
acquisitions and grew to over $1.5 billion in revenues. From July 1999 to July
2001, Mr. Ledecky was vice chairman of Lincoln Holdings, owners of the
Washington sports franchises in the NBA, NHL and WNBA. Since June 1998, Mr.
Ledecky has served as a director of School Specialty, a Nasdaq Global Market
listed education company that provides products, programs and services that
enhance student achievement and development. School Specialty spun out of U.S.
Office Products in June 1998. Since 1994, Mr. Ledecky has been involved with
numerous other companies in director positions. Mr. Ledecky was a trustee of
George Washington University, served as a director of the U.S. Chamber of
Commerce and served as commissioner on the National Commission on
Entrepreneurship. In addition, in 2004, Mr. Ledecky was elected the Chief
Marshal of the 2004 Harvard University Commencement, a singular honor bestowed
by his alumni peers for a 25th reunion graduate deemed to have made exceptional
contributions to Harvard and the greater society while achieving outstanding
professional success. Mr. Ledecky received a B.A. (cum laude) from Harvard
University in 1979 and a M.B.A. from the Harvard Business School in
1983.
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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.
Date:
January 21, 2011
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ASCEND
ACQUISITION CORP.
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By:
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/s/ Jonathan J. Ledecky
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Name:
Jonathan J. Ledecky
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Title:
Chief Executive Officer
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