Attached files
| file | filename |
|---|---|
| EX-2.1 - Crumbs Bake Shop, Inc. | v212070_ex2-1.htm |
| EX-99.1 - Crumbs Bake Shop, Inc. | v212070_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported): February 18,
2011
57th Street General Acquisition
Corp.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-53977
|
27-1215274
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
590
Madison Avenue, 35th
Floor
New
York, New York
|
10022
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (212) 409-2434
Not
Applicable
(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 to the registrant under any of the following
provisions:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|
|
o
|
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))
|
| x | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Forward Looking
Statements
This Form 8-K contains
forward-looking statements that involve a number of risks and uncertainties.
Important factors that could cause actual results to differ materially from
those indicated by such forward-looking statements are set forth in
57th Street’s (as defined below) filings
with the Securities and Exchange Commission (the “SEC”). Such forward-looking
statements, based on the current beliefs and expectations of the management of
57th Street, Crumbs (as defined below)
and Merger Sub (as defined below), regarding, among other things, the proposed
business combination between 57th Street, Merger Sub and Crumbs, and
the business of Crumbs, are subject to certain risks and uncertainties that
could cause actual results to differ materially from those indicated by
forward-looking statements including,
but not limited to, the risk that more than eighty-eight percent of 57th Street
stockholders will validly tender and won’t properly withdraw their common shares
prior to the expiration of the tender offer, the risk that governmental and
regulatory review of the tender offer documents may delay the Merger or result
in the inability of the proposed business combination to be consummated by May
31, 2011 and the length of time necessary to consummate the proposed business
combination, the risk that a condition to closing of the transaction may not be
satisfied or waived, the risk that the businesses will not be integrated
successfully, the risk that the anticipated benefits of the proposed business
combination may not be fully realized or may take longer to realize than
expected, disruption from the proposed business combination making it more
difficult to maintain relationships with customers, employees or suppliers, a
reduction in industry profit margin; the inability to continue the development
of the Crumbs brand, changing interpretations of generally accepted accounting
principles, continued compliance with government regulations, changing
legislation and regulatory environments, the ability to meet the NASDAQ Stock
Market listing standards, including having the requisite number of round lot
holders or stockholders, a lower return on investment; the inability to manage
rapid growth; requirements or changes affecting the business in which Crumbs is
engaged, the general volatility of the market price of our securities and
general economic conditions, as well as relevant risks detailed
in 57th Street’s filings with the
SEC. While 57th Street, Merger Sub and/or Crumbs
may elect to update forward-looking statements at some point in the future,
57th Street, Merger Sub and Crumbs
specifically disclaim any obligation to do so, even if estimates change and,
therefore, you should not rely on these forward-looking statements as
representing our views as of any date subsequent to today.
Additional
Information
The tender offer referenced herein
for the common stock and warrants of 57th Street commenced as of the date
hereof. The description contained herein is not an offer to buy or the
solicitation of an offer to sell securities. At the time the tender offer is
commenced, 57th Street will have filed a tender
offer statement on Schedule TO with the SEC, which will contain important
information that should be read carefully before making any decision to tender
securities in the tender offer. Those materials will be made available to
57th Street’s securityholders at no
expense to them and will be made available at no charge on the SEC’s website at
www.sec.gov.
|
Item
1.01.
|
Entry into a Material
Definitive Agreement.
|
On February 18, 2011, 57th Street
General Acquisition Corp., a Delaware corporation (“57th
Street”), 57th Street
Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary
of 57th Street
(“Merger Sub”), Crumbs Holdings LLC, a Delaware limited liability company
(“Crumbs”), the members of Crumbs (individually a “Member” or collectively the
“Members”), and the representatives of Crumbs and the Members, entered into an
Amendment (the “Amendment”) to the Business Combination Agreement between the
parties, dated January 9, 2011 (the “Agreement”).
The
Amendment amended various provisions of the Agreement including, among other
things: (i) the definition of “Adjusted EBITDA” to include the non-cash effect
on rent expense as a result of straight-lining rent, (ii) the extension of the
date after which Crumbs has the right to pursue alternate transactions from
March 31, 2011 to April 15, 2011, (iii) indemnification by certain members of
Crumbs with respect to certain matters and (iv) modifications to further conform
with the mechanics and logistics of the merger and tender offer.
The
description of the terms of the Amendment contained in this Current Report on
Form 8-K is qualified in its entirety by reference to the complete text of the
Amendment, which is filed hereto as Exhibit 2.1 and incorporated by reference
herein.
|
Item
7.01.
|
Regulation
FD Disclosure
|
On
February 22, 2011, 57th Street
issued a press release announcing its intent to commence a cash tender offer to
purchase up to 4,801,544 shares of its common stock and up to 9,156,300 of its
warrants to purchase common stock. A copy of the press release is furnished
herewith as Exhibit 99.1.
The
information contained in this Item 7.01, including the exhibit attached hereto,
is furnished pursuant to Item 7.01 and shall not be deemed “filed” for any other
purpose, including for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section. The information in this Item 7.01 of this Current
Report on Form 8-K shall not be deemed incorporated by reference into any filing
or other document pursuant to the Securities Act of 1933, as amended, or the
Exchange Act except as shall be expressly set forth by specific reference in
such filing or document.
|
Item
9.01.
|
Financial
Statements and Exhibits
|
(d) Exhibits.
|
Exhibit
Number
|
Description
|
|
2.1*
|
Amendment
to Business Combination Agreement, by and among 57th Street General
Acquisition Corp., 57th
Street Merger Sub LLC, Crumbs Holdings LLC, the members of Crumbs Holdings
LLC, and the representatives of Crumbs Holdings LLC and its members, dated
as of February 18, 2011
|
|
99.1
|
Press
Release, February 22, 2011
|
|
*
|
All
schedules for which provision is made in the applicable regulations of the
SEC are not required under the related instructions or are not applicable,
and, therefore, have been omitted.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| February 22, 2011 | 57TH STREET GENERAL ACQUISITION CORP. | ||
|
|
By:
|
/s/ Paul D. Lapping | |
| Name: | Paul D. Lapping | ||
| Title: | Chief Financial Officer | ||
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
|
2.1*
|
Amendment
to Business Combination Agreement, by and among 57th Street General
Acquisition Corp., 57th
Street Merger Sub LLC, Crumbs Holdings LLC, the members of Crumbs Holdings
LLC, and the representatives of Crumbs Holdings LLC and its members, dated
as of February 18, 2011
|
|
99.1
|
Press
Release, February 22, 2011
|
|
*
|
All
schedules for which provision is made in the applicable regulations of the
SEC are not required under the related instructions or are not applicable,
and, therefore, have been omitted.
|