Granahan Mccourt Acquisition Corp - Current report filing (8-K)
12 6월 2008 - 11:21PM
Edgar (US Regulatory)
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
June12, 2008 / June 10, 2008
(Date of Report/Date of Earliest Event Reported)
GRANAHAN MCCOURT ACQUISITION
CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
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001-33075
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02-0781911
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S Employer Identification No.)
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179 Stony Brook Road
Hopewell, NJ 08525
(Address of principal executive offices)
Registrants telephone number, including area code:
(609) 333-1200
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 of 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))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.03 Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On June 10, 2008
David C. McCourt made an interest-free loan of $600,000 to Granahan McCourt
Acquisition Corporation (the Company). In connection with the loan the
Company and Mr. McCourt executed a demand note (the Demand Note)
pursuant to which the Company unconditionally promised to pay the principal sum
of $600,000 in cash to Mr. McCourt on the earliest of (a) one
business day following Mr. McCourts written demand to the Company for
such payment, (b) consummation of a business combination and (c) liquidation
of the Company trust fund pursuant to the Companys fourth amended and restated
certificate of incorporation.
If the Company defaults
under the Demand Note, Mr. McCourt may declare all amounts due under the
Demand Note due and payable. The following events constitute an event of
default under the Demand Note: (i) a default by the Company in the payment
of the principal when due and payable if such default is not cured by the
Company within two days after Mr. McCourt has given the Company written
notice of such default; (ii) the institution by the Company of or the
consent by the Company to bankruptcy or similar proceedings; and (iii) if,
within thirty days after the commencement of an action against Borrower seeking
any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar
relief, such action shall not have been resolved in favor of the Company or all
orders or proceedings affecting the operations of the Company stayed, or if the
stay of any such order or proceeding shall thereafter be set aside, or if,
within thirty days after the appointment without the consent of the Company of
any trustee, receiver or liquidator of the Company or of all or any substantial
part of its properties, such appointment shall not have been vacated; provided
that the adoption of a plan of dissolution and distribution and its
implementation by the Companys board of directors that is approved by its
stockholders due to the failure of the Company to complete a business
combination shall not in any instance be deemed an event of default.
Under the Demand Note, Mr. McCourt
irrevocably waives any claim to funds in the trust fund or distributed from the
trust fund, other than in a business combination distribution.
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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, thereunto
duly authorized.
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Granahan McCourt
Acquisition Corporation
(Registrant)
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Date: June 12,
2008
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By:
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/s/
David C. McCourt
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David C. McCourt
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President, Chief
Executive Officer and
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Chairman of the Board
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3
Granahan Mccourt Acquisition Corp. (AMEX:GHN)
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