- Filing of certain prospectuses and communications in connection with business combination transactions (425)
29 10월 2008 - 4:01AM
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
October 28, 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:
x
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 1.02
Termination of a Material Definitive
Agreement.
On
October 28, 2008, Granahan McCourt Acquisition Corporation (the Company),
Satellite Merger Corp., a Georgia corporation and wholly-owned subsidiary of
the Company (Merger Sub), Pro Brand International, Inc., a Georgia
corporation (PBI) and certain equity holders of PBI (collectively, Sellers)
mutually agreed to terminate the Agreement and Plan of Merger, dated as of April 24,
2008, as amended by Amendment No. 1, dated September 3, 2008, (the Merger
Agreement) pursuant to Section 8.1 of the Merger Agreement (the Mutual
Termination Agreement).
Under
the terms of the Merger Agreement, Merger Sub would have been merged with and
into PBI, with PBI continuing as the surviving corporation. The Merger Agreement provided that the
purchase price payable at closing would have been $50 million in cash and $15
million in Company common stock. PBIs equity holders would have also
become eligible for earnout payments based on PBIs 2008, 2009 and 2010 EBITDA
(adjusted to exclude, among other items, costs associated with SEC disclosure
or with listing on a stock exchange, expenses incurred in connection with the
merger, and fees payable to the Company and its affiliates on an ongoing
basis).
Under
the terms of the Mutual Termination Agreement, each party to the Mutual
Termination Agreement agrees to release each other party from all liabilities
and obligations arising out of or connected to the Merger Agreement and the
transactions contemplated by the Merger Agreement.
The
Mutual Termination Agreement is filed herewith as Exhibit 10.1 and is
incorporated herein by reference.
Item 9.01
Financial Statements, Pro Forma Financial Information and Exhibits.
(d) Exhibits:
The following Exhibits are
attached as part of this report:
10.1 Mutual
Termination Agreement, dated as of October 28, 2008
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: October 28,
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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2
Granahan Mccourt Acquisition Corp. (AMEX:GHN)
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Granahan Mccourt Acquisition Corp. (AMEX:GHN)
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부터 6월(6) 2023 으로 6월(6) 2024