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 30,
2009
KBL HEALTHCARE ACQUISITION
CORP. III
(Exact
Name of Registrant as Specified in Charter)
Delaware
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001-33583
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20-8191477
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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380 Lexington Avenue,
31st Floor, New York, New York
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10168
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(Address
of Principal Executive Offices)
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(Zip
Code)
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212-319-5555
(Registrant’s
Telephone Number, Including Area Code)
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 (
see
General
Instruction A.2. below):
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x
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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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COMMENCING
SHORTLY AFTER THE FILING OF THIS CURRENT REPORT ON FORM 8-K, KBL HEALTHCARE
ACQUISTION CORP. III (“KBL”) AND PRWT SERVICES, INC. (“PRWT”) ARE HOLDING
PRESENTATIONS FOR CERTAIN OF KBL’S STOCKHOLDERS, AS WELL AS OTHER PERSONS WHO
MIGHT BE INTERESTED IN PURCHASING KBL SECURITIES, REGARDING THE BUSINESS
COMBINATION BETWEEN KBL AND PRWT, AS DESCRIBED IN THE PRELIMINARY PROXY
STATEMENT/PROSPECTUS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL
22, 2009, AS SAME IS AMENDED FROM TIME TO TIME. SUCH PRELIMINARY
PROXY STATEMENT/PROSPECTUS AND THIS CURRENT REPORT ON FORM 8-K, INCLUDING
SOME OR ALL OF THE EXHIBITS ATTACHED THERETO AND HERETO, WILL BE DISTRIBUTED TO
PARTICIPANTS AT SUCH PRESENTATIONS.
CITIGROUP
GLOBAL MARKETS, INC. (“CITIGROUP”), JEFFERIES & COMPANY, INC. (“JEFFERIES”)
AND EARLYBIRDCAPITAL, INC. (“EBC”), EACH AN UNDERWRITER OF KBL’S INITIAL PUBLIC
OFFERING (“IPO”) CONSUMMATED IN JULY 2007, ARE ASSISTING KBL IN THESE EFFORTS
WITHOUT CHARGE, OTHER THAN THE REIMBURSEMENT OF THEIR OUT-OF-POCKET EXPENSES.
ADDITIONALLY, THE UNDERWRITERS DEFERRED $4,140,000 OF THE COMMISSIONS OWED TO
THEM IN CONNECTION WITH THE IPO UNTIL THE CLOSING OF KBL’S BUSINESS
COMBINATION. FURTHER, KBL HEALTHCARE MANAGEMENT, INC. (“KHMI”), AN
AFFILIATE OF CERTAIN OF THE EXECUTIVE OFFICERS AND DIRECTORS OF KBL, HAS ENTERED
INTO A GENERAL ADVISORY AGREEMENT WITH PRWT, WHICH WILL BECOME EFFECTIVE UPON
CONSUMMATION OF THE BUSINESS COMBINATION BETWEEN KBL AND PRWT, UNDER WHICH KHMI
WOULD BE PAID A FEE OF $250,000 PER YEAR IN CONNECTION WITH SERVICES TO BE
RENDERED TO PRWT, AND CERTAIN OF PRWT’S OFFICERS WILL ENTER INTO NEW EMPLOYMENT
AGREEMENTS TO BE EFFECTIVE UPON CONSUMMATION OF THE BUSINESS
COMBINATION.
KBL
AND ITS DIRECTORS AND EXECUTIVE OFFICERS, AND PRWT AND ITS
STOCKHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS, AND THEIR RESPECTIVE AFFILIATES,
MAY ENTER INTO ARRANGEMENTS TO PURCHASE SHARES OF COMMON STOCK
AND/OR WARRANTS OF KBL IN OPEN MARKET OR PRIVATELY NEGOTIATED
TRANSACTIONS.
KBL AND
ITS STOCKHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS AND PRWT AND
ITS STOCKHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS MAY BE DEEMED TO BE
PARTICIPANTS IN THE SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF KBL
STOCKHOLDERS TO BE HELD TO APPROVE THE MERGER.
STOCKHOLDERS
OF KBL AND OTHER INTERESTED PERSONS ARE ADVISED TO READ KBL’S AND PRWT’S
PRELIMINARY PROXY STATEMENT/PROSPECTUS AND, WHEN AVAILABLE, KBL’S AND PRWT’S
DEFINITIVE PROXY STATEMENT/PROSPECTUS IN CONNECTION WITH KBL’S SOLICITATION OF
PROXIES FOR THE SPECIAL MEETING BECAUSE THESE PROXY STATEMENT/PROSPECTUSES WILL
CONTAIN IMPORTANT INFORMATION. SUCH PERSONS CAN ALSO READ KBL’S FINAL
PROSPECTUS, DATED JULY 19, 2007, FOR A DESCRIPTION OF THE SECURITY HOLDINGS OF
THE KBL OFFICERS AND DIRECTORS AND OF CITIGROUP AND THEIR RESPECTIVE INTERESTS
IN THE SUCCESSFUL CONSUMMATION OF THIS BUSINESS COMBINATION. THE
DEFINITIVE PROXY STATEMENT/PROSPECTUS WILL BE MAILED TO KBL STOCKHOLDERS AS OF
THE RECORD DATE TO VOTE ON THE ACQUISITION. STOCKHOLDERS WILL ALSO BE ABLE TO
OBTAIN A COPY OF THE DEFINITIVE PROXY STATEMENT/PROSPECTUS, WITHOUT CHARGE, BY
DIRECTING A REQUEST TO: KBL HEALTHCARE ACQUISTION CORP. IIII, 380 LEXINGTON
AVENUE, 31ST FLOOR, NEW YORK, NEW YORK 10168. THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS CAN ALSO BE OBTAINED, WITHOUT CHARGE, AT THE SECURITIES AND
EXCHANGE COMMISSION’S INTERNET SITE (
HTTP://WWW.SEC.GOV
).
THIS CURRENT
REPORT AND THE EXHIBITS HERETO INCLUDE CERTAIN FINANCIAL INFORMATION
(EBITDA) NOT DERIVED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
("GAAP"). KBL AND PRWT BELIEVE THAT THE PRESENTATION OF THIS NON-GAAP
MEASURE PROVIDES INFORMATION THAT IS USEFUL TO INVESTORS. WE HAVE INCLUDED A
RECONCILIATION OF THIS INFORMATION TO THE MOST COMPARABLE GAAP MEASURES WHERE
APPLICABLE.
Item
1.01.
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Entry
Into a Material Definitive
Agreement
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As
previously announced, on March 13, 2009, the following parties entered into an
Agreement and Plan of Reorganization (“
Merger
Agreement
”):
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·
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KBL
Healthcare Acquisition Corp. III (“KBL”), a specified purpose acquisition
corporation;
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·
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PRWT
Services, Inc. (“
PRWT
”);
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·
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PRWT
Merger Sub, Inc., a wholly-owned subsidiary of PRWT (“
Merger Sub
”);
and
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·
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the
holders of all of the outstanding capital stock of PRWT (“
PRWT
Stockholders
”).
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On April
30, 2009, the parties agreed to amend the Merger Agreement to clarify
certain provisions thereof and to correct certain information therein
(“Amendment No. 1”). The Form of Amendment No. 1 has been agreed to
and is in process of being executed by all the parties. Amendment No. 1
provides, among other things, as follows:
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·
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that
KBL, and not the Merger Sub, shall be the surviving corporation in the
Merger, (b) the articles of incorporation and bylaws of KBL shall be the
articles and bylaws of such surviving corporation and, (c) as soon as
practicable following consummation of the Merger, such surviving
corporation shall be merged into New Pubco by means of a merger in
accordance with the PBCL;
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·
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clarifies
that following the consummation of the merger, Thomas A. Leonard, James
Dobrowski and Ernest Argesto shall continue to own their direct interest
in US Facilities, Inc.;
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·
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restates
the definition of “Net Debt” to provide that amounts expended by PRWT in
purchasing KBL securities, if any, prior to the consummation of the merger
shall be excluded from the Net Debt calculation;
and
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·
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corrects
the number of shares to be available under the post-merger public
company’s stock option plan, which number shall be
2,300,000.
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On April
30, 2009, KBL Healthcare Management, Inc. (“KHMI”), an affiliate of certain
directors and executive officers of KBL, and PRWT, executed a General
Advisory Agreement, which will become effective upon consummation of the
business combination between KBL and PRWT, under which KHMI would provide
advisory services to PRWT and be paid a fee of $250,000 per year. The
agreement is for a term of three years; provided that either party may terminate
at the end of any year during the term upon 90 days
’ prior written
notice.
In April
2009, PRWT was informed that it has been selected as
Black Enterprise Magazine’s
Industrial/Service Company of the Year for 2009.
Attached to this Current Report as Exhibit 99.1 is the form of
investor presentation to be used by KBL and PRWT in presentations to certain of
KBL
’
s
security holders and other interested persons. The attached presentation shall
be used by KBL and PRWT, together with the preliminary proxy
statement/prospectus and, when available, the definitive proxy
statement/prospectus.
Item
9.01.
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Financial
Statement and Exhibits.
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10.1
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Form
of Amendment No. 1, to Agreement and Plan or Reorganization, dated as
of March 13, 2009, by and among KBL Healthcare Acquisition Corp. III, PRWT
Services, Inc., PRWT Merger Sub, Inc. and all of the stockholders of PRWT
Services, Inc.
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10.2
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General
Advisory Agreement between KBL Healthcare Management, Inc. and PRWT
Services, Inc., dated April 30, 2009, and to be effective upon
consummation of the Merger.
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99.1
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Investor
Presentation
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