UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
______________
FORM
8-K/A
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
|
001-33583
|
20-8191477
|
(State
or Other Jurisdiction
|
(Commission
|
(IRS
Employer
|
of
Incorporation)
|
File
Number)
|
Identification
No.)
|
|
|
|
380 Lexington Avenue,
31st Floor, New York, New York
|
10168
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
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):
|
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))
|
EXPLANATORY
NOTE
THIS
AMENDMENT IS BEING FILED SOLELY TO INCLUDE AN UPDATED SLIDE SHOW PRESENTATION
(ATTACHED HERETO AS EXHIBIT 99.1), WHICH SUPERCEDES ALL PRIOR VERSIONS
FILED. THE SLIDE SHOW PRESENTATION WAS ORIGINALLY INCLUDED WITH KBL
HEALTHCARE ACQUISITION CORP. III'S CURRENT REPORT ON FORM 8-K FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 2009.
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, JEFFERIES AND EBC, 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 PRELIMINARY PROXY STATEMENT/PROSPECTUS AND THE DEFINITIVE
PROXY STATEMENT/PROSPECTUS, WHEN AVAILABLE, 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.
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, which supercedes all prior
versions filed. 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.
|
Financial
Statement and Exhibits.
|
|
99.1
|
Investor
Presentation.
|