- Filing of certain prospectuses and communications in connection with business combination transactions (425)
28 1월 2010 - 7:29AM
Edgar (US Regulatory)
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): January 27,
2010
OVERTURE ACQUISITION
CORP.
(Exact
name of registrant as specified in its charter)
Cayman
Islands
|
001-33924
|
98-0576724
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
c/o
Maples Corporate Services Limited
Ugland
House
Grand
Cayman, Cayman Islands
|
KY1-1104
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
(646) 736-1376
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:
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))
|
ADDITIONAL INFORMATION AND
FORWARD-LOOKING STATEMENTS
OVERTURE
ACQUISITION CORP. (“OVERTURE”) AND JEFFERSON NATIONAL FINANCIAL CORP. (“JNF”)
CLAIM THE PROTECTION OF THE SAFE HARBOR FOR “FORWARD-LOOKING STATEMENTS” WITHIN
THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT ARE NOT HISTORICAL FACTS. SUCH
FORWARD-LOOKING STATEMENTS, BASED UPON THE CURRENT BELIEFS AND EXPECTATIONS OF
MANAGEMENT OF OVERTURE AND JNF REGARDING, AMONG OTHER THINGS, OVERTURE’S
PROPOSED BUSINESS COMBINATION DISCUSSED HEREIN AND THE BUSINESS OF JNF AND ITS
SUBSIDIARIES, ARE SUBJECT TO RISKS AND UNCERTAINTIES, WHICH COULD CAUSE ACTUAL
RESULTS TO DIFFER FROM THE FORWARD-LOOKING STATEMENTS. THE FOLLOWING FACTORS,
AMONG OTHERS, COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THOSE SET FORTH IN THE
FORWARD-LOOKING STATEMENTS: (1) OVERTURE’S ABILITY TO COMPLETE ITS PROPOSED
BUSINESS COMBINATION WITHIN THE SPECIFIED TIME LIMITS; (2) OFFICERS AND
DIRECTORS ALLOCATING THEIR TIME TO OTHER BUSINESSES OR POTENTIALLY HAVING
CONFLICTS OF INTEREST WITH OVERTURE’S BUSINESS OR IN APPROVING THE TRANSACTION;
(3) SUCCESS IN RETAINING OR RECRUITING, OR CHANGES REQUIRED IN, OVERTURE’S
OFFICERS, KEY EMPLOYEES OR DIRECTORS FOLLOWING THE TRANSACTION; (4) DELISTING OF
OVERTURE’S SECURITIES FROM THE NYSE AMEX FOLLOWING THE TRANSACTION; (5) THE
POTENTIAL LIQUIDITY AND TRADING OF OVERTURE’S PUBLIC SECURITIES; (6) OVERTURE’S
REVENUES AND OPERATING PERFORMANCE; (7) CHANGES IN OVERALL ECONOMIC CONDITIONS;
(8) ANTICIPATED BUSINESS DEVELOPMENT ACTIVITIES OF OVERTURE FOLLOWING THE
TRANSACTION; (9) CHANGING INTERPRETATIONS OF GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES, (10) CONTINUED COMPLIANCE WITH GOVERNMENT REGULATIONS, (11) CHANGING
LEGISLATION OR REGULATORY ENVIRONMENTS (12) RISKS AND COSTS ASSOCIATED WITH
REGULATION OF CORPORATE GOVERNANCE AND DISCLOSURE STANDARDS (INCLUDING PURSUANT
TO SECTION 404 OF THE SARBANES-OXLEY ACT OF 2002); AND (13) OTHER RELEVANT RISKS
DETAILED IN OVERTURE’S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION
(“SEC”) AND THOSE FACTORS LISTED IN THE DEFINITIVE PROXY STATEMENT/PROSPECTUS
UNDER “
RISK FACTORS
.”
THE INFORMATION SET FORTH HEREIN SHOULD BE READ IN LIGHT OF SUCH RISKS. NEITHER
OVERTURE NOR JNF ASSUMES ANY OBLIGATION TO UPDATE THE INFORMATION CONTAINED IN
THIS REPORT.
ON
JANUARY 8, 2010 OVERTURE FILED A DEFINITIVE PROXY STATEMENT/PROSPECTUS PURSUANT
TO RULE 424(b)(2) WITH THE SEC. THE DEFINITIVE PROXY STATEMENT/PROSPECTUS WAS
MAILED TO SHAREHOLDERS AND WARRANTHOLDERS, AS THE CASE MAY BE, AS OF JANUARY 7,
2010. SHAREHOLDERS, WARRANTHOLDERS AND OTHERS CAN ALSO OBTAIN A COPY OF THE
DEFINITIVE PROXY STATEMENT/PROSPECTUS, WITHOUT CHARGE, BY DIRECTING A REQUEST TO
OVERTURE IN WRITING AT, MAPLES CORPORATE SERVICES LIMITED,
UGLAND HOUSE, GRAND CAYMAN
KY1-1104, CAYMAN ISLANDS
, OR BY TELEPHONE AT
(646) 736-1376
. FREE
COPIES OF THESE DOCUMENTS CAN ALSO BE OBTAINED AT THE SEC’S INTERNET SITE (
http://www.sec.gov
).
OVERTURE,
JNF AND THEIR RESPECTIVE DIRECTORS AND EXECUTIVE OFFICERS MAY BE DEEMED TO BE
PARTICIPANTS IN THE SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL
MEETING OF OVERTURE’S SHAREHOLDERS AND SPECIAL MEETING OF OVERTURE’S
WARRANTHOLDERS TO BE HELD TO APPROVE THE PROPOSED TRANSACTIONS. THE UNDERWRITERS
OF OVERTURE’S INITIAL PUBLIC OFFERING MAY PROVIDE ASSISTANCE TO OVERTURE, JNF
AND THEIR RESPECTIVE DIRECTORS AND EXECUTIVE OFFICERS, AND MAY BE DEEMED TO BE
PARTICIPANTS IN THE SOLICITATION OF PROXIES. A SUBSTANTIAL PORTION OF THE
UNDERWRITERS’ FEES RELATING TO OVERTURE’S INITIAL PUBLIC OFFERING WERE DEFERRED
PENDING STOCKHOLDER APPROVAL OF OVERTURE’S INITIAL BUSINESS COMBINATION, AND
SHAREHOLDERS ARE ADVISED THAT THE UNDERWRITERS HAVE A FINANCIAL INTEREST IN THE
SUCCESSFUL OUTCOME OF THE PROXY SOLICITATION. INFORMATION ABOUT OVERTURE’S
DIRECTORS AND EXECUTIVE OFFICERS IS AVAILABLE IN ITS ANNUAL REPORT. ADDITIONAL
INFORMATION REGARDING THE INTERESTS OF POTENTIAL PARTICIPANTS IS INCLUDED IN THE
DEFINITIVE PROXY STATEMENT/PROSPECTUS.
THE
INFORMATION ON OVERTURE’S WEBSITE IS NOT, AND SHALL NOT BE DEEMED TO BE, A PART
OF THIS CURRENT REPORT OR INCORPORATED IN FILINGS OVERTURE MAKES WITH THE
SEC.
THIS
COMMUNICATION SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES, NOR SHALL THERE BE ANY SALE OF SECURITIES IN ANY
JURISDICTIONS IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION. NO OFFERING OF SECURITIES SHALL BE MADE EXCEPT BY MEANS OF A
PROSPECTUS MEETING THE REQUIREMENTS OF SECTION 10 OF THE SECURITIES ACT OF 1933,
AS AMENDED.
Item
8.01. Other
Information.
On
January 27, 2010, Overture Acquisition Corp. (“Overture”) issued a press release
announcing that it convened and adjourned the extraordinary general meeting of
shareholders and the special meeting of warrantholders to 10:00 a.m. and 10:30
a.m. Eastern Time, respectively, on Friday, January 29, 2010 at the same
location in order to give Overture shareholders and warrantholders additional
time to consider and vote on the proposals to be considered at that
Extraordinary General Meeting and the Special Meeting of
Warrantholders.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits
99.1
|
Press
release dated January 27, 2010
|
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.
January
27, 2010
|
OVERTURE
ACQUISITION CORP.
|
|
|
|
|
|
By:
/s/ Marc J.
Blazer
|
|
Name:
Marc J. Blazer
|
|
Title:
President
|
Exhibit
Index
99.1 Press
release dated January 27, 2010
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