- Current report filing (8-K)
29 10월 2009 - 7:02PM
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
Date of
Report (Date of earliest event reported):
October 28,
2009
TREMISIS ENERGY ACQUISITION
CORPORATION II
(Exact
Name of Registrant as Specified in Charter)
Delaware
|
001-33814
|
30-0485452
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
545-7
Dogok-Dong
SoftForum
B/D, 7th Floor
Gangnam-Gu, Seoul, South Korea
135-270
|
77042
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
(82)(2)
575-0466
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):
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
x
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
TREMISIS
ENERGY ACQUISITION CORPORATION II (“TREMISIS II”) INTENDS TO HOLD PRESENTATIONS
FOR CERTAIN OF ITS STOCKHOLDERS AND WARRANTHOLDERS, AS WELL AS OTHER PERSONS WHO
MIGHT BE INTERESTED IN PURCHASING TREMISIS II SECURITIES, REGARDING ITS
ACQUISITION OF ALL THE OUTSTANDING CAPITAL STOCK OF ASIANA IDT, INC. (“ASIANA
IDT”), AS DESCRIBED IN CURRENT REPORTS ON FORM 8-K PREVIOUSLY FILED BY TREMISIS
II. THIS CURRENT REPORT ON FORM 8-K AND THE CURRENT REPORTS ON FORM
8-K PREVIOUSLY FILED BY TREMISIS II, INCLUDING SOME OR ALL OF THE EXHIBITS
HERETO AND THERETO, WILL BE DISTRIBUTED TO PARTICIPANTS AT SUCH
PRESENTATIONS.
TREMISIS
II, ASIANA IDT AND ASIANA AIRLINES, INC., THE CURRENT PARENT COMPANY OF ASIANA
IDT, AND THEIR RESPECTIVE DIRECTORS AND EXECUTIVE OFFICERS MAY BE DEEMED TO BE
PARTICIPANTS IN THE SOLICIATION OF PROXIES FOR THE SPECIAL MEETINGS OF TREMISIS
II STOCKHOLDERS AND WARRANTHOLDERS TO BE HELD TO APPROVE THE ACQUISITION AND AN
AMENDMENT TO THE GOVERNING WARRANT AGREEMENT AND REDEMPTION OF OUTSTANDING
WARRANTS.
MERRILL
LYNCH AND EARLYBIRDCAPITAL, INC., WHO ACTED AS UNDERWRITERS IN TREMISIS II’S
INITIAL PUBLIC OFFERING, WILL RECEIVE DEFERRED UNDERWRITING COMMISSIONS
TOTALLING $3,114,454 UPON CONSUMMATION OF THE ACQUISITION. IF THE
ACQUISITION IS NOT CONSUMMATED AND TREMISIS II DOES NOT CONSUMMATE ANOTHER
BUSINESS COMBINATION TRANSACTION BY DECEMBER 6, 2009, SUCH DEFERRED UNDERWRITNG
COMMISSIONS WILL BE FORFEITED BY THE UNDERWRITERS AND WILL BE INCLUDED AMONG THE
FUNDS THAT WILL BE AVAILABLE TO THE TREMISIS II STOCKHOLDERS UPON
LIQUIDATION.
STOCKHOLDERS
AND WARRANTHOLDERS OF TREMISIS II AND OTHER INTERESTED PERSONS ARE ADVISED TO
READ TREMISIS II’S PRELIMINARY PROXY STATEMENT AND, WHEN AVAILABLE, DEFINITIVE
PROXY STATEMENT IN CONNECTION WITH TREMISIS II’S SOLICITATION OF PROXIES FOR THE
SPECIAL MEETINGS BECAUSE THESE PROXY STATEMENTS WILL CONTAIN IMPORTANT
INFORMATION. SUCH PERSONS CAN ALSO READ TREMISIS II’S FINAL
PROSPECTUS, DATED DECEMBER 6, 2007 AND ITS CURRENT REPORT ON FORM 8-K DATED
MARCH 13, 2009, FOR A DESCRIPTION OF THE SECURITY HOLDINGS OF THE TREMISIS II
OFFICERS AND DIRECTORS AND OF MERRILL LYNCH AND EARLYBIRDCAPITAL, INC. AND THEIR
RESPECTIVE INTERESTS IN THE SUCCESSFUL CONSUMMATION OF THE
ACQUISITION. THE DEFINITIVE PROXY STATEMENT WILL BE MAILED TO
STOCKHOLDERS AND WARRANTHOLDERS AS OF A RECORD DATE TO BE ESTABLISHED FOR VOTING
ON THE ACQUISITION AND THE WARRANT AGREEMENT AMENDMENT. STOCKHOLDERS
AND WARRANTHOLDERS WILL ALSO BE ABLE TO OBTAIN A COPY OF THE DEFINITIVE PROXY
STATEMENT, WITHOUT CHARGE, BY DIRECTING A REQUEST TO: TREMISIS ENERGY
ACQUISITION CORPORATION II, 545-7 DOGOK-DONG, SOFTFORUM B/D, 7TH FLOOR,
GANGNAM-GU, SEOUL, SOUTH KOREA 135-270. THE PRELIMINARY PROXY
STATEMENT AND THE DEFINITIVE PROXY STATEMENT, ONCE AVAILABLE, MAY ALSO BE
OBTAINED, WITHOUT CHARGE, AT THE SECURITIES AND EXCHANGE COMMISSION’S INTERNET
SITE (http://www.sec.gov).
Item
8.01. Other
Events.
The
Investor Presentation filed as Exhibit 99.1 to this Current Report will be used
by Tremisis Energy Acquisition Corporation II in making presentations to its
stockholders and warrantholders and other interested persons with respect to its
proposed business combination with Asiana IDT, Inc.
The
information in this Current Report, including the exhibit attached hereto, is
being furnished and shall not be deemed “filed” for the purposes of Section 18
of the Securities Exchange Act of 1934 or otherwise subject to the liabilities
of that Section. The information in this Current Report shall not be
incorporated by reference into any registration statement pursuant to the
Securities Act of 1933.
Item
9.01.
Financial
Statement and Exhibits.
(d) Exhibits:
Exhibit
|
|
Description
|
99.1
|
|
Investor
Presentation.
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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 hereunto
duly authorized.
Date:
October 28, 2009
TREMISIS
ENERGY ACQUISITION
CORPORATION
II
|
|
|
By:
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/s/Sang-Chul Kim
|
|
Name:
Sang-Chul Kim
|
|
Title:
Chairman and Chief Executive
Officer
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EXHIBIT
INDEX
Exhibit
|
|
Description
|
99.1
|
|
Investor
Presentation.
|
Tremisis Energy Acquisition Corp. Ii (AMEX:TGY)
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Tremisis Energy Acquisition Corp. Ii (AMEX:TGY)
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