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
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Date
of Report (Date of earliest event reported):
January 23,
2009
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Commission
File
Number
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Registrant,
State of Incorporation
Address and Telephone
Number
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I.R.S.
Employer
Identification
No.
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001-33279
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NTR
ACQUISITION CO.
(Incorporated
in Delaware)
100
Mill Plain Road, Suite 320
Danbury,
CT 06811
Phone:
(203) 546-3437
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13-4335685
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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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q
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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q
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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q
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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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q
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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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Item
1.01
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Entry
into a Material Definitive
Agreement.
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The
information set forth below under Item 1.02 is incorporated herein by
reference.
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Item
1.02
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Termination
of a Material Definitive Agreement.
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On
January 23, 2009 Occidental Petroleum Investment Co. exchanged the promissory
note issued by NTR Acquisition Co. (“NTR”) for certain consideration offered by
NTR Partners LLC. NTR Partners LLC has since cancelled the promissory note
without any payment or any remaining obligation by NTR.
The
foregoing description does not purport to be complete and is qualified in its
entirety by reference to the full text of the Cancellation and Release
Agreement, which is attached as Exhibit 10.1 and incorporated herein by
reference.
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Item
3.01
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
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The
information set forth below under Item 8.01 is incorporated herein by
reference.
On
January 26, 2009, NTR issued a press release announcing that, in accordance with
its charter and applicable law, its corporate existence will terminate on
January 30, 2009.
NTR also
announced that its board of directors, at a special meeting held on January 25,
2009, adopted a plan of distribution, to become effective on January 30,
2009. NTR expects that the holders of record as of January 30, 2009
of shares of NTR common stock issued in the initial public offering will receive
a distribution in the amount of approximately $10.03 per share, payable on or
about February 6, 2009.
The
American Stock Exchange is expected to suspend the trading, and NTR’s transfer
agent will be instructed to cease recording transfers, of NTR’s units, common
stock and warrants on January 30, 2009. NTR intends to submit a
Certification of Termination of Registration on Form 15 to the Securities and
Exchange Commission for the purpose of deregistering its securities under the
Securities Exchange Act of 1934, as amended.
A copy of
the press release is furnished herewith as Exhibit 99.1 and is incorporated
herein by reference.
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Item
9.01
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Financial
Statements and
Exhibits.
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(d)
Exhibits
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Cancellation
and Release Agreement dated January 26,
2009
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Promissory
Note dated November 2, 2007 (incorporated by reference to Annex G of the
Revised Preliminary Proxy Statement on Schedule 14A filed on February 12,
2008 (File No. 001-33279))
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99.1
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Press
Release of NTR Acquisition Co. dated January 26,
2009
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SIGNATURES
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.
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NTR
ACQUISITION CO.
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By:
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/s/
Mario
E. Rodriguez
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Mario
E. Rodriguez
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Chief
Executive Officer
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