|
OMB
APPROVAL
|
|
OMB
Number: 3235-0060
Expires: August
31, 2012
Estimated
average burden
Hours
per
response............5.0
|
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 1,
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, 7
th
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, 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 THIS REPORT. THIS CURRENT REPORT ON FORM 8-K, INCLUDING
SOME OR ALL OF THE EXHIBITS HERETO, 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 MEETING OF TREMISIS
II STOCKHOLDERS TO BE HELD TO APPROVE THE ACQUISITION AND THE SPECIAL MEETING OF
TREMISIS II WARRANTHOLDERS TO BE HELD TO APPROVE AN AMENDMENT TO THE GOVERNING
WARRANT AGREEMENT AND REDEMPTION OF OUTSTANDING WARRANTS.
MERRILL
LYNCH AND EARLYBIRD CAPITAL, 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, WHEN AVAILABLE, TREMISIS II’S PRELIMINARY PROXY STATEMENT AND 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 EARLYBIRD CAPITAL, INC. AND
THEIR RESPECTIVE INTERESTS IN THE SUCCESSFUL CONSUMMATION OF THIS BUSINESS
COMBINATION. 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, 7
TH
FLOOR,
GANGNAM-GU, SEOUL, SOUTH KOREA 135-270. THE PRELIMINARY PROXY
STATEMENT AND CURRENT REPORT, 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
1.01. Entry into a Material Definitive
Agreement.
On July
30, 2009, Tremisis Energy Acquisition Corporation II (“Tremisis II”) entered
into a Securities Purchase Agreement (“Original Purchase Agreement”) with Asiana
IDT Inc. (“Asiana IDT”) and Asiana Airlines, Inc. (“Asiana Airlines”) providing
for the purchase by Tremisis II from Asiana Airlines of all of the outstanding
capital stock of Asiana IDT. Asiana IDT is a leading information
technology (IT) service provider in the Republic of Korea. Pursuant
to the Original Purchase Agreement, at the closing, Tremisis II was to pay
Asiana Airlines US$63,076,925 and issue to it 9,832,670 shares of Tremisis II’s
common stock, which was to represent 50% plus 1 share of Tremisis II’s
outstanding common stock based on the amount of shares currently outstanding and
retirement of certain founders’ shares and assuming that no holders of shares of
Tremisis II’s common stock issued in its initial public shares vote against the
acquisition and elect to convert their shares into cash in accordance with
Tremisis II’s certificate of incorporation and the prospectus issued for its
initial public offering.
On
October 1, 2009, the parties to the Original Purchase Agreement entered into an
Amended and Restated Securities Purchase Agreement (“Amended Purchase
Agreement”) that amended the Original Purchase Agreement in certain
respects. One of the amendments has changed the amount that Tremisis
II is to pay Asiana Airlines at the closing to US$57,109,050 and 9,702,800
shares of Tremisis II common stock. In addition, pursuant to the
Amended Purchase Agreement, Asiana Airlines is to use its best efforts to
purchase an additional 129,870 shares of Tremisis II common stock, which, when
added to the shares that it will receive from Tremisis II, will represent 50%
plus 1 share of Tremisis II’s common stock based on the assumptions set forth
above. The purchase by Asiana Airlines is a condition to the closing
of the acquisition under the Amended Purchase Agreement and failure to do so by
Asiana Airlines will not constitute a breach. The Amended Purchase
Agreement also provides that the number of shares that Sang-Chul Kim, Chairman
and Chief Executive Officer of Tremisis II, and his affiliate, SoftForum Co.,
Ltd., will be required to contribute to Tremisis II for retirement and
cancellation upon the closing is reduced from 2,333,168 to
2,203,298. SoftForum will retain the remaining 129,870 shares it will
acquire from Tremisis II’s initial stockholders upon exercise of an option
granted to them in March 2009, which option will be exercised in connection with
the closing.
The
Amended Purchase Agreement also provides that, at any time after the closing, at
the request of Asiana Airlines, (i) Tremisis II shall ensure Asiana Airlines to
become a party to the Registration Rights Agreement between Tremisis II and its
initial stockholders dated December 6, 2007, a copy of the form of which is
attached to the Amended Purchase Agreement as Exhibit B, or (ii) Tremisis II and
Asiana Airlines shall enter into a registration rights agreement (in a form
substantially similar to that of such Exhibit B) whereby Tremisis II, at its
cost and expense, shall allow all or part of the shares of Tremisis II common
stock owned by Asiana Airlines to be duly registered under the applicable
securities laws of the U.S. and publicly traded. Such registration rights shall
not take effect prior to the expiration of the Restricted Period as defined in
the Lock-Up Agreement attached as Exhibit A to the Amended Purchase
Agreement.
Other
conditions, covenants and representations of the parties in the Amended Purchase
Agreement are not materially changed from those set forth in the Original
Purchase Agreement that were described in the Current Report on Form 8-K dated
August 5, 2009 of Tremisis II that reported the execution of the Original
Purchase Agreement.
If the
closing of the acquisition does not occur and Tremisis II is required to
liquidate, Chairman Kim has agreed to reimburse Asiana Airlines in an amount
equal to the excess of the purchase cost of the 129,870 shares that Asiana
Airlines has agreed to purchase over the amount that Asiana Airlines will
receive with respect to such shares upon the liquidation.
The
acquisition is expected to be consummated in the last quarter of 2009, after the
required approval by the stockholders of Tremisis II and the fulfillment of
certain other conditions.
A copy of
the Amended Purchase Agreement (including exhibits thereto) is filed as Exhibit
10.1 to this Current Report.
Item
9.01. Financial Statement and
Exhibits.
|
Exhibit
|
|
Description
|
|
|
|
|
|
10.1
|
|
Amended
and Restated Securities Purchase Agreement dated October 1,
2009.
|
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 7, 2009
|
TREMISIS
ENERGY ACQUISITION CORPORATION II
|
|
|
|
|
By:
|
s/Sang-Chul Kim
|
|
Name:
|
Sang-Chul
Kim
|
|
Title:
|
Chairman
and Chief Executive
Officer
|
Tremisis Energy Acquisition Corp. Ii (AMEX:TGY)
Historical Stock Chart
From Apr 2024 to May 2024
Tremisis Energy Acquisition Corp. Ii (AMEX:TGY)
Historical Stock Chart
From May 2023 to May 2024
