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): July 31,
2009
SP
ACQUISITION HOLDINGS,
INC.
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(Exact
name of registrant as specified in its charter)
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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590
Madison Avenue, 32nd Floor, New York,
NY
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (212)
520-2300
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(Former
name or former address, if changed since last
report.)
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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):
x Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ 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))
SP ACQUISITION HOLDINGS, INC. (“SPAH”)
INTENDS TO FILE A REGISTRATION STATEMENT WITH THE SECURITIES AND EXCHANGE
COMMISSION (“SEC”) AND FRONTIER FINANCIAL CORPORATION (“FRONTIER”) INTENDS TO
FILE A PROXY STATEMENT WITH THE SEC, IN EACH CASE, THAT WILL CONTAIN A
PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS, IN CONNECTION WITH THE PROPOSED
MERGER BETWEEN SPAH AND FRONTIER (THE “MERGER”) AND RELATED TRANSACTIONS AS
DESCRIBED IN THIS REPORT. STOCKHOLDERS AND WARRANTHOLDERS OF SPAH AND OTHER
INTERESTED PERSONS ARE ADVISED TO READ, WHEN AVAILABLE, THE JOINT PROXY
STATEMENT/PROSPECTUS IN CONNECTION WITH SPAH’S SOLICITATION OF PROXIES FOR THE
SPECIAL MEETINGS BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. SUCH PERSONS CAN
ALSO READ SPAH’S FINAL PROSPECTUS, DATED OCTOBER 10, 2007, IN CONNECTION WITH
SPAH’S INITIAL PUBLIC OFFERING FOR A DESCRIPTION OF THE SECURITY HOLDINGS OF
SPAH’S OFFICERS, DIRECTORS AND AFFILIATES AND THEIR RESPECTIVE INTERESTS IN THE
SUCCESSFUL CONSUMMATION OF THE MERGER. THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS WILL BE MAILED TO SPAH’S STOCKHOLDERS AND WARRANTHOLDERS AS
OF A RECORD DATE TO BE ESTABLISHED FOR VOTING ON THE MERGER AND THE AMENDMENTS
TO THE WARRANT AGREEMENT, AS THE CASE MAY BE. STOCKHOLDERS AND WARRANTHOLDERS
WILL ALSO BE ABLE TO OBTAIN A COPY OF THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS, WITHOUT CHARGE, BY DIRECTING A REQUEST TO: SP ACQUISITION
HOLDINGS, INC., 590 MADISON AVE., 32ND FLOOR, NEW YORK, NY 10022. FREE COPIES OF
THESE DOCUMENTS, ONCE AVAILABLE, CAN ALSO BE OBTAINED, WITHOUT CHARGE, AT THE
SEC’S INTERNET SITE (HTTP://WWW.SEC.GOV).
COMMENCING SHORTLY AFTER THE FILING OF
THIS CURRENT REPORT ON FORM 8-K, SPAH INTENDS TO HOLD PRESENTATIONS FOR CERTAIN
OF ITS STOCKHOLDERS AND WARRANTHOLDERS, AS WELL AS OTHER PERSONS WHO MIGHT BE
INTERESTED IN PURCHASING SPAH’S SECURITIES.
SPAH, FRONTIER AND THEIR RESPECTIVE
DIRECTORS, EXECUTIVE OFFICERS, AFFILIATES AND OTHER PERSONS MAY BE DEEMED TO BE
PARTICIPANTS IN THE SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF SPAH
STOCKHOLDERS AND SPAH WARRANTHOLDERS TO BE HELD TO APPROVE THE MERGER AND THE
AMENDMENTS TO THE WARRANT AGREEMENT, AS THE CASE MAY BE. ADDITIONAL INFORMATION
REGARDING THE INTERESTS OF POTENTIAL PARTICIPANTS WILL BE INCLUDED IN THE JOINT
PROXY STATEMENT/PROSPECTUS AND OTHER MATERIALS TO BE FILED BY SPAH AND FRONTIER
WITH THE SEC.
This
report and the exhibits hereto contain forward-looking statements with respect
to the financial condition, results of operations, plans, objectives, future
performance, and business of SPAH following the consummation of the Merger.
These statements are preceded by, followed by, or include the words “believes,”
“expects,” “anticipates,” or “estimates,” or similar expressions. Many possible
events or factors could affect the future financial results and performance of
SPAH following the Merger. This could cause the results or performance of SPAH
to differ materially from those expressed in the forward-looking statements.
Investors should consider these important factors when voting on the Merger.
Factors that may cause actual results to differ materially from those
contemplated by the forward-looking statements include (1) delays in closing the
Merger whether due to the inability to obtain stockholder or regulatory approval
or otherwise, (2) loss of key personnel or an expenditure by SPAH of a greater
amount of resources attracting, retaining and motivating key personnel than in
the past, (3) a significant increase in competition among depository and other
financial institutions, (4) changes in the interest rate environment that reduce
operating margins, (5) general economic conditions, either nationally or in
Washington and Oregon, may be less favorable than expected resulting in, among
other things, a deterioration in credit quality and an increase in credit
risk-related losses and expenses, (6) loan losses may exceed the level of
allowance for loan losses of the surviving corporation, (7) the rate of
delinquencies and amount of charge-offs may be greater than expected, (8) the
rates of loan growth and deposit growth may not increase as expected, (9)
legislative or regulatory changes may adversely affect the business of SPAH,
(10) SPAH must successfully integrate Frontier’s operations with its existing
operating platforms if the Merger is consummated, (11) costs related to the
Merger may reduce SPAH’s working capital and (12) SPAH may fail to close the
Merger and may be forced to dissolve and liquidate.
The forward-looking statements are
based on current expectations about future events. Although SPAH believes that
the expectations reflected in the forward-looking statements are reasonable,
SPAH cannot guarantee that these expectations actually will be achieved. SPAH is
under no duty to update any of the forward-looking statements after the date
made to conform those statements to actual results.
On July 31, 2009, SPAH issued a press
release in connection with its execution of a definitive Agreement and Plan of
Merger with Frontier.
A copy of the press release is
furnished as Exhibit 99.1 to this report.
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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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Description |
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99.1
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Press
release dated July 31,
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 thereunto
duly authorized.
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Date:
July 31, 2009
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SP
ACQUISITION HOLDINGS, INC.
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By: |
/s/ Jack
L. Howard
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Chief
Operating Officer and
Secretary
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EXHIBIT
INDEX
| Exhibit
No. |
Description |
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99.1
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Press
release dated July 31,
2009.
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