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OMB
APPROVAL
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OMB
Number: 3235-0060
Expires: January
31, 2008
Estimated
average burden
Hours
per response 38.0
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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): September
9, 2008
FORTISSIMO
ACQUISITION CORP.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-52166
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02-0762508
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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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14
Hamelacha Street, Park Afek, Rosh Ha’ayin Israel
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48091
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(Address
of Principal Executive Offices)
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(Postal
Code)
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Registrant’s
telephone number, including area code: (011)
972-3-915-7400
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)
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| 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))
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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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FORTISSIMO
ACQUISITION CORP. (“FORTISSIMO”) HAS HELD AND INTENDS TO HOLD PRESENTATIONS FOR
CERTAIN OF ITS STOCKHOLDERS, AS WELL AS OTHER PERSONS WHO MIGHT BE INTERESTED
IN
PURCHASING FORTISSIMO SECURITIES, REGARDING ITS MERGER WITH PSYOP, INC., AS
DESCRIBED IN THIS CURRENT REPORT ON FORM 8-K. THIS CURRENT REPORT ON FORM 8-K,
INCLUDING SOME OR ALL OF THE EXHIBITS HERETO, MAY BE DISTRIBUTED TO PARTICIPANTS
AT SUCH PRESENTATIONS.
EARLYBIRDCAPITAL,
INC., REPRESENTATIVE OF THE UNDERWRITERS OF FORTISSIMO’S INITIAL PUBLIC OFFERING
(“IPO”) CONSUMMATED IN OCTOBER 2006, IS ASSISTING FORTISSIMO IN THESE EFFORTS,
WITHOUT CHARGE, OTHER THAN THE REIMBURSEMENT OF ITS OUT-OF-POCKET EXPENSES.
FORTISSIMO, PSYOP AND EARLYBIRDCAPITAL, INC. AND THEIR RESPECTIVE DIRECTORS
AND
EXECUTIVE OFFICERS MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF
PROXIES FOR THE ANNUAL MEETING OF FORTISSIMO STOCKHOLDERS TO BE HELD TO APPROVE
THE MERGER.
STOCKHOLDERS
OF FORTISSIMO AND OTHER INTERESTED PERSONS ARE ADVISED TO READ FORTISSIMO’S
DEFINITIVE PROXY STATEMENT AND PROXY STATEMENT SUPPLEMENT IN CONNECTION WITH
FORTISSIMO’S SOLICITATION OF PROXIES FOR THE ANNUAL MEETING BECAUSE THESE
DOCUMENTS CONTAIN IMPORTANT INFORMATION. SUCH PERSONS CAN ALSO READ FORTISSIMO’S
FINAL PROSPECTUS, DATED OCTOBER 11, 2006, FOR A DESCRIPTION OF THE SECURITY
HOLDINGS OF THE FORTISSIMO OFFICERS AND DIRECTORS AND OF EARLYBIRDCAPITAL,
INC.
AND THEIR RESPECTIVE INTERESTS IN THE SUCCESSFUL CONSUMMATION OF THIS BUSINESS
COMBINATION. STOCKHOLDERS MAY OBTAIN A COPY OF THE DEFINITIVE PROXY STATEMENT
AND, ONCE IT IS AVAILABLE, THE PROXY STATEMENT SUPPLEMENT, WITHOUT CHARGE,
BY
DIRECTING A REQUEST TO: FORTISSIMO ACQUISITION CORP., 14 HAMELACHA STREET,
PARK
AFEK, ROSH HA’AYIN ISRAEL 48091. THE DEFINITIVE PROXY STATEMENT AND, ONCE IT IS
AVAILABLE, THE PROXY STATEMENT SUPPLEMENT, MAY ALSO BE OBTAINED, WITHOUT CHARGE,
AT THE SECURITIES AND EXCHANGE COMMISSION’S INTERNET SITE
(http://www.sec.gov).
FORWARD-LOOKING
STATEMENTS
This
Current Report on Form 8-K, including the exhibits hereto, contains
forward-looking statements identified by words such as “estimate,” “project,”
“expect,” “intend,” “believe,” “anticipate” and similar expressions regarding
the potential merger with Stink and our expectations regarding the effects
of
such transaction. Those statements involve risks and uncertainties, and actual
results could differ materially from those discussed. Factors that could cause
or contribute to such differences include, but are not limited to: (i) the
timing of the closing, if any, of the mergers with Psyop and with Stink; (ii)
the completion to our satisfaction of due diligence regarding Stink; (iii)
our
ability to negotiate a definitive agreement with Stink; (iv) our ability to
obtain the required corporate, stockholder and, if applicable, third-party
and
governmental approvals; (v) the possibility that the Stink transaction may
not
close; (vi) our ability to negotiate mutually acceptable employment arrangements
with key employees of Stink; (vii) our ability to successfully integrate the
businesses of Psyop and Stink; and (viii) the performance of the combined
business to operate successfully and generate growth.
You
should not place any undue reliance on these forward looking statements which
speak only as of the date of this Current Report. Additional information
concerning factors that might affect our business or stock price which could
cause actual results to materially differ from those in forward-looking
statements is contained in Fortissimo’s SEC filings, including its Definitive
Proxy Statement filed on August 12, 2008, a Proxy Statement Supplement expected
to be filed in the near future relating to the entering into of the non-binding
letter of intent with Stink, its Annual Report on Form 10-KSB for the year
ended
December 31, 2007 and other periodic reports under the Securities Exchange
Act
of 1934, as amended, copies of which are available upon request from
Fortissimo.
On
September 10, 2008, Fortissimo Acquisition Corp. (“Fortissimo”) announced that
it had signed a non-binding letter of intent relating to the potential
acquisition of Stink Ltd. by the combined entity which will result from the
merger of Fortissimo with Psyop, Inc. (“Psyop”) if all of the conditions to that
merger are met, including the approval of the requisite percentage of
Fortissimo’s stockholders.
No
binding agreement has been signed with Stink Ltd. and there can be no assurance
either that such a binding agreement will be entered into or that any
transaction with Stink Ltd. will ultimately be consummated. Fortissimo
stockholders are advised to make their decision on whether to vote to approve
the merger between Fortissimo and Psyop without taking into account whether
or
not a transaction with Stink Ltd. will ultimately be consummated.
The
non-binding letter of intent is attached hereto as Exhibit 99.1 and is
incorporated herein by reference. In addition, Fortissimo’s press release, dated
September 10, 2008, announcing its execution of the non-binding letter of
intent, is attached hereto as Exhibit 99.2 and is incorporated herein by
reference.
| Item
9.01 |
Financial
Statements, Pro Forma Financial Information and
Exhibits.
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| 99.1 |
Non-Binding
Letter of Intent dated as of September 9, 2008 relating to the potential
acquisition of Stink Ltd.
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| 99.2 |
Press
Release of Fortissimo Acquisition Corp., dated September 10,
2008.
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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.
| Dated: September
10, 2008 |
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FORTISSIMO
ACQUISITION CORP. |
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By: |
/s/ YUVAL COHEN |
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Name: |
Yuval Cohen |
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Title: |
President and Chief Executive
Officer |