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OMB
APPROVAL
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OMB
Number: 3235-0060
Expires:
January 31, 2008
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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): June
5, 2007
STONELEIGH
PARTNERS ACQUISITION CORP.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-33502
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20-3483933
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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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200
Marshall Street - Suite 104
South
Norwalk, CT
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06854
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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: (203)
663-4200
c/o
PLM International, Inc.,
555
Fifth Avenue, New York, NY
10017
(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)
¨
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))
Item
8.01. Other Events
On
June
5, 2007, the initial public offering (“IPO”) of 25,000,000 Units (“Units”) of
Stoneleigh Partners Acquisition Corp. (the “Company”) was consummated. Each Unit
consists of one share of Common Stock, $.0001 par value per share (“Common
Stock”), and one Warrant, each to purchase one share of Common Stock. The Units
were sold at an offering price of $8.00 per Unit, generating gross proceeds
of
$200,000,000.
Simultaneously
with the consummation of the IPO, the Company consummated the private sale
(“Private Sale”) of 5,975,000 warrants (“Insider Warrants”), generating total
proceeds of $4,450,000. The Insider Warrants were purchased by Gary D. Engle,
JAC Opportunity Fund I, LLC (an affiliate of James A. Coyne, the Company’s Vice
Chairman and Chief Financial Officer), Brian Kaufman, Jonathan Davidson and
Milton J. Walters, five of the Company’s directors, officers and senior
advisors. The Insider Warrants are identical to the Warrants included in
the
Units sold in the IPO except that if the Company calls the Warrants for
redemption, the Insider Warrants may be exercisable on a cashless basis so
long
as such Warrants are held by the purchasers or their affiliates. The purchasers
of the Insider Warrants have agreed that the Insider Warrants will not be
sold
or transferred by them until after the Company has completed a business
combination.
The
Company has placed in trust $198,400,000 (or approximately $7.94 per unit)
of
the net proceeds of the IPO, the Private Sale and a portion
of the proceeds of the sale of 6,250,000 shares of Common Stock previously
purchased by the Company’s officers, directors and senior advisors.
Audited
financial statements as of June 5, 2007 reflecting receipt of the proceeds
upon
consummation of the IPO are included as Exhibit 99.1 to this Current Report
on
Form 8-K.
A
copy of
the press release announcing the consummation of the IPO is included as Exhibit
99.2 to this Current Report on Form 8-K.
Item
9.01. Financial Statements and Exhibits
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Exhibit
99.1 |
Audited
Financial Statements
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Exhibit
99.2 |
Press
release dated June 5, 2007
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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.
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Dated:
June 7, 2007
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STONELEIGH
PARTNERS ACQUISITION CORP.
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By:
/s/ James A. Coyne
Name:
James A. Coyne
Title:
Vice Chairman & Chief Financial
Officer
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