Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Check the
appropriate box:
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Preliminary
Proxy Statement
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Confidential,
For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to §240.14a-12
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ALPHA SECURITY GROUP
CORPORATION
(Name
of Registrant as Specified in Its Charter)
(Name
of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
x
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined)
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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Fee
paid previously with preliminary materials:
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Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
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(1)
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Amount
previously paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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ALPHA
SECURITY GROUP CORPORATION
328
West 77th Street, New York, New York 10024
To All
Stockholders of
Alpha
Security Group Corporation (the “Company”):
The
Company did not consummate a business combination transaction prior to the date
required by our certificate of incorporation, March 28, 2009 (the
“Termination Date”) and trust agreement governing the trust
account. As a result of the preceding, our board of directors has
determined it would be in the best interests of our stockholders to liquidate
and dissolve and distribute now to stockholders holding shares of our common
stock (“IPO Shares”) issued in our initial public offering (“IPO”) all amounts
in the trust account established by us at the consummation of the IPO and into
which a certain amount of the net proceeds of the IPO were deposited (the “Trust
Account”). As of June 1, 2009, approximately $60.0 million
(approximately $10 per IPO Share) was in the Trust Account.
Accordingly,
we have called a special meeting of stockholders to be held at the offices of
Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154 on Tuesday, June
30, 2009 at 9:00 a.m., New York time;
To
consider and vote on the following two proposals:
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approve
the dissolution of Alpha and the proposed plan of liquidation (the
“Dissolution Proposal”) in substantially the form set forth in Annex A
(the “Plan of
Liquidation”).
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and a
proposal to:
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To
consider and vote on a proposal to adjourn the special meeting to a later
date or dates, if necessary, to permit further solicitation of proxies in
the event there are insufficient votes at the time of the special meeting
to approve the Dissolution Proposal (the “Adjournment
Proposal”).
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The
board of directors has fixed the close of business on June 15, 2009 as the
record date for determining the stockholders entitled to notice of and to vote
at the special meeting and any adjournment thereof. Holders of our
common stock will be entitled to vote on each of the proposals set forth above,
and will be each entitled to one vote for each share of record.
Our
board of directors recommends that you vote, or give instruction to vote, “FOR”
the adoption of the Dissolution Proposal. Enclosed is a notice of
special meeting and proxy statement containing detailed information concerning
the Dissolution Proposal. We urge you to read the proxy statement and
attached annexes carefully.
All
stockholders are cordially invited to attend the special
meeting. Whether or not you plan to attend the special meeting, it is
important that your shares be represented. Accordingly, please sign
and date the enclosed Proxy Card and return it promptly in the envelope provided
herewith. Even if you return a Proxy Card, you may revoke the proxies
appointed thereby at any time prior to the exercise thereof by filing with our
Corporate Secretary a written revocation or duly executed Proxy Card bearing a
later date or by attendance and voting at the special
meeting. Attendance at the special meeting will not, in itself,
constitute revocation of the proxies.
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By
order of the Board of Directors |
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New
York, NY |
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June ,
2009
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/s/
Steve Wasserman |
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Steve
Wasserman |
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Co-Chairman
of the Board of Directors,
Chief
Executive Officer and President
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PLEASE MARK, SIGN
AND DATE THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
ALPHA
SECURITY GROUP CORPORATION
328
West 77th Street, New York, New York 10024
NOTICE OF
SPECIAL MEETING OF STOCKHOLDERS
TO BE
HELD JUNE 30, 2009
NOTICE
IS HEREBY GIVEN that a special meeting of stockholders, including any
adjournments or postponements thereof, of Alpha Security Group Corporation, a
Delaware corporation (the “Company”), will be held at the offices of Loeb &
Loeb LLP, 345 Park Avenue, New York, NY 10154, on Tuesday, June 30, 2009,
at 9:00 a.m. New York time to:
To
consider and vote on the following three proposals:
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approve
the dissolution of Alpha and the proposed plan of liquidation (the
“Dissolution Proposal”) in substantially the form set forth in Annex A
(the “Plan of
Liquidation”).
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and a
proposal to:
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To
consider and vote on a proposal to adjourn the special meeting to a later
date or dates, if necessary, to permit further solicitation of proxies in
the event there are insufficient votes at the time of the special meeting
to approve the Dissolution Proposal (the “Adjournment
Proposal”).
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These
items of business are more fully described in this proxy statement, which we
encourage you to read in its entirety before voting. The Company will
not transact any other business at the special meeting except for business
properly brought before the special meeting or any adjournment or postponement
thereof by the Company’s board of directors.
Holders
of our common stock as of the record date for the special meeting are each
entitled to one vote for each share of record and vote together as a single
class with respect to the Dissolution Proposal and (if presented to
them) the Adjournment Proposal.
The
record date for the special meeting is June 15, 2009. Only holders of
record of the Company’s common stock at the close of business on June 15, 2009
are entitled to notice of the special meeting and to have their vote counted at
the special meeting and any adjournments or postponements thereof. A
complete list of the Company’s stockholders of record entitled to vote at the
special meeting will be available for inspection by stockholders for 10 days
prior to the date of the special meeting at the principal executive offices of
the Company during ordinary business hours for any purpose germane to the
special meeting.
Your
vote is important regardless of the number of shares you
own. The Dissolution Proposal must be approved by the
affirmative vote of a majority of the outstanding shares as of the record date
of the Company’s common stock. The adoption of the Adjournment Proposal requires
the affirmative vote of a majority of the shares of common stock represented in
person or by proxy and voting at the special meeting, if the Adjournment
Proposal is presented.
All of
the Company stockholders are cordially invited to attend the special meeting in
person. However, to ensure your representation at the special
meeting, you are urged to complete, sign, date and return the enclosed proxy
card as soon as possible. If you are a stockholder of record of the
Company’s common stock, you may also cast your vote in person at the special
meeting. If your shares are held in an account at a brokerage firm or
bank, you may be required to instruct your broker or bank on how to vote your
shares. If you do not vote or do not instruct your broker or bank how
to vote, your action may have the same effect as voting “AGAINST” approval of
the Dissolution Proposal, but will have no effect on the vote with respect
to the Adjournment Proposal. Abstentions will count towards the vote
total for approval of the Dissolution Proposal and will have the same
effect as “AGAINST” votes for each such proposal. An abstention or
failure to vote will have no effect on any vote to adjourn the special
meeting.
The
board of directors of the Company recommends that you vote “FOR” of the
Dissolution Proposal which is described in detail in this proxy
statement.
Table of Contents
Page
QUESTIONS
AND ANSWERS ABOUT THE PROPOSALS
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1
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FORWARD-LOOKING
STATEMENTS
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5
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SPECIAL
MEETING OF THE COMPANY STOCKHOLDERS
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6
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General
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Date,
Time and Place
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Purpose
of the Company Special Meeting
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Recommendation
of the Company Board of Directors
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Record
Date; Who is Entitled to Vote
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7
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Quorum
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Abstentions
and be Non-Votes
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Vote
of Our Stockholders Required
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Voting
Your Shares
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Revoking
Your Proxy
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8
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Who
Can Answer Your Questions About Voting Your Shares
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No
Additional Matters May Be Presented at the Special
Meeting
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Proxies
and Proxy Solicitation Costs
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BACKGROUND
INFORMATION
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9
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General
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9
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Initial
Public Offering
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9
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The Dissolution
Proposal
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9
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Certain Other Interests in the
Proposals
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10
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THE DISSOLUTION
PROPOSAL
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11
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MATERIAL U.S. FEDERAL INCOME TAX
CONSEQUENCES OF THE PLAN OF LIQUIDATION |
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Consequences to
Alpha
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15
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Consequences to U.S.
Stockholders
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THE
ADJOURNMENT PROPOSAL
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17
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SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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18
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PRICE
RANGE OF SECURITIES AND DIVIDENDS
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19
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DESCRIPTION
OF SECURITIES
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General
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Common
stock
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Preferred
stock
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Warrants
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Shares
eligible for future sale
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21
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Registration
Rights
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Delaware
Anti-Takeover Law.
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WHERE
YOU CAN FIND MORE INFORMATION
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STOCKHOLDER
PROPOSALS
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23
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Annex
A
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A-1
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QUESTIONS
AND ANSWERS ABOUT THE PROPOSALS
Q.
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Why
am I receiving this proxy
statement?
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A.
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Alpha
Security Group Corporation (the “Company”) is a blank check company formed
in 2005 to serve as a vehicle for the acquisition, through a merger,
capital stock exchange, asset acquisition or other similar business
combination with a then unidentified operating business. On
March 28, 2007, we completed our IPO of equity securities, raising gross
proceeds of $60.0 million. Like most blank check companies, our
certificate of incorporation provides for the return of the IPO proceeds
held in trust to the holders of shares of common stock sold in the IPO if
there is no qualifying business combination(s) consummated before the
termination date as defined in the certificate of
incorporation. Our certificate of incorporation provides that,
upon the termination date, the Company will cause its officers to
distribute the amounts in the Trust Account (inclusive of interest) to the
holders of IPO Shares as soon as reasonably practicable after the
termination date. Further, our certificate of incorporation
requires that after the distribution of the amounts in the Trust Account,
the officers of the Company shall take such action necessary to dissolve
and liquidate the Company as soon as reasonably
practicable.
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Specifically,
our certificate of incorporation defines the “Termination Date” as the later of
the following dates: 18 months after the consummation of the IPO (September 28,
2009) or 24 months after the consummation of the IPO (March 28,
2009) in the event that either a letter of intent, an agreement in
principle or a definitive agreement to complete a Business Combination was
executed but was not consummated within such 18-month period. The
Company did not consummate a qualifying business combination prior to the
Termination Date. Consequently, our board of directors is
proceeding with the actions necessary to effect the dissolution of Alpha
and return to the holders of our IPO Shares the amounts held in the Trust
Account with interest (net of applicable taxes, and costs of
dissolution). As of March 31, 2009, approximately $60.0 million
(approximately $10 per IPO Share) was in the Trust Account.
Q.
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What
happens if the Dissolution Proposal is
approved?
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A.
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If the Dissolution Proposal is
approved, Alpha expects to file the certificate of dissolution with the
Delaware Secretary of State shortly thereafter and then distribute as soon
as practicable thereafter to the public stockholders the principal and
interest (net of tax liabilities and permitted dissolution expenses) then
held in the trust account. Alpha currently estimates that, if the Alpha
stockholders approve the dissolution and plan of liquidation at the
special meeting, each public stockholder will receive a liquidating
distribution of not less than $10.00 per initial public offering share.
However, the exact timing and amount will not be determined until the time
of such distribution.
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Q.
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What
does the proposed Plan of Liquidation provide
for?
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A.
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The proposed Plan of
Liquidation described in and attached as Annex A to this proxy statement
provides for the discharge of Alpha’ s liabilities and the winding-up of
its affairs, including the distribution to the public stockholders of the
principal and accumulated interest (net of tax liabilities and permitted
dissolution expenses) of the trust account as contemplated by Alpha’ s
charter and initial public offering prospectus. The initial stockholders
have waived their right to participate in any liquidation of the trust
account with respect to shares of common stock they acquired when Alpha
was formed.
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Q.
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What
vote is required to adopt the Dissolution
Proposal?
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A.
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Approval of our dissolution
and Plan of Liquidation will require the affirmative vote of holders of a
majority of our outstanding shares of common stock. Approval of the
adjournment proposal requires the affirmative vote of holders of a
majority of shares of common stock present or represented by proxy at the
special meeting and voting on the
proposal.
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Q.
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How
much will I receive if the Dissolution Proposal and Plan of Liquidation
are approved?
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A.
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If
the dissolution and Plan of Liquidation are approved, we expect that the
public stockholders will receive not less than $10.00 per share. The trust
account contained an aggregate amount of approximately $60,000,000 as of
June 1, 2009. The amount in the trust account available for distribution
to the holders of public shares will be finally determined at the time of
such distribution.
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Q.
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Why
should I vote for the
Dissolution
Proposal?
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A.
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The
Plan of Liquidation provides for the distribution to the public
stockholders of the principal and any accumulated interest (net of tax
liabilities and permitted dissolution expenses) in the trust account as
contemplated by Alpha’s charter and the initial public offering
prospectus. Stockholder approval of Alpha’ s dissolution is required by
Delaware law, under which Alpha is organized. If the dissolution and Plan
of Liquidation is not approved, Alpha will not be authorized to dissolve
and liquidate and will not be authorized to distribute the funds in the
trust account to the public
stockholders.
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Q.
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What
if I do not want to vote for the dissolution and Plan of
Liquidation?
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A.
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If
you do not want the dissolution and Plan of Liquidation to be approved,
you must abstain, not vote or vote against it. You should be aware,
however, that if the dissolution and plan of liquidation are not approved,
Alpha will not be authorized to dissolve and liquidate and will not be
authorized to distribute the funds (net of tax liabilities and permitted
dissolution expenses) held in the trust account to the public
stockholders. Whether or not you vote against it, if the dissolution and
plan of liquidation are approved, all public stockholders will be entitled
to share ratably in the liquidation of the trust
account.
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Q.
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What
happens if the dissolution and Plan of Liquidation are not
approved?
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A.
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If
the dissolution and Plan of Liquidation are not approved, Alpha will not
be authorized to dissolve and liquidate, and will not be authorized to
distribute the funds (net of tax liabilities and permitted dissolution
expenses) held in the trust account to public stockholders. If sufficient
votes to approve the dissolution and Plan of Liquidation are not available
at the meeting, or if a quorum is not present in person or by proxy, the
Board of Directors may seek to adjourn or postpone the meeting to continue
to seek such approval.
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Q.
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If
the dissolution and Plan of Liquidation are approved, what happens
next?
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A.
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We
will file a certificate of dissolution with the Delaware Secretary of
State, formally adopt by board action the Plan of Liquidation in
substantially the form of Annex A to this proxy statement in compliance
with Delaware law, pay or adequately provide for the payment of our
liabilities, and then distribute as soon as practicable thereafter the
proceeds of the trust account (net of tax liabilities and permitted
dissolution expenses, if any) to the public
stockholders.
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Q.
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How
are votes counted?
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A.
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Votes
will be counted by the inspector of election appointed for the meeting,
who will separately count “FOR” and “AGAINST” votes, abstentions and
broker non-votes. The Dissolution Proposal must be
approved by the affirmative vote of a majority of the outstanding shares
as of the record date of the Company’s common stock, voting together as a
single class. The adoption of the Adjournment Proposal requires
the affirmative vote of a majority of the shares of common stock
represented in person or by proxy and voting at the special meeting, if
the Adjournment Proposal is
presented.
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With
respect to the Dissolution Proposal, abstentions and broker non-votes will
have the same effect as “AGAINST” votes. An abstention or failure to
vote will have no effect on any vote to adjourn the special
meeting. If your shares are held by your broker as your nominee (that
is, in “street name”), you may need to obtain a proxy form from the institution
that holds your shares and follow the instructions included on that form
regarding how to instruct your broker to vote your shares. If you do
not give instructions to your broker, your broker can vote your shares with
respect to “discretionary” items, but not with respect to “non-discretionary”
items. Discretionary items are proposals considered routine under the
rules of the NYSE Amex applicable to member brokerage firms. These
rules provide that for routine matters your broker has the discretion to vote
shares held in street name in the absence of your voting
instructions. On non-discretionary items for which you do not give
your broker instructions, the shares will be treated as broker
non-votes. The Dissolution Proposal
may be characterized as discretionary items, although such characterization is
beyond our control. The Adjournment Proposal is definitely a
discretionary item.
Q.
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What
is the quorum requirement?
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A.
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A
quorum of stockholders is necessary to hold a valid meeting. A
quorum will be present if at least a majority of the outstanding shares of
common stock on the record date are represented by stockholders present at
the meeting or by proxy.
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Your
shares will be counted towards the quorum only if you submit a valid proxy (or
one is submitted on your behalf by your broker, bank or other nominee) or if you
vote in person at the special meeting. Abstentions and broker
non-votes will be counted towards the quorum requirement. If there is
no quorum, a majority of the votes present at the special meeting may adjourn
the special meeting to another date.
Q.
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Who
can vote at the special meeting?
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A.
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Only
holders of record of the Company’s common stock at the close of business
on June 15, 2009 are entitled to have their vote counted at the special
meeting and any adjournments or postponements thereof. On the
record date, 7,580,000 shares of common stock were outstanding and
entitled to vote.
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Stockholder
of Record: Shares Registered in Your Name. If, on June 15, 2009, your
shares were registered directly in your name with the Company’s transfer agent,
American Stock Transfer & Trust Company, then you are a stockholder of
record. As a stockholder of record, you may vote in person at the
special meeting or vote by proxy. Whether or not you plan to attend
the special meeting in person, we urge you to fill out and return the enclosed
proxy card to ensure your vote is counted.
Beneficial
Owner: Shares Registered in the Name of a Broker or Bank. If, on June
15, 2009, your shares were held, not in your name, but rather in an account at a
brokerage firm, bank, dealer, or other similar organization, then you are the
beneficial owner of shares held in “street name” and these proxy materials are
being forwarded to you by that organization. The organization holding
your account is considered to be the stockholder of record for purposes of
voting at the special meeting. As a beneficial owner, you have the
right to direct your broker or other agent on how to vote the shares in your
account. You are also invited to attend the special
meeting. However, since you are not the stockholder of record, you
may not vote your shares in person at the special meeting unless you request and
obtain a valid proxy from your broker or other agent.
Q.
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How
do the Company’s directors and officers intend to vote their
shares?
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A.
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The
Company’s directors and officers have advised the Company that they
support the Dissolution Proposal and will vote any shares held by
them “FOR” them, together with the Adjournment
Proposal. Currently, the directors and officers of the Company
hold 1,380,000 shares of common
stock.
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Q.
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What
do I need to do now?
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A.
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The
Company urges you to read carefully and consider the information contained
in this proxy statement, including the annexes, and to consider how the
proposals will affect you as a stockholder of the Company. You
should then vote as soon as possible in accordance with the instructions
provided in this proxy statement and on the enclosed proxy
card.
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A.
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If
you are a holder of record of the Company common stock, you may vote in
person at the special meeting or by submitting a proxy for the special
meeting. Whether or not you plan to attend the special meeting
in person, we urge you to vote by proxy to ensure your vote is
counted. You may submit your proxy by completing, signing,
dating and returning the enclosed proxy card in the accompanying
pre-addressed postage paid envelope. You may still attend the
special meeting and vote in person if you have already voted by
proxy.
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If you
hold your shares in “street name,” which means your shares are held of record by
a broker, bank or nominee, you must provide the record holder of your shares
with instructions on how to vote your shares if you are not in favor of any of
the proposals. You should have received a proxy card and voting
instructions with these proxy materials from that organization rather than from
the Company. Simply complete and mail the proxy card to ensure that
your vote is counted. To vote in person at the special meeting, you
must obtain a valid proxy from your broker, bank or other
agent. Follow the instructions from your broker or bank included with
these proxy materials, or contact your broker or bank to request a proxy
form.
Q.
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Can
I change my vote after I have mailed my signed proxy or direction
form?
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A.
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Yes. You
can revoke your proxy at any time prior to the final vote at the special
meeting. If you are the record holder of your shares, you may
revoke your proxy in any one of three ways: (i) you may submit another
properly completed proxy card with a later date; (ii) you may send a
written notice that you are revoking your proxy to the Company’s corporate
secretary at the address listed at the end of this section; or (iii) you
may attend the special meeting and vote in person. Simply
attending the special meeting will not, by itself, revoke your
proxy.
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If your
shares are held by your broker or bank as a nominee or agent, you should follow
the instructions provided by your broker or bank.
Q.
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What
should I do if I receive more than one set of voting
materials?
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A.
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You
may receive more than one set of voting materials, including multiple
copies of this proxy statement and multiple proxy cards or voting
instruction cards, if your shares are registered in more than one name or
are registered in different accounts. For example, if you hold
your shares in more than one brokerage account, you will receive a
separate voting instruction card for each brokerage account in which you
hold shares. Please complete, sign, date and return each proxy
card and voting instruction card that you receive in order to cast a vote
with respect to all of your shares.
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Q.
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Who
is paying for this proxy
solicitation?
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A.
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The
Company will pay for the entire cost of soliciting proxies. In
addition to these mailed proxy materials, our directors and officers may
also solicit proxies in person, by telephone or by other means of
communication. These parties will not be paid any additional
compensation for soliciting proxies. We may also reimburse
brokerage firms, banks and other agents for the cost of forwarding proxy
materials to beneficial owners.
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Q.
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Who
can help answer my questions?
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A.
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If
you have questions about the proposals or if you need additional copies of
the proxy statement or the enclosed proxy card you should
contact:
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Alpha
Security Group Corporation
328 West
77th Street, New York, New York 10024
Attn:
Corporate Secretary
You may
also obtain additional information about the Company from documents filed with
the U.S. Securities and Exchange Commission (“SEC”) by following the
instructions in the section entitled “Where You Can Find More
Information.”
FORWARD-LOOKING
STATEMENTS
We
believe that some of the information in this proxy statement includes
“forward-looking statements” within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). Our forward-looking statements
include, but are not limited to, statements regarding our expectations, hopes,
beliefs, intentions or strategies regarding the future. In addition,
any statements that refer to protections, forecasts or other characterizations
of future events or circumstances, including any underlying assumptions, are
forward-looking statements. The words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “should,” “would” and similar
expressions may identify forward-looking statements, but the absence of these
words does not mean that a statement is not
forward-looking. Forward-looking statements in this report may
include, for example, statements about our:
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Ability
to complete a combination with one or more target
businesses;
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Public
securities’ limited liquidity and
trading;
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The
delisting of our securities from the NYSE Amex or an inability to have our
securities listed on the NYSE Amex;
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Use
of proceeds not in trust or available to us from interest income on Trust
Account balance; or
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The
forward-looking statements contained or incorporated by reference in this proxy
statement are based on our current expectation and beliefs concerning future
developments and their potential effects on us and speak only as of the date of
such statement. There can be no assurance that future developments
affecting us will be those that we have anticipated. These
forward-looking statements involve a number of risks, uncertainties (some of
which are beyond our control) or other assumptions that may cause actual results
or performance to be materially different from those expressed or implied by
these forward-looking statements, including, among other things, claims by third
parties against the Trust Account, unanticipated delays in the distribution of
the funds from the Trust Account, the application of Rule 419 or other
restrictions to future financings or business combinations involving the Company
and the Company’s ability to finance and consummate acquisitions following the
distribution of the funds from the Trust Account. Should one or more
of these risks or uncertainties materialize, or should any of our assumptions
prove incorrect, actual results may vary in material respects from those
projected in these forward-looking statements. We undertake no
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as may be required
under applicable securities laws.
SPECIAL
MEETING OF THE COMPANY STOCKHOLDERS
General
We are
furnishing this proxy statement to the Company stockholders as part of the
solicitation of proxies by our board of directors for use at the special meeting
of the Company stockholders to be held on June 30, 2009, and at any adjournment
or postponement thereof. This proxy statement is first being
furnished to our stockholders on or about June 19, 2009 in connection with the
vote on the Dissolution Proposal and the Adjournment
Proposal. This document provides you with the information you need to
know to be able to vote or instruct your vote to be cast at the special
meeting. Unless the context requires otherwise, the terms “the
Company,” “we,” “us,” and “our” refer to Alpha Security Group
Corporation.
Date,
Time and Place
The
special meeting will be held at the offices of Loeb & Loeb LLP, 345 Park
Avenue, New York, NY 10154, on Tuesday, June 30, 2009, at 9:00 a.m. New York
time.
Purpose
of the Company Special Meeting
At
this special meeting, you will be asked to consider and vote upon the following
two proposals:
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approve
the dissolution of Alpha and the proposed plan of liquidation (the
“Dissolution Proposal”) in substantially the form set forth in Annex A
(the “Plan of
Liquidation”).
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and
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The
Adjournment Proposal - a proposal to authorize the adjournment of the
special meeting to a later date or dates, if necessary, to permit further
solicitation and vote of proxies in the event there are insufficient votes
at the time of the special meeting to adopt the Dissolution
Proposal.
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Recommendation
of the Company Board of Directors
Our board
of directors:
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has
approved each of the Dissolution Proposal and the Adjournment
Proposal; and
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recommends
that our common stockholders vote “FOR” each of the Dissolution
Proposal and the Adjournment Proposal (in the event it is
presented).
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Record
Date; Who is Entitled to Vote
The
record date is June 15, 2009. On this record date, there were
7,580,000 shares of common stock outstanding and entitled to
vote. Holders of warrants are not entitled to vote at the special
meeting.
The
Company’s officers and directors have advised us that they support each of the
proposals and intend to vote their shares “FOR” each of the Certificate of
Incorporation Amendment Proposal, the Distribution Proposal and the Adjournment
Proposal at the special meeting. As of the record date, the Company’s
officers and directors owned, either directly or beneficially, and were entitled
to vote 1,380,000 shares, or 18.2%, of the Company’s outstanding common
stock.
Quorum
A quorum
will be present if at least a majority of the outstanding shares of common stock
on the record date are represented by stockholders present at the meeting or by
proxy.
Abstentions
and Non-Votes
Proxies
that are marked “abstain” and proxies relating to “street name” shares that are
returned to us but marked by brokers as “not voted” will be treated as shares
present for purposes of determining the presence of a quorum on all
matters. The latter will not be treated as shares entitled to vote on
the matter as to which authority to vote is withheld by the
broker. If you do not give the broker voting instructions, your
broker may not be able to vote your shares on the Certificate of Incorporation
Amendment Proposal and the Distribution Proposal.
Vote
of Our Stockholders Required
The
affirmative vote of a majority of the outstanding shares of the Company’s common
stock is required to adopt the Dissolution Proposal. If you do
not vote (i.e. you “Abstain” from voting), your action will have the same effect
as an “AGAINST” vote. Broker non-votes will have the same effect as
“AGAINST” votes.
The
adoption of the Adjournment Proposal requires the affirmative vote of a majority
of the shares of common stock represented in person or by proxy and voting at
the special meeting, if the Adjournment Proposal is presented.
Voting
Your Shares
Each
share of the Company common stock that you own in your name entitles you to one
vote. Your one or more proxy cards show the number of shares of our
common stock that you own. There are two ways to vote your shares of
the Company common stock at the special meeting: You can vote by signing and
returning the enclosed proxy card. If you vote by proxy card, your
“proxy,” whose name is listed on the proxy card, will vote your shares as you
instruct on the proxy card. If you sign and return the proxy card but
do not give instructions on how to vote your shares, your shares will be voted,
as recommended by our board of directors, “FOR” the adoption of
the Dissolution Proposal and the Adjournment Proposal. Votes
received after a matter has been voted upon at the special meeting will not be
counted.
You can
attend the special meeting and vote in person. We will give you a
ballot when you arrive. However, if your shares are held in the name
of your broker, bank or another nominee, you must get a proxy from the broker,
bank or other nominee. That is the only way we can be sure that the
broker, bank or nominee has not already voted your shares.
Revoking
Your Proxy
If you
give a proxy, you may revoke it at any time before it is exercised by doing any
one of the following:
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you
may send another proxy card with a later
date;
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you
may notify our corporate secretary in writing before the special meeting
that you have revoked your proxy;
or
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you
may attend the special meeting, revoke your proxy, and vote in person, as
indicated above.
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Who
Can Answer Your Questions About Voting Your Shares
If you
have any questions about how to vote or direct a vote in respect of your shares
of our common stock, you may call our corporate secretary at (212)
877-1588.
No
Additional Matters May Be Presented at the Special Meeting
This
special meeting has been called only to consider the adoption of
the Dissolution Proposal and the Adjournment Proposal. Under our
by-laws, other than procedural matters incident to the conduct of the special
meeting, no other matters may be considered at the special meeting if they are
not included in the notice of the special meeting.
Proxies
and Proxy Solicitation Costs
We are
soliciting proxies on behalf of our board of directors. This
solicitation is being made by mail but also may be made by telephone or in
person. The Company will pay for the entire cost of soliciting
proxies. In addition to these mailed proxy materials, our directors
and officers may also solicit proxies in person, by telephone or by other means
of communication. These parties will not be paid any additional
compensation for soliciting proxies.
We will
ask banks, brokers and other institutions, nominees and fiduciaries to forward
their proxy materials to their principals and to obtain their authority to
execute proxies and voting instructions. We will reimburse them for
their reasonable expenses.
If you
grant a proxy, you may still vote your shares in person if you revoke your proxy
before the special meeting.
BACKGROUND
INFORMATION
General
We were
incorporated in Delaware on April 20, 2005, as a blank check company formed to
serve as a vehicle for the acquisition, through a merger, capital stock
exchange, asset acquisition or other similar business combination with a then
unidentified operating business in the U.S. homeland security or defense
industries or a combination thereof .
Initial
Public Offering
A
registration statement for our initial public offering, or IPO, was declared
effective on March 23, 2007. On March 28, 2007, we completed the IPO,
consisting of 6,000,000 units at a price of $10.00 per unit. Each
unit consists of one share of common stock and one warrant. Each
warrant entitles the holder to purchase one share of common stock at a price of
$7.50, exercisable on the later of our completion of a business combination or
March 23, 2008. The warrants expire on March 23, 2011, or earlier
upon redemption.
We
received total net proceeds of $58,020,000 from the IPO, taking into account
$1,980,000 of underwriting fees. Simultaneously with the consummation
of the IPO, we privately sold an aggregate of 3,200,000 warrants in a private
placement at a price of $1.00 per warrant, for an aggregate purchase price of
$3,200,000 which was deposited in the Trust Account maintained by American Stock
Transfer & Trust Company.
The IPO
generated total gross proceeds of $60,000,000 to us, excluding the proceeds from
the offering of the 3,200,000 warrants on a private basis. The
aggregate net proceeds of the IPO and the sale of warrants on a private basis
were placed in the Trust Account. In addition, the underwriters of
the IPO agreed to defer payment of a portion of the underwriting discount equal
to 3% of the gross proceeds, or $1,800,000. This deferred amount was
to be held in trust and not released until the earlier to occur of (i) the
completion of our initial business combination or (ii) our liquidation, in which
case such proceeds will be distributed to the public stockholders, together with
all other funds held in the Trust Account. We have asked the
representatives of the underwriters to confirm that they will have no right to
receive any of these deferred amounts after distribution of the Trust Account to
the holders of IPO Shares.
Our
certificate of incorporation requires that we take all actions necessary to
liquidate in the event that we do not consummate a business combination within
18 months from the date of the consummation of our initial public offering
(September 28, 2008), or 24 months from the consummation of our IPO (March 28,
2009) if certain criteria have been satisfied.
The
Dissolution Proposal
At the
special meeting, you will be asked, in the alternative, to approve Alpha’ s
dissolution and Plan of Liquidation, as contemplated by its Fourth Amended and
Restated Certificate of Incorporation, which we refer to as the
Charter.
This
summary describes briefly the material terms of the proposed dissolution and
Plan of Liquidation. This information is provided to assist stockholders in
reviewing this proxy statement and considering the proposed dissolution and Plan
of Liquidation, but it does not include all of the information contained
elsewhere in this proxy statement and may not contain all of the information
that is important to you. To understand more fully the dissolution and Plan of
Liquidation being submitted for stockholder approval, you should carefully read
this proxy statement, including the accompanying copy of the Plan of Liquidation
attached as Annex A, in its entirety.
If the
dissolution is approved, we will:
· file
a certificate of dissolution, which we refer to as the Certificate of
Dissolution, with the Delaware Secretary of State;
· formally
adopt by board action the Plan of Liquidation in substantially the form set
forth in Annex A to this proxy statement by in compliance with Delaware
law;
· pay
or adequately provide for the payment of our liabilities, including (i)
liabilities for taxes, (ii) expenses of the dissolution and liquidation and
(iii) our obligations to the holders of the public stockholders in accordance
with the Charter; and
· if
and to the extent required, obtain payments from our insiders pursuant to its
indemnification obligations provided to Alpha at the time of the initial public
offering for the satisfaction of any outstanding or unknown
liabilities.
Assuming
that the stockholders approve the dissolution and Plan of Liquidation at the
special meeting, we expect to file the certificate of dissolution with the
Delaware Secretary of State shortly thereafter and then distribute as soon as
practicable thereafter to stockholders who own shares of Alpha’s common stock
issued as part of the units sold in Alpha’s initial public offering, which we
refer to as the public stockholders, the principal and interest (net of tax
liabilities and permitted dissolution expenses) then held in the trust account
in which the net proceeds were deposited, which we refer to as the trust
account. We currently estimate that, if the Alpha stockholders approve the
dissolution and Plan of Liquidation at the special meeting, each Public
Stockholder will receive a liquidating distribution of approximately $10.00 per
initial public offering share. However, the exact timing and amount
will not be determined until the time of such
distribution.
THE
DISSOLUTION PROPOSAL
Our
Board of Directors is proposing Alpha’s dissolution and Plan of Liquidation for
approval by our stockholders at the special meeting. As required by Delaware
law, the Board intends to approve the Plan of Liquidation immediately following
stockholder approval of the dissolution and Plan of Liquidation and the filing
of a certificate of dissolution with the Secretary of State of the State of
Delaware. A copy of the Plan of Liquidation is attached as Annex A to this proxy
statement, and you are encouraged to read it carefully.
If
Alpha’s dissolution is approved, we anticipate that our activities will be
limited to actions we deem necessary or appropriate to accomplish the
following:
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filing
a certificate of dissolution with the Secretary of State of the State of
Delaware and, thereafter, remaining in existence as a non-operating entity
for three years, as required under Delaware
law;
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adopting
a Plan of Liquidation in substantially the form set forth in Annex A to
this proxy statement by action of the Board of Directors in compliance
with Delaware law;
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as
provided in the Plan of Liquidation, paying or adequately providing for
the payment of, our known liabilities, including (i) liabilities for taxes
and to providers of professional and other services, (ii) expenses of the
dissolution and liquidation and (iii) our obligations to the public
stockholders in accordance with the
Charter;
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if
and to the extent required, obtaining payments from our insiders pursuant
to indemnification obligations provided to Alpha at the time of the
initial public offering for the satisfaction of any outstanding or unknown
liabilities;
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giving
the trustee of the trust account notice to commence liquidating the
investments constituting the trust account and turning over the proceeds
to our transfer agent for distribution according to the Plan of
Liquidation;
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if
there are insufficient assets or other sources of funds, including the
indemnification obligations of our insiders, to satisfy our known and
unknown liabilities, paying all such liabilities according to their
priority and, among claims of equal priority, ratably to the extent of
assets legally available
therefor;
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winding
up our remaining business activities;
and
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making
tax and other regulatory
filings.
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Following
dissolution, our directors may, at any time, engage third parties to complete
the liquidation pursuant
to the Plan of Liquidation. In addition, although we do not anticipate that it
will be necessary to do so since we do not now have any material assets outside
the trust account, the Board of Directors will be authorized to establish a
liquidating trust to complete Alpha’s liquidation. We intend to pursue any
applicable federal or state tax refunds arising out of our proposed acquisition
and our other business activities from inception through dissolution. To the
extent we are successful in obtaining such refunds, the proceeds will be applied
as follows:
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first,
to pay liabilities of creditors not otherwise compromised in the process
of determining the liquidating payment to our public stockholders, but
only to the extent that such amount would have been available to fund
working capital requirements of Alpha as part of the $1,825,000 initially
available to Alpha from interest earned on the trust account but that were
used to pay taxes instead, or approximately $690,000 in total;
and
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second,
any remaining proceeds will be distributed pro rata to our public
stockholders in accordance with our
Charter.
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Due to
the timing and potential uncertainty regarding any refunds, any such proceeds
would be distributed subsequent to the distribution of principal and accumulated
interest of the trust account.
At
June 1, 2009, we had approximately $60.1 million in the trust account. As of
that date, we have withdrawn approximately $1,135,000 of interest income on
funds in the trust account we are permitted to withdraw for working capital. We
expect to pay our liabilities in full or, in many cases, in a reduced amount
agreed to by the relevant creditor(s) pursuant to negotiations currently in
progress. In addition to satisfying these liabilities, we anticipate incurring
additional professional, legal and accounting fees in connection with our
dissolution and liquidation. All cash for the payment of the foregoing, beyond
any assets of Alpha outside the trust account, will be provided by our insiders
pursuant to its indemnification obligations.
The
indemnification obligation of our insiders provides that it will indemnify us as
a result of the claims of vendors or other entities that are owed money by us
for services rendered or products sold to us, to the extent necessary, to ensure
that such claims do not reduce the amount in the trust account, but only to the
extent such vendor did not execute a valid and enforceable waiver of any rights
or claims to the trust account.
Alpha
has liabilities as of June 1, 2009 of approximately $720,000. Although we are
not aware of any other liabilities that will not be covered by the
indemnification agreements of our insiders, no assurance can be made that such
liabilities will not arise in the future. If such liabilities were to arise in
the future or actual liabilities exceed those anticipated, under Delaware law,
stockholders who receive distributions from Alpha pursuant to the Plan of
Liquidation could be liable for their pro rata share of such liabilities, but
not in excess of the amounts distributed to them.
Dissolution
under Delaware Law
Under
the Charter, Alpha is required to dissolve if it does not complete a business
combination within the required time period. Under Delaware law, stockholders
need to approve the dissolution and Plan of Liquidation. That is why we are
presenting the Dissolution Proposal at the special meeting in the event the
Extension Proposal is not approved.
Section
275 of the Delaware General Corporation Law (the “DGCL”) provides that a
corporation may dissolve upon a majority vote of the Board of Directors of the
corporation followed by a favorable vote of the holders of a majority of the
outstanding stock entitled to vote. Following such approval, the dissolution
will be effected by filing a certificate of dissolution with the State of
Delaware. Once a Delaware corporation is dissolved, its existence is
automatically continued for a term of three years solely for the purpose of
winding up its business. The process of winding up includes:
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prosecution
and defense of any lawsuits;
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settling
and closing of any business;
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disposition
and conveyance of any property;
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discharge
of any liabilities; and
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distribution
of any remaining assets to the stockholders of the
corporation.
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The
Board of Directors intends to approve the Plan of Liquidation, as required by
Delaware law, immediately following stockholder approval of the dissolution and
Plan of Liquidation.
Principal
provisions of the Plan of Liquidation
General. In
accordance with the Trust Agreement and the Charter, we will distribute pro rata
to our public stockholders all of the proceeds of the trust account less the
funds that will be used to pay applicable estimated taxes and permitted
dissolution expenses. We expect that liquidation will commence as soon as
practicable after stockholder approval at the special meeting of Alpha’s
dissolution and Plan of Liquidation. We currently anticipate that, including
funds drawn from the letter of credit, we will make a liquidating distribution
of $10.00 per share issued in the initial public offering.
We
will also pay or provide for our known liabilities. Other than described in this
proxy statement, we do not know of any other Alpha liabilities or any facts
suggesting that any other Alpha liabilities may exist or will arise. Our
insiders have agreed to indemnify us for all claims of creditors, but only to
the extent necessary to ensure that such claims do not reduce amounts available
in the trust account. Our insider will make indemnification payments as and when
needed to discharge Alpha’s liabilities and obligations. If our insider’s
indemnification obligations, which are independent of the Plan of Liquidation
and apply to only specific types of claims to the extent that those claims
reduce the amount in the trust account, do not satisfy a creditor’s claim, under
Delaware law the public stockholders could be required to return their pro rata
portion of distributions that they receive pursuant to the Plan of liquidation
to pay the liabilities not so discharged. However, the public stockholders will
not be required to return amounts in excess of the total funds received by them
from Alpha.
We
will discontinue recording transfers of shares of our common stock on the date
of dissolution. Thereafter, certificates representing shares of our common stock
will not be assignable or transferable on our books, except by will, intestate
succession or operation of law. After that date, we will not issue any new stock
certificates, except in connection with such transfers or as replacement
certificates.
Our
Conduct Following Approval of the Dissolution and Adoption of the Plan of
Liquidation
Our
directors and officers will not receive any compensation for the duties
performed in connection with Alpha’s dissolution or Plan of Liquidation.
Following approval of Alpha’s dissolution by our stockholders at the special
meeting, our activities will be limited to adopting the Plan of Liquidation,
winding up our affairs, taking such actions as we believe may be necessary,
appropriate or desirable to preserve the value of our assets and distributing
our assets in accordance with the Plan of Liquidation.
We are
obligated to indemnify our officers, directors, employees and agents in
accordance with the Charter and our bylaws for actions taken in connection with
winding up our affairs; however, given our minimal assets, we may not be able to
provide meaningful indemnification to such persons. The Board of Directors and
the trustees of any liquidating trust may obtain and maintain such insurance as
they believe may be appropriate to cover our indemnification obligations under
the Plan of Liquidation.
Indemnification
Reserve. We generally are required, in connection with our dissolution,
to pay or provide for payment of all of our liabilities. If and to the extent
required, in order to satisfy any outstanding or unknown liabilities, we will
obtain funds from our insiders pursuant to their indemnification obligations.
However, a liability may not be covered by such indemnification obligations, or
they might default on the indemnification obligations with respect to such
liability. In any such event, a creditor which has not waived its claims against
the trust account could bring a claim, as described in the following subsection,
against one or more of our stockholders for such stockholder’s pro rata portion
of the claim, up to the total amount distributed by us to that stockholder
pursuant to the Plan of Liquidation.
Potential Liability
of Stockholders. Under the DGCL, if we fail to create adequate reserves
for liabilities, or should such reserves be insufficient to satisfy the
aggregate amount ultimately found payable in respect of our expenses and
liabilities, each stockholder could be held liable for amounts due to creditors
up to the amount that such stockholder received from us and from any liquidating
trust under the Plan of Liquidation. Each stockholder’s exposure to liability is
limited to his, her or its pro rata portion of the amounts due to each creditor
and is capped, in any event, at the amount of the distribution actually received
by such stockholder.
Stock
Certificates. Stockholders should not forward their stock certificates
before receiving instructions to do so. After such instructions are sent,
stockholders of record must surrender their stock certificates to receive
distributions, pending which their pro rata portions of the funds in the trust
account may be held in trust, without interest and subject to applicable escheat
laws. If a stock certificate has been lost, stolen or destroyed, the holder may
be required to furnish us with satisfactory evidence of the loss, theft or
destruction, together with a surety bond or other indemnity, as a condition to
the receipt of any distribution.
Exchange Act
Registration. Our common stock, units and warrants trade currently on the
NYSE Amex LLC and are listed under the trading symbols “HDS,” “HDS.U,” and
“HDS.W,” respectively, although no assurance can be given that such trading will
continue. After dissolution, because we will discontinue recording transfers of
our common stock and in view of the significant costs involved in compliance
with reporting requirements and other laws and regulations applicable to public
companies, we intend to apply to terminate Alpha’ s registration and reporting
requirements under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). If registration is terminated, trading in the common stock,
units and warrants on the NYSE Amex LLC would terminate.
Liquidating
Trusts. Although the Board of Directors does not believe it will be
necessary, we may transfer any of our remaining assets to one or more
liquidating trusts, the purpose of which would be to serve as a temporary
repository for the trust property prior to its disposition or distribution to
our stockholders. Any liquidating trust would be evidenced by a trust agreement
between Alpha and the person(s) or entity the Board of Directors chooses as
trustee(s).
Sales of Assets and
Collection of Sums Owing. The Plan of Liquidation gives the Board of
Directors the authority to sell all of our remaining assets, although our
existing assets outside the trust account are immaterial. Any such sale proceeds
may be reduced by transaction expenses, and may be less for a particular asset
than if we were not in liquidation. The Plan of Liquidation also authorizes the
Board of Directors to proceed to collect all sums due or owing to us, including
any tax refunds. Any such funds collected will be distributed in accordance with
the Plan of Liquidation.
Absence of
Appraisal Rights. Stockholders are not entitled to appraisal rights in
connection with our dissolution and Plan of Liquidation.
Regulatory
Approvals. We do not believe that any material U.S. federal or state
regulatory requirements must be met or approvals obtained in connection with our
dissolution or the Plan of Liquidation.
Treatment of
Warrants. There will be no distribution from the trust account with
respect to Alpha’ s warrants. Because we failed to consummate a business
combination, our warrants did not become exercisable and will expire
worthless.
Payment of
Expenses. In the discretion of our Board of Directors, we may pay
brokerage, agency, professional and other fees and expenses to any person or
entity in connection the implementation of the Plan of
Liquidation.
MATERIAL
U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN OF LIQUIDATION
The
following discussion is a general summary of the material U.S. federal income
tax consequences of the Plan of Liquidation to Alpha and to current holders of
our common stock and warrants originally issued in our IPO, who are “United
States persons,” as defined in the Code, and who hold such shares and warrants
as “capital assets,” as defined in the Code. The discussion does not purport to
be a complete analysis of all of the potential tax effects of the Plan of
Liquidation. Tax considerations applicable to a particular stockholder or
warrant holder will depend on that stockholder’s or warrant holder’s individual
circumstances. The discussion addresses neither the tax consequences that may be
relevant to particular categories of stockholders or warrant holders subject to
special treatment under certain U.S. federal income tax laws (such as dealers in
securities or currencies, banks, insurance companies, tax-exempt organizations,
mutual funds, financial institutions, broker-dealers, regulated investment
companies, real estate investment companies, real estate mortgage investment
conduits and foreign individuals and entities) nor any tax consequences arising
under the laws of any state, local or foreign jurisdiction. In addition, the
discussion does not consider the tax treatment of partnerships or other
pass-through entities or persons who hold our shares or warrants through such
entities.
The
discussion is based upon the Code, U.S. Treasury Department regulations, rulings
of the IRS and judicial decisions now in effect, all of which are subject to
change or to varying interpretation at any time. Any such changes or varying
interpretations may also be applied retroactively. The following discussion has
no binding effect on the IRS or the courts, and assumes that we will liquidate
substantially in accordance with the Plan of Liquidation.
We can
give no assurance that the tax treatment described herein will remain unchanged.
No ruling has been requested from the IRS with respect to the anticipated tax
treatment of the Plan of Liquidation, and we will not seek either such a ruling
or an opinion of counsel with respect to the anticipated tax treatment. If any
tax consequences or facts prove not to be as anticipated and described herein,
the result could be increased taxation at the stockholder or warrant holder
level.
Because
of the complexity of the tax laws and because the tax consequences to Alpha or
to any particular
stockholder or warrant holder may be affected by matters not discussed herein,
stockholders and warrant holders are urged to consult their own tax advisors as
to the specific tax consequences to them in connection with the Plan of
Liquidation and our dissolution, including tax reporting requirements, the
applicability and effect of foreign, federal, state, local and other applicable
tax laws and the effect of any proposed changes in the tax
laws.
Consequences
to Alpha
Alpha
may recognize gain or loss on the sale or other taxable disposition of any of
its assets pursuant to its liquidation to the extent of the difference between
the amount realized on such sale (or the fair market value of the asset) and its
tax basis in such asset.
Consequences
to U.S. Stockholders
Gain
or Loss on Liquidation
Amounts
received by U.S. stockholders pursuant to the liquidation generally will be
treated as full payment in exchange for their shares of common stock. As a
result of our liquidation, a U.S. stockholder generally will recognize gain or
loss equal to the difference between (i) the amount of cash distributed to such
stockholder (including distributions to any liquidating trust), less any known
liabilities assumed by the stockholder or to which the distributed property is
subject, and (ii) such stockholder’s tax basis in the shares of common
stock.
A U.S.
stockholder’s gain or loss should be computed on a “per share” basis, so that
gain or loss should be calculated separately for blocks of common stock acquired
at different dates or for different prices. Each liquidation distribution should
be allocated proportionately to each share of stock owned by a U.S. stockholder
and should be applied first to recover a stockholder’s tax basis with respect to
such share of stock. Gain should be recognized in connection with a liquidation
distribution allocated to a share of stock only to the extent that the aggregate
value of all liquidation distributions received by a U.S. stockholder with
respect to that share exceeds such stockholder’s tax basis for that share. Any
loss generally should be recognized only when a U.S. stockholder receives our
final distribution to stockholders, and then only if the aggregate value of the
liquidation distributions with respect to a share of common stock is less than
the stockholder’s tax basis for that share. Any payments by a stockholder in
satisfaction of any Alpha contingent liability not covered by our contingency
reserve generally should produce a loss in the year paid. Gain or loss
recognized by a stockholder in connection with our liquidation generally should
be capital gain or loss, and should be long-term capital gain or loss if the
share has been held for more than one year, and short-term capital gain or loss
if the share has not been held for more than one year. Long-term capital gain of
non-corporate taxpayers may be subject to more favorable tax rates than ordinary
income or short-term capital gain. The deductibility of capital losses is
subject to various limitations.
Liquidating
Trusts
If we
transfer assets to a liquidating trust for the benefit of the stockholders, we
intend to structure any such liquidating trust as a grantor trust of the
stockholders, so that stockholders should be treated for U.S. federal income tax
purposes as first having constructively received their pro rata share of the
property transferred to the trust and then having contributed such property to
the trust. In the event that one or more liquidating trusts are formed, the
stockholders generally will receive notice of the transfer(s). The amount of the
deemed distribution to the stockholders generally should be reduced by the
amount of any known liabilities assumed by the liquidating trust or to which the
transferred property is subject. A liquidating trust qualifying as a grantor
trust is itself not subject to U.S. federal income tax. Our former stockholders,
as owners of the liquidating trust, would be required to take into account for
U.S. federal income tax purposes their respective allocable portions of any
future income, gain or loss recognized by such liquidating trust, whether or not
they have received any actual distributions from the liquidating trust with
which to pay any tax on such tax items. Stockholders would receive annual
statements from the liquidating trust reporting their respective allocable
shares of the various tax items of the trust.
Back-Up
Withholding
Unless
a stockholder complies with certain reporting and/or Form W-9 certification
procedures or is an exempt recipient under applicable provisions of the Code and
Treasury Regulations, such stockholder may be subject to back-up withholding tax
with respect to any payments received pursuant to the liquidation. The back-up
withholding tax is currently imposed at a rate of 28%. If back-up withholding
applies, the amount withheld is not an additional tax, but is credited against
the stockholder’s U.S. federal income tax liability and may entitle the
stockholder to a refund, provided certain required information is timely
furnished to the IRS. Stockholders are urged to consult with their own tax
advisors regarding the application of backup withholding and the availability of
the procedure for obtaining an exemption from backup withholding in their
particular circumstances.
Consequences
to Warrant Holders
Since
no distributions will be made to warrant holders pursuant to the Plan of
Liquidation, a holder of our warrants should recognize a capital loss equal to
such warrant holder’s tax basis in the warrant in the tax year in which such
warrant becomes worthless (or expires).
THE
ADJOURNMENT PROPOSAL
In the
event there are not sufficient votes at the time of the special meeting to adopt
the Dissolution Proposal, the board of directors may submit a proposal to
adjourn the special meeting to a later date, or dates, if necessary, to permit
further solicitation of proxies.
The
adoption of the Adjournment Proposal requires the affirmative vote of a majority
of the shares of common stock represented in person or by proxy and voting at
the special meeting, if the Adjournment Proposal is presented.
The board
of directors recommends a vote FOR adoption of the Adjournment
Proposal.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information regarding the beneficial ownership of our
common stock as of June 1, 2009, by:
|
·
|
each
person known by us, as a result of such person’s public filings with the
SEC and the information contained therein, to be the beneficial owner of
more than 5% of our outstanding shares of common
stock;
|
|
·
|
each
of our officers and directors; and
|
|
·
|
all
of our officers and directors as a
group.
|
Unless
otherwise indicated, we believe that all persons named in the table have sole
voting and investment power with respect to all shares of common stock
beneficially owned by them. The following table does not reflect record or
beneficial ownership of the sponsor warrants or our other outstanding warrants,
as we do not believe that these warrants will become exercisable within 60 days
of April 15, 2009.
Name
and Address of Beneficial Owner
|
|
Amount
and Nature of Beneficial Ownership
|
|
|
Percentage
of Outstanding Common Stock
|
|
Steven
M. Wasserman (1) (2)
|
|
|
830,000 |
|
|
|
10.9
|
% |
Robert
B. Blaha (2)
|
|
|
400,000 |
|
|
|
5.3
|
% |
Gary
E. Johnson (2)
|
|
|
50,000 |
|
|
|
* |
|
Carol
A. DiBattiste (2)
|
|
|
50,000 |
|
|
|
* |
|
Ronald
R. Fogleman (2)
|
|
|
50,000 |
|
|
|
* |
|
HBK
Investments L.P., HBK Services LLC, HBK Partners II L.P., HBK Management
LLC
and
HBK Master Fund L.P. (3)
|
|
|
757,900 |
|
|
|
10.0
|
% |
Fir
Tree Value Master Fund, L.P., Fir Tree, Inc. and Fir Tree Capital
Opportunity Master Fund, L.P. (4)
|
|
|
750,000 |
|
|
|
9.9
|
% |
Polar
Securities Inc. and North Pole Capital Master Fund (5)
|
|
|
497,900 |
|
|
|
6.6
|
% |
Wolverine
Convertible Arbitrage Fund, Ltd. (6)
|
|
|
396,875 |
|
|
|
5.2
|
% |
Azimuth
Opportunity, Ltd. (7)
|
|
|
392,000 |
|
|
|
5.2
|
% |
All
directors and executive officers as a group (5
individuals)
|
|
|
1,380,000 |
|
|
|
18.2
|
% |
__________________
|
|
|
|
|
|
|
|
|
*less than one (1%)
percent
(1) Includes 80,000 shares of the Company’s
common stock owned by Tukwila Group LLC, an entity in which Mr. Wasserman is the
sole manager and equity holder and has sole voting and dispositive power with
respect to such shares and reflects the redemption in September 2006 of 20,000
shares of the Company’s common stock previously owned by Tukwila Group
LLC.
(2) The business address for each of our
directors and officers, is c/o Alpha Security Group Corporation, 328 West 77th
Street, New York, New York 10024.
(3) Based on information contained in a
Schedule 13G/A filed by HBK Investments L.P., HBK Services LLC, HBK Partners II
L.P., HBK Management LLC and HBK Master Fund L.P. on February 5, 2008. HBK
Investments L.P. has delegated discretion to vote and dispose of the Company’s
common stock held by it to HBK Services LLC (“Services”). Services may, from
time to time, delegate discretion to vote and dispose of the shares of the
Company’s cCommon stock to HBK New York LLC, HBK Virginia LLC, HBK Europe
Management LLP, and/or HBK Hong Kong Ltd. (collectively, the “Subadvisors”).
Each of Services and the Subadvisors is under common control with HBK
Investments L.P. Jamiel A. Akhtar, Richard L. Booth, David C. Haley, Lawrence H.
Lebowitz, and William E. Rose are each managing members of HBK Management LLC.
The business address of HBK Investments L.P., HBK Services LLC, HBK Partners II
L.P., HBK Management LLC and HBK Master Fund L.P. is 300 Crescent Court, Suite
700, Dallas, Texas 75201.
PRICE
RANGE OF SECURITIES AND DIVIDENDS
Our
equity securities trade on the NYSE Amex. Each of our units consists
of one share of common stock and one warrant and trades on the NYSE Amex under
the symbol “HDS.U.” On June 14, 2007, the common stock and warrants
included in the units began to trade separately. Those units not separated will
continue to trade on the NYSE Amex under the symbol “HDS.U,” and each of the
common stock and warrants trade on the NYSE Amex under the symbols “HDS” and
“HDS.WS,” respectively. We expect that our securities would be de-listed if the
Distribution Proposal is approved. See “BACKGROUND INFORMATION --
Quotation on the NYSE Amex.”
Each
warrant entitles the holder to purchase one share of our common stock at a price
of $7.50. Each warrant will become exercisable on the later of our
completion of a business combination or March 23, 2008 and will expire on March
23, 2011, or earlier upon redemption.
The
following table sets forth, for the periods indicated, the high and low closing
sales prices of our units and common stock as reported on the NYSE
Amex. Prior to March 23, 2007, there was no established trading
market for our securities.
Quarter
Ended
|
|
Units
|
|
|
Common
Stock
|
|
|
|
High
|
|
|
Low
|
|
|
High
|
|
|
Low
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
June
30, 2009 (through June 11)
|
|
$ |
9.88 |
|
|
$ |
9.85 |
|
|
$ |
9.97 |
|
|
$ |
9.90 |
|
March
31, 2009
|
|
|
9.91 |
|
|
|
9.75 |
|
|
|
9.99 |
|
|
|
9.70 |
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December
31, 2008
|
|
|
9.65 |
|
|
|
9.35 |
|
|
|
9.80 |
|
|
|
9.30 |
|
September
30, 2008
|
|
|
10.20 |
|
|
|
9.61 |
|
|
|
9.75 |
|
|
|
9.52 |
|
June
30, 2008
|
|
|
10.25 |
|
|
|
9.61 |
|
|
|
9.70 |
|
|
|
9.42 |
|
March
31, 2008
|
|
|
10.20 |
|
|
|
9.90 |
|
|
|
9.55 |
|
|
|
9.35 |
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December
31, 2007
|
|
|
10.30 |
|
|
|
10.06 |
|
|
|
9.40 |
|
|
|
9.25 |
|
September
31, 2007
|
|
|
10.65 |
|
|
|
10.15 |
|
|
|
9.42 |
|
|
|
9.26 |
|
June
30, 2007
|
|
|
10.58 |
|
|
|
9.83 |
|
|
|
9.40 |
|
|
|
9.31 |
|
March
31, 2007 (1)
|
|
|
10.00 |
|
|
|
9.82 |
|
|
|
- |
|
|
|
- |
|
(1)
Represents the high and low sale prices for our units from our initial public
offering on March 23, 2007 through March 31, 2007.
Holders
of Common Equity
On May 4,
2009, there was 1 holder of record of our units, 5 holders of record of our
warrants and 11 holders of record of our common stock. Such
numbers do not include beneficial owners holding shares, warrants or units
through nominee names.
Dividends
We have
not paid any dividends on our common stock to date and we do not intend to pay
cash dividends prior to the consummation of a business combination (however, we
do expect to distribute proceeds of the Trust Account if the Distribution
Proposal is approved). After we complete a business combination, the
payment of dividends will depend on our revenues and earnings, if any, capital
requirements and general financial condition. The payments of
dividends after a business combination will be within the discretion of our
then-board of directors. Our board of directors currently intends to
retain any earnings for use in our business operations, and, accordingly, we do
not anticipate the board declaring any dividends in the foreseeable future
(however, we do expect to distribute proceeds of the Trust Account if the
Distribution Proposal is approved).
DESCRIPTION
OF SECURITIES
General
We are
authorized to issue 30,000,000 shares of common stock, par value $.0001 per
share, and 1,000,000 shares of preferred stock, par value $.0001 per
share. As of the Record Date, 7,580,000 shares of common stock are
outstanding, held by 11 record holders. No shares of preferred stock
are currently outstanding.
Common
stock
As of the
Record Date, we have 7,580,000 shares of common stock
outstanding. Our stockholders are entitled to one vote for each share
held of record on all matters to be voted on by stockholders.
Preferred
stock
Our
certificate of incorporation, as amended, authorizes the issuance of 1,000,000
shares of blank check preferred stock with such designation, rights and
preferences as our board of directors may determine from time to
time. No shares of preferred stock have been issued or
registered. Accordingly, our board of directors is empowered, without
stockholder approval, to issue preferred stock with dividend, liquidation,
conversion, voting or other rights which could adversely affect the voting power
or other rights of the holders of common stock. We may issue some or
all of the preferred stock to effect a business combination. In
addition, the preferred stock could be utilized as a method of discouraging,
delaying or preventing a change in control of us. Although we do not
currently intend to issue any shares of preferred stock, we cannot assure you
that we will not do so in the future.
Warrants
We
currently have 9,200,000 outstanding warrants. Each warrant entitles the holder
to purchase one share of our common stock at a price of $7.50. Each
warrant will become exercisable on the later of our completion of a business
combination or March 23, 2008 and will expire on March 23, 2011, or earlier upon
redemption. The warrants are redeemable by us, at a price of $.01 per
warrant upon 30 days’ notice after the warrants become exercisable, only in the
event that the last sale price of the common stock is at least $14.25 per share
for any 20 trading days within a 30 trading day period ending on the third day
prior to the date on which notice of redemption is given.
The
warrants were issued in registered form under a warrant agreement between
American Stock Transfer & Trust Company, as warrant agent, and
us. We may not call the warrants for redemption at any time an
effective registration statement covering the warrant exercise is
unavailable. You are urged to review a copy of the warrant agreement,
which was filed as an exhibit to the registration statement in connection with
our initial public offering, for a complete description of the terms and
conditions applicable to the warrants.
The
exercise price and number of shares of common stock issuable on exercise of the
warrants may be adjusted in certain circumstances, including in the event of a
stock dividend, or our recapitalization, reorganization, merger or
consolidation. However, the warrants will not be adjusted for
issuances of common stock at a price below their respective exercise
prices.
The
warrants may be exercised upon surrender of the warrant certificate on or prior
to the expiration date at the offices of the warrant agent, with the exercise
form on the reverse side of the warrant certificate completed and executed as
indicated, accompanied by full payment of the exercise price, by certified check
payable to us, for the number of warrants being exercised. The
warrant holders do not have the rights or privileges of holders of common stock,
including any voting rights until they exercise their warrants and receive
shares of common stock. After the issuance of shares of common stock
upon exercise of the warrants, each holder will be entitled to one vote for each
share held of record on all matters to be voted on by stockholders.
No
warrants will be exercisable unless at the time of exercise a prospectus
relating to common stock issuable upon exercise of the warrants is current and
the common stock has been registered or qualified or deemed to be exempt under
the securities laws of the state of residence of the holder of the
warrants. Under the terms of the warrant agreement, we have agreed to
meet these conditions and use our best efforts to maintain a current prospectus
relating to common stock issuable upon exercise of the warrants until the
expiration of the warrants. However, we cannot assure you that we
will be able to do so. The warrants may be deprived of any value and
the market for the warrants may be limited if the prospectus relating to the
common stock issuable upon the exercise of the warrants is not current or if the
common stock is not qualified for sale as a result of the Company’s registering
such shares, or unless the shares are exempt from qualification in the
jurisdictions in which the holders of the warrants reside.
No
fractional shares will be issued upon exercise of the warrants. If,
upon exercise of the warrants, a holder would be entitled to receive a
fractional interest in a share, we will, upon exercise, round up or down to the
nearest whole number the number of shares of common stock to be issued to the
warrant holder.
Shares
eligible for future sale
As of the
record date, we had 7,580,000 shares of common stock outstanding. Of
these shares, 6,000,000 shares are freely tradable without restriction or
further registration under the Securities Act, except for any shares purchased
by one of our affiliates within the meaning of Rule 144 under the Securities
Act. All of the remaining 1,580,000 shares are restricted securities
under Rule 144, in that they were issued in private transactions not involving a
public offering. None of those are currently eligible for sale under Rule
144.
“Restricted”
shares must generally be sold in accordance with the requirements of Rule 144
under the Act. Effective February 14, 2008, the SEC revised Rule
144. In general, under Rule 144 as revised, six months must have
elapsed since the later of the date of acquisition of restricted shares from the
Company or any affiliate of the Company. After the six-month holding
period has run, holders who are not affiliates of the Company may sell all or
any portion of their shares so long as the Company is current in its SEC
filings, and after the running of a one-year holding period, they may sell
regardless of whether or not the Company is current in its SEC
filings. After the six-month holding period has run, holders of
restricted securities who are affiliates of the Company are entitled to sell
within any three-month period such number of restricted or control shares that
does not exceed the greater of 1% of the then outstanding shares or (so long as
the Company’s securities are still listed on a national exchange, and if
greater) the average weekly trading volume of shares during the four calendar
weeks preceding the date on which notice of the sale is filed with the
Commission. Sales by affiliates under Rule 144 are also subject to
certain restrictions on the manner of selling, notice requirements and the
availability of current public information about the
Company. Notwithstanding the preceding, based on possible
interpretations of the revised Rule 144, the Company believes that, because the
Company is a “shell” company, all of the Company’s currently outstanding shares
held by affiliates must be held for a period of one year after the filing with
the SEC of extensive information that the Company is no longer a “shell” company
before these shares may be sold pursuant to Rule 144.
Registration
Rights
The
holders of our 1,580,000 issued and outstanding shares of common stock prior to
the IPO are entitled to registration rights covering the resale of their shares
and the resale of their warrants and shares acquired upon exercise of their
warrants. The holders of the majority of these shares are entitled to
make up to two demands that the Company register these shares. In
addition, our pre-IPO stockholders have certain “piggy-back” registration rights
on registration statements filed subsequent to the date on which these
securities are released from the restrictions imposed by the lock-up
agreements. We will bear the expenses incurred in connection with the
filing of any such registration statements.
Delaware
Anti-Takeover Law
We are
subject to the provisions of Section 203 of the Delaware General Corporation Law
regulating corporate takeovers. This section prevents certain
Delaware corporations, under certain circumstances, from engaging in a “business
combination” with:
|
·
|
a
stockholder who owns 15% or more of our outstanding voting stock
(otherwise known as an “interested
stockholder”);
|
|
·
|
an
affiliate of an interested stockholder;
or
|
|
·
|
an
associate of an interested
stockholder,
|
for three
years following the date that the stockholder became an interested
stockholder. A “business combination” includes a merger or sale of
more than 10% of our assets. However the above provisions of Section
203 do not apply if:
|
·
|
our
board of directors approves the transaction that made the stockholder an
“interested stockholder,” prior to the date of the
transaction;
|
|
·
|
after
the completion of the transaction that resulted in the stockholder
becoming an interested stockholder, that stockholder owned at least 85% of
our voting stock outstanding at the time the transaction commenced, other
than statutorily excluded shares;
or
|
|
·
|
on
or subsequent to the date of the transaction, the business combination is
approved by our board of directors and authorized at a meeting of our
stockholders, and not by written consent, by an affirmative vote of at
least two-thirds of the outstanding voting stock not owned by the
interested stockholder.
|
This
statute could prohibit or delay mergers or other change in control attempts, and
thus may discourage attempts to acquire us.
WHERE
YOU CAN FIND MORE INFORMATION
The
Company files reports, proxy statements and other information with the SEC as
required by the Exchange Act. You may read and copy reports, proxy
statements and other information filed by the Company with the SEC at the SEC
public reference room located at 100 F Street, N.E., Washington, D.C.
20549. You may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. You may also
obtain copies of the materials described above at prescribed rates by writing to
the Securities and Exchange Commission, Public Reference Section, 100 F Street,
N.E., Washington, D.C. 20549. You may access information regarding
the Company at the SEC web site containing reports, proxy statements and other
information at: http://www.sec.gov. Information and statements
contained in this proxy statement are qualified in all respects by reference to
the relevant annex to this proxy statement. Only one proxy statement
is being delivered to multiple security holders who share an
address. However, if you would like an additional separate copy,
please contact us at the address set forth below and an additional copy will be
sent to you free of charge. If you would like additional copies of
this document or if you have questions about the proposals, you should contact
via phone or in writing:
Alpha
Security Group Corporation
328 West
77th Street, New York, New York 10024
Attn:
Corporate Secretary
STOCKHOLDER
PROPOSALS
Stockholders
wishing to submit proposals for consideration by the Company’s board of
directors at the Company’s next Annual Meeting of Stockholders should submit
them in writing to the attention of the President of the Company a reasonable
time before the Company begins to print and mail its proxy materials, so that
the Company may consider such proposals for inclusion in its proxy statement and
form of proxy for that meeting. The Company does not now have any
definitive plans regarding the possible date of its next Annual
Meeting.
|
|
By
order of the Board of Directors
|
|
|
|
|
|
New
York, NY |
|
|
|
June , 2009 |
|
/s/ Steve
Wasserman |
|
|
|
Steve
Wasserman |
|
|
|
Co-Chairman
of the Board of Directors,
Chief
Executive Officer and President
|
|
|
|
|
|
Annex A
PLAN
OF LIQUIDATION
OF
ALPHA
SECURITY GROUP CORP.
(A
Dissolved Delaware Corporation)
This
Plan of Liquidation (or “Plan”) of Alpha Security Group Corp. (“Alpha,” “we” or
“us”) is dated this day of , 2009.
WHEREAS,
the dissolution of Alpha was duly authorized by its board of directors (the
“Board of Directors”) and Alpha’s stockholders, and Alpha was dissolved on
[___], 2009 by the filing of a certificate of dissolution (the “Certificate of
Dissolution”) with the Office of the Secretary of State of the State of
Delaware;
WHEREAS,
Alpha elects to adopt a plan of distribution pursuant to Section 281(b) of the
Delaware General Corporation Law (the “DGCL”);
WHEREAS,
Alpha has paid or otherwise satisfied or made provision for all claims and
obligations of
Alpha
known to it, including conditional, contingent or unmatured contractual claims,
other than the following:
1. any
unknown liabilities or outstanding obligations prior to the date hereof and
liabilities and obligations incurred or to be incurred after such date,
including fees and expenses in connection with legal, accounting and other
professional services to be rendered in connection with the dissolution and
liquidation of Alpha and the winding up of its business and affairs (the “Vendor
Obligations”);
2.
Liabilities for federal, state and Delaware franchise taxes (collectively, “Tax
Liabilities”); and
3.
Alpha’s obligations to holders (the “Public Stockholders”) of its shares of
common stock, par value $0.0001 (the “Common Stock”), issued in its initial
public offering (the “IPO”) to distribute the proceeds of the trust account
established in connection with the IPO (the “Trust Account”) in connection with
the dissolution and liquidation of Alpha as provided in Alpha’s fourth amended
and restated certificate of incorporation (the “Charter”) and its IPO
prospectus;
WHEREAS,
there are no pending actions, suits or proceedings to which Alpha is a
party;
WHEREAS,
there are no facts known to Alpha, indicating that claims that have not been
made known to Alpha or that have not arisen are likely to become known to Alpha
or to arise within ten years after the date of dissolution; and
WHEREAS,
Steven M. Wasserman and Robert B. Blaha (“Alpha’s Insiders”), has agreed to
indemnify Alpha from and against all loss, liability, claims, damages and
expenses whatsoever (including, but not limited to, any and all legal or other
expenses reasonably incurred in investigating, preparing or defending against
any litigation, whether pending or threatened, or any claim whatsoever) which
Alpha may become subject to as a result of any claim by any vendor or
prospective target business that is owed money by Alpha for services rendered or
products sold, but only to the extent necessary to ensure that such loss,
liability, claim, damage or expense does not reduce the amount in the Trust
Account.
NOW
THEREFORE, Alpha adopts the following Plan of Liquidation, which shall
constitute a plan of distribution in accordance with Section 281(b) of the
DGCL:
1.
PAYMENT OF LIABILITIES AND OBLIGATIONS. Alpha shall, as soon as practicable
following the adoption of this Plan by the Board of Directors after the filing
of a Certificate of Dissolution of Alpha in accordance with Delaware law, (a)
pay or provide for the payment in full, or in such other amount as shall be
agreed upon by Alpha and the relevant creditor, the Vendor Obligations and (b)
pay in full the Tax Liabilities.
2.
CONTINGENCY RESERVE. If and to the extent required or permitted, Alpha shall
obtain payments from Alpha’s Insiders pursuant to its indemnification
obligations provided to Alpha at the time of the initial public offering for the
satisfaction of any outstanding or unknown liabilities.
3.
AUTHORITY OF OFFICERS AND DIRECTORS. The Board of Directors and the officers of
Alpha shall continue in their positions for the purpose of winding up the
affairs of Alpha as contemplated by Delaware law. The Board of Directors may
appoint officers, hire employees and retain independent contractors in
connection with the winding up process and is authorized to pay such persons
compensation for their services; provided, however, that no current officer or
director of Alpha shall receive any compensation for his or her services as
aforesaid and that any such compensation to such other persons shall be fair and
reasonable and consistent with disclosures made to Alpha’s stockholders in
connection with the adoption of this Plan. Adoption of this Plan by holders of a
majority of the voting power represented collectively by the outstanding shares
of the Common Stock shall constitute the approval of Alpha’s stockholders of the
Board of Director’s authorization of the payment of any such compensation. The
adoption of the Plan by the holders of the shares of Common Stock shall
constitute full and complete authority, in accordance with and subject to the
terms of the Charter, for the Board of Directors and the officers of Alpha,
without further stockholder action, to do and perform any and all acts and to
make, execute and deliver any and all agreements, conveyances, assignments,
transfers, certificates and other documents of any kind and character that the
Board of Directors or such officers deem necessary, appropriate or advisable (i)
to dissolve Alpha in accordance with the laws of the State of Delaware and cause
its withdrawal from all jurisdictions in which it is authorized to do business;
(ii) to sell, dispose, convey, transfer and deliver the assets of Alpha; (iii)
to satisfy or provide for the satisfaction of Alpha’s obligations in accordance
with Section 281(b) of the DGCL; and (iv) to distribute all of the remaining
funds of Alpha to the holders of the Common Stock in complete cancellation or
redemption of its stock.
4.
CONVERSION OF ASSETS INTO CASH OR OTHER DISTRIBUTABLE FORM. Subject to approval
by the Board of Directors, the officers and agents of Alpha shall, as promptly
as feasible, proceed to collect all sums due or owing to Alpha, including
recovery of any tax refunds owing to Alpha, to sell and convert into cash any
and all corporate assets and, out of the assets of Alpha, attempt to pay,
satisfy and discharge or make adequate provision for the payment, satisfaction
and discharge of all debts and liabilities of Alpha pursuant to Sections 1 and 2
above, including all expenses of the sale of assets and of the dissolution and
liquidation provided for by this Plan.
5.
RECOVERY OF ASSETS. In the event that Alpha (or any trustee or receiver for
Alpha appointed pursuant to Section 279 of the DGCL) shall recover any assets or
funds belonging to Alpha, including any federal or state tax refunds arising out
of the proposed acquisition and its other business activities from inception
through dissolution, such funds shall first be used to pay liabilities of
creditors not otherwise compromised in the process of determining the
liquidating payment to our public stockholders, but only to the extent that such
amount would have been available to fund working capital requirements of Alpha
as part of the $1,825,000 initially available to Alpha from interest earned on
the trust account but that were used to pay taxes instead, or $[________] in
total, and to the extent any assets or funds remain thereafter, shall be
distributed to the Public Stockholders in accordance with and subject to the
terms of the Charter, the DGCL and to such terms and conditions as the Board of
Directors (or any trustee or receiver for Alpha) may deem appropriate; provided,
however, that nothing herein shall be deemed to preclude Alpha (or any trustee
or receiver for Alpha) from petitioning any court of competent jurisdiction for
instructions as to the proper distribution and allocation of any such assets or
funds that may be recovered by or on behalf of Alpha.
6.
PROFESSIONAL FEES AND EXPENSES. It is specifically contemplated that the Board
of Directors may authorize the payment of a retainer fee to a law firm or law
firms selected by the Board of Directors for legal fees and expenses of Alpha,
including, among other things, to cover any costs payable pursuant to the
indemnification of Alpha’s officers or members of the Board of Directors
provided by Alpha pursuant to the Charter, its bylaws, the DGCL or otherwise,
and may authorize the payment of fees to an accounting firm or firms selected by
the Board of Directors for services rendered to Alpha. In addition, in
connection with and for the purpose of implementing and assuring completion of
this Plan, Alpha may, in the sole and absolute discretion of the Board of
Directors, pay any brokerage, agency and other fees and expenses of persons
rendering services to Alpha in connection with the collection, sale, exchange or
other disposition of Alpha’ s property and assets and the implementation of this
Plan.
7.
INDEMNIFICATION. Alpha can elect to continue to indemnify its officers,
directors, employees and agents in accordance with the Charter, its bylaws and
any contractual arrangements, for actions taken in connection with this Plan and
the winding up of the affairs of Alpha. The Board of Directors, in its sole and
absolute discretion, is authorized to obtain and maintain insurance as may be
necessary, appropriate or advisable to cover Alpha’s obligations hereunder,
including, without limitation, directors’ and officers’ liability
coverage.
8.
LIQUIDATING TRUST. The Board of Directors may, but is not required to, establish
and distribute assets of Alpha to a liquidating trust, which may be established
by agreement in form and substance determined by the Board of Directors with one
or more trustees selected by the Board of Directors. In the alternative, the
Board of Directors may petition a Court of competent jurisdiction for the
appointment of one more trustees to conduct the liquidation of Alpha, subject to
the supervision of the Court. Whether appointed by an agreement or by the Court,
the trustees shall in general be authorized to take charge of Alpha’s property,
and to collect the debts and property due and belonging to Alpha, with power to
prosecute and defend, in the name of Alpha or otherwise, all such suits as may
be necessary or proper for the foregoing purposes, and to appoint agents under
them and to do all other acts which might be done by Alpha that may be
necessary, appropriate or advisable for the final settlement of the unfinished
business of Alpha.
9.
LIQUIDATING DISTRIBUTIONS. Liquidating distributions, in accordance with and
subject to the terms of the Charter, shall be made from time to time after the
adoption of this Plan to the holders of record, at the close of business on the
date of the filing of a Certificate of Dissolution, of outstanding shares of
Common Stock sold pursuant to the IPO, pro rata in accordance with the
respective number of shares then held of record; provided that in the opinion of
the Board of Directors adequate provision has been made for the payment,
satisfaction and discharge of all known, unascertained or contingent debts,
obligations and liabilities of Alpha (including costs and expenses incurred and
anticipated to be incurred in connection with the complete liquidation of
Alpha). All determinations as to the time for and the amount of liquidating
distributions shall be made in the exercise of the absolute discretion of the
Board of Directors and in accordance with Section 281 of the DGCL. As provided
in Section 12 below, distributions made pursuant to this Plan shall be treated
as made in complete liquidation of Alpha within the meaning of the U.S. Internal
Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated
thereunder.
10.
AMENDMENT OR MODIFICATION OF PLAN. If for any reason the Board determines that
such action would be in the best interests of Alpha, it may amend or modify this
Plan and all actions contemplated hereunder, notwithstanding stockholder
approval of this Plan, to the extent permitted by the DGCL and in accordance
with and subject to the terms of the Charter; provided, however, that Alpha will
not amend or modify this Plan under circumstances that would require additional
stockholder approval under the DGCL and/or the federal securities laws without
complying with such laws.
11.
CANCELLATION OF STOCK AND STOCK CERTIFICATES. Following the dissolution of
Alpha, it shall no longer permit or effect transfers of any of its stock, except
by will, intestate succession or operation of law.
12.
LIQUIDATION UNDER CODE SECTIONS 331 AND 336. It is intended that this Plan shall
be a plan of complete liquidation of Alpha in accordance with the terms of
Sections 331 and 336 of the Code. This Plan shall be deemed to authorize the
taking of such action as may be necessary to conform with the provisions of said
Sections 331 and 336 of the Code and the regulations promulgated thereunder,
including, without limitation, the making of an election under Section 336(e) of
the Code, if applicable.
13.
FILING OF TAX FORMS. The appropriate officers of Alpha are authorized and
directed, within 30 days after the adoption of this Plan, to execute and file a
U.S. Treasury Form 966 pursuant to Section 6043 of the Code and such additional
forms and reports with the Internal Revenue Service as may be necessary or
appropriate in connection with this Plan and the carrying out
thereof.
ALPHA
SECURITY GROUP CORPORATION
PROXY
SOLICITED BY THE BOARD OF DIRECTORS
FOR
THE SPECIAL MEETING OF STOCKHOLDERS
TO
BE HELD ON JUNE 30, 2009
The
undersigned hereby appoints Steven M. Wasserman as proxy of the undersigned,
with full power of substitution, to vote all of the shares of stock of Alpha
Security Group Corporation (hereinafter, the “company”) that the undersigned may
be entitled to vote at the company’s Special Meeting to be held to be held at
the offices of Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154 on June
30, 2009 at 9:00 a.m., New York time, and at any and all postponements,
continuations and adjournments thereof, with all powers that the undersigned
would possess if personally present, upon and in respect of the following
matters and in accordance with the following instructions.
IF YOU DO
NOT RETURN YOUR PROXY CARD WITH AN INDICATION OF HOW YOU WISH TO VOTE, IT WILL
HAVE THE SAME EFFECT AS A VOTE “AGAINST” THE PROPOSED AMENDMENTS TO OUR
CERTIFICATE OF INCORPORATION AND THE DISTRIBUTION PROPOSAL. FAILURE
TO VOTE WITH RESPECT TO THE ADJOURNMENT PROPOSAL WILL HAVE NO EFFECT ON THIS
PROPOSAL, AS MORE SPECIFICALLY DESCRIBED IN THE PROXY STATEMENT.
IF
SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH
YOUR INSTRUCTIONS. IF NO DIRECTIONS ARE GIVEN, THIS PROXY WILL BE
VOTED “FOR” EACH OF THE PROPOSALS. EACH OF THE DIRECTORS AND OFFICERS
OF ALPHA SECURITY GROUP CORPORATION WILL RETURN AN UNMARKED PROXY WITH
DIRECTIONS TO VOTE THEIR RESPECTIVE SHARES “FOR” ALL OF THE
PROPOSALS.
(continued
and to be signed on reverse)
THE
BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE PROPOSALS
BELOW.
Proposal
to adopt a plan of dissolution and liquidate.
|
|
oFOR
|
oAGAINST
|
oABSTAIN
|
|
|
|
ADJOURNMENT
PROPOSAL
Proposal
to the adjournment of the special meeting to a later date or dates, if
necessary, to permit further solicitation of proxies in the event there
are insufficient votes at the time of the special meeting to approve any
or all of the other two proposals.
|
|
oFOR
|
oAGAINST
|
oABSTAIN
|
DATE: ___________________,
2009 |
|
|
|
|
Signature |
|
|
|
PLEASE MARK SIGN
DATE AND RETURN THE PROXY |
|
CARD PROMPTLY USING
THE ENCLOSED ENVELOPE |
Signature if
held jointly |
|
|
|
Please
sign exactly as your name appears hereon. If the stock is registered
in the names of two or more persons, each should sign. Executors,
administrators, trustees, guardians and attorneys-in-fact should add their
titles. If signer is a corporation, please give full corporate name
and have a duly authorized officer sign, stating title. If signer is
a partnership, please sign in partnership name by authorized
person.
Please
vote, date and promptly return this proxy. Any votes received after a
matter has been voted upon will not be counted.
This
Proxy is Solicited on Behalf of the Board of Directors.