form8k06856_08072009.htm
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): August 7,
2009
SP
ACQUISITION HOLDINGS,
INC.
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(Exact
name of registrant as specified in its charter)
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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590
Madison Avenue, 32nd Floor, New York,
NY
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (212)
520-2300
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(Former
name or former address, if changed since last
report.)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
3.01. Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
As
previously disclosed on February 10, 2009, Acquisition Holdings, Inc. (the
“Company”) received a letter from the NYSE Amex (the “Exchange”) notifying it
that it was below certain of the Exchange’s continued listing standards in that
it had failed to hold an annual meeting of stockholders in 2008, in violation of
Section 704 of the NYSE Amex Company Guide (the “Company
Guide”). The Company was afforded the opportunity to submit a
plan of compliance to the Exchange, and on March 9, 2009 the Company presented
its plan (the “Initial Plan”) to the Exchange. On May 11, 2009, the Exchange
notifying the Company that it accepted the Company’s Initial Plan and granted
the Company an extension until August 11, 2009 to regain compliance with the
continued listing standards. The Company then began negotiations with Frontier
Financial Corporation (“Frontier”) regarding a proposed business combination
requiring Company stockholder approval, however, as the Company stockholder
meeting to obtain such approval would not occur before August 11, 2009, the
Company contacted the Exchange and asked for a further extension. The Company
was afforded the opportunity submit a plan of compliance to the Exchange, and on
July 10 and 24, 2009 the Company presented its plan (the “Modified Plan”) to the
Exchange. On August 5, 2009, the Exchange sent the Company a letter (the
“Letter”) notified the Company that it accepted the Modified Plan and granted
the Company an extension until October 10, 2009 (the “Deadline”) to regain
compliance with the continued listing standards. The Company will be subject to
periodic review by the Exchange staff during this extension period. Failure to
make progress consistent with the Modified Plan or to regain compliance with the
continued listing standards by the Deadline could result in the Company being
delisted from the Exchange.
The
Company intends to hold a meeting of stockholders to approve its proposed
initial business combination with Frontier prior to October 10, 2009. If the
Company is unable to complete a business combination, its corporate existence
will cease except for the purposes of winding up its affairs and liquidating.
The Company anticipates that it will be able to regain compliance with Section
704 of the Company Guide by the Deadline.
Pursuant
to requirements of the Company Guide, on August 7, 2009, the Company filed a
press release disclosing the Company’s receipt of the Letter and the other
matters discussed herein. A copy of the press release is furnished as
Exhibit 99.1
hereto and incorporated herein by reference.
Item
9.01. Financial Statements
and Exhibits.
(d)
Exhibits
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No. |
Description |
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99.1
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Press
Release dated August 7,
2009.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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Date:
August 7, 2009
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SP
ACQUISITION HOLDINGS, INC.
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By:
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Jack
L. Howard
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Chief
Operating Officer and Secretary
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EXHIBIT
INDEX
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Exhibit No.
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Description
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99.1
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Press
release dated August 7,
2009.
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