Gsc Acquisition Co - Current report filing (8-K)
25 Juni 2008 - 9:55PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): June 24,
2008
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GSC
ACQUISITION COMPANY
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(Exact
name of registrant
as
specified in charter)
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DELAWARE
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001-33553
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20-5779392
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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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500
Campus Drive, Suite 220, Florham Park, NJ 07932
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(Address
of principal executive offices)
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(973)
437-1000
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Registrant’s
telephone number, including area code
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Not
Applicable
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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):
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section
5. Corporate Governance and Management.
Item
5.02. Election of Directors.
On June
24, 2008, the Board of Directors of GSC Acquisition Company (the “Company”)
increased the number of members of the Board of Directors from six to seven, and
elected Richard W. Detweiler and Daniel R. Sebastian to the Board of Directors,
filling both an existing vacancy and the newly created directorship.
Mr. Sebastian was named a
member of the Audit Committee of the Board of Directors and chair of that
committee and Mr. Detweiler was named a member of the Nominating and Governance
Committee of the Board of Directors.
Mr. Detweiler is currently a Managing
Director and principal of Carlisle Enterprises, LLC, a private equity investment
firm, and is a member of the board of directors of Aeromet Holding, Inc., Hyco
International, Inc. and UVP, Inc.
Mr. Sebastian is president and Chief
Executive Officer of MW Industries, Inc., a manufacturer of springs and
specialty fasteners, and is a member of the board of directors of Scovill Inc.
and the Spring Manufacturers Institute.
Also on June 24, 2008, GSC Secondary
Interest Fund, LLC, a Delaware limited liability company and the initial
stockholder of the Company, agreed to transfer to each of Messrs. Detweiler and
Sebastian 5,000 shares of the Company’s common stock, subject to consummation by
the Company of its initial business combination, expiration of transfer
restrictions applicable to such common stock and certain other terms and
conditions. A copy of the agreements relating to such transfers are
attached as Exhibits 99.1 and 99.2 hereto.
Section
9. Exhibits
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Item
9.01. Exhibits.
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(d) Exhibits. The following
exhibits are being furnished as part of this Report.
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Exhibit
Number
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Description
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99.1
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Initial
Founder’s Shares Transfer Agreement June 24, 2008 among GSC Acquisition
Company, GSC Secondary Interest Fund, LLC and Richard W.
Detweiler
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99.2
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Initial
Founder’s Shares Transfer Agreement dated June 24, 2008 among GSC
Acquisition Company, GSC Secondary Interest Fund, LLC and Daniel R.
Sebastian
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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 hereunto
duly authorized.
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GSC
Acquisition Company
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Date:
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June
24, 2008
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By:
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/s/
Peter Frank
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Name:
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Peter
R. Frank
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Title:
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Chief
Executive Officer
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