Harbor Acquisition Corp. - Current report filing (8-K)
01 Februar 2008 - 11:26PM
Edgar (US Regulatory)
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
February 1,
2008
Date of Report (Date of earliest event reported
)
HARBOR
ACQUISITION
CORPORATION
(Exact name of
registrant as specified in its charter)
Delaware
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001-32688
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56-2518836
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(State or other
jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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400 Crown Colony Drive, Suite 104, Quincy, MA
02169
(Address of
principal executive offices) (Zip Code)
(
617) 472-2805
(Registrants telephone number, including area code)
(Former Name or
Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
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
FR 240.13e-4(c))
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Item
1.02. Termination of a Material
Definitive Agreement.
Elmet Technologies, Inc. (Elmet)
and the Elmet Stockholders Representative have notified Harbor Acquisition
Corporation (Harbor) that, effective as of 4:00 pm on February 1,
2008, Elmet and the Elmet Stockholders
Representative have elected to exercise their right to terminate the Stock
Purchase Agreement dated October 17, 2006, as amended (the Stock Purchase
Agreement), relating to the proposed acquisition of Elmet by Harbor, due to
the failure of Harbor to obtain stockholder approval of the acquisition within
the required timeframe.
Item 8.01. Other Events.
On February 1, 2008, Harbor issued a
press release announcing that (i) Elmet and the Elmet Stockholders
Representative have delivered a notice of termination of the Stock Purchase
Agreement, (ii) in light of that termination notice from Elmet and the
Elmet Stockholders Representative, Harbor now anticipates that the special
meeting of the Harbor stockholders which had previously been adjourned until February 8,
2008 will be completed on that date without a formal vote on the Stock Purchase
Agreement being taken, (iii) based upon the proxies received from Harbor
stockholders through the date of the press release, it appears the Stock
Purchase Agreement would not have been approved if such a formal vote were
taken and that holders of more than 20.0% of the 13.8 million shares of Harbor
common stock issued in Harbors public offering would have voted against the
acquisition and exercised their rights to convert their shares into a pro rata
portion of Harbors trust established at the time of the public offering, and (iv) since
Harbor now anticipates that it will not be able to complete its proposed
acquisition of Elmet by April 30, 2008, the Harbor Board of Directors will
consider alternatives that may be in the best interests of the Harbor stockholders,
including the adoption of a plan of dissolution and liquidation in accordance
with applicable provisions of Delaware law. A copy of that press release is
filed as Exhibit 99.1 to this report.
Item 9.01. Financial Statements
and Exhibits
Exhibits.
Exhibit No.
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Description
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99.1
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February 1, 2008.
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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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HARBOR
ACQUISITION CORPORATION
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Date: February 1,
2008
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By:
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/s/ Robert J. Hanks
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Name:
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Robert J. Hanks
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Title:
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Chief Executive Officer
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2
EXHIBIT INDEX
Number
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Description
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99.1
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Press release dated
February 1, 2008.
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3
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