- Amended Current report filing (8-K/A)
December 04 2009 - 8:29AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT
NO. 1 TO
FORM 8-K
ON
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
November 9, 2009
GLOBAL BRANDS ACQUISITION CORP.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-33855
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26-0482599
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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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11 West 42
nd
Street, 21
st
Floor
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New York, New York
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10036
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code:
212-201-8118
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.02 Termination of a Material Definitive Agreement.
On November 9, 2009, Global Brands Acquisition Corp. (Global Brands) entered into the
previously announced Framework Agreement (the Framework Agreement) with Gerrity International,
LLC (the Gerrity Group). The material terms and conditions of the Framework Agreement were
disclosed in Global Brands Current Report on Form 8-K filed on November 9, 2009, and, to the
extent required by Item 1.02 of Form 8-K, those descriptions are incorporated by reference herein.
On December 4, 2009, the parties mutually agreed to terminate the Framework Agreement and
Global Brands issued a press release announcing the termination of the Framework Agreement and the
cancellation of its special meeting of its stockholders to vote on the proposed amendments to
Global Brands amended and restated certificate of incorporation, which had been scheduled for
11:00 a.m. EST on Friday, December 4, 2009. A copy of the press release is attached hereto as
exhibit 99.3.
Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits:
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Exhibit
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Description
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2.1
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Framework Agreement, dated as of November 9, 2009, by and among Global Brands Acquisition
Corp. and Gerrity International, LLC.*
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99.1
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Press release of Global Brands Acquisition Corp. dated November 9, 2009.*
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99.2
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Investor Presentation.*
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99.3
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Press release of Global Brands Acquisition Corp. dated December 4, 2009.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Dated: December 4, 2009
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GLOBAL BRANDS ACQUISITION CORP.
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By:
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/s/ Joel J. Horowitz
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Joel J. Horowitz
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Chief Executive Officer
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Global Brands Acquisition Corp. (AMEX:GQN)
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