- Current report filing (8-K)
September 25 2009 - 4:21PM
Edgar (US Regulatory)
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): September 25, 2009
Highlands Acquisition
Corp.
(Exact
name of registrant as specified in its charter)
Delaware
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001-33681
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20-8924044
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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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One Paragon Drive, Suite 125, Montvale, New
Jersey
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07645
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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:
(201)
573-8400
N/A
(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:
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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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Item
3.01. Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
The information set forth below under
Item 8.01 is incorporated herein by reference.
Item 8.01. Other
Events.
On September 25, 2009, Highlands
Acquisition Corp. (the “Company”) issued a press release announcing that the
Board of Directors of the Company had approved a plan of liquidation (the “Plan
of Liquidation”). A copy of the form of Plan of Liquidation is
attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated
in this Item 8.01 by reference. As of the close of business on
October 2, 2009, the Company’s share transfer books will close and the NYSE Amex
will suspend trading. Since the Company will not consummate a
business combination by October 3, 2009, the time frame required by its amended
and restated certificate of incorporation and the terms of its initial public
offering, the Company’s existence will terminate and the Company has adopted the
Plan of Liquidation in accordance with its amended and restated certificate of
incorporation and applicable Delaware law.
The Company expects to distribute the
amounts held in its trust account, which consist of proceeds from the Company’s
initial public offering, together with the deferred portion of the underwriters’
discount and commission and unexpended interest (net of applicable taxes and
reserves for contingent liabilities). Liquidating distributions will
be made to holders of shares of the Company’s common stock issued in the
Company’s initial public offering payable upon presentation of certificates
evidencing shares of the Company’s common stock. Stockholders whose
stock is held in “street name” through a broker will automatically receive
payment through the Depository Trust Company. The liquidating
distribution is expected to be approximately $9.85 per share. In
addition, if and when received by the Company, stockholders will receive their
proportionate share of any federal tax refund claimed by the Company in the
Company’s 2009 federal income tax return. No payments will be made
with respect to any of the Company’s outstanding warrants or shares of common
stock that were issued prior to the Company’s initial public
offering.
The
Company will deregister its securities under the Securities and Exchange Act of
1934, as amended, and delist its shares on the NYSE Amex. As a
result, the Company will no longer be a public reporting company and its
securities will cease trading on the NYSE Amex as of the close of business on
October 2, 2009.
The full
text of the press release is attached hereto as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated in this Item 8.01 by
reference.
Item
9.01. Financial
Statements and Exhibits.
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Description
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2.1
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Form
of Plan of Liquidation of Highlands Acquisition Corp.
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99.1
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Press
Release dated September 25, 2009.
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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.
Dated:
September 25, 2009
HIGHLANDS
ACQUISITION CORP.
By:
/s/ Philip A.
Baratelli
Name: Philip
A. Baratelli
Title: Chief
Financial Officer
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Exhibit
Index
Number
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Exhibit
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2.1
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Form
of Plan of Liquidation of Highlands Acquisition Corp.
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99.1
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Press
Release dated September 25,
2009.
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