Item 7.01 Regulation FD Disclosure
The information contained in this Item 7.01 shall not be deemed to be incorporated by reference in
any filings under the Securities Act of 1933, as amended.
On August 27, 2007, JK Acquisition Corp. (“JKA”) and Multi-Shot, Inc., a Delaware corporation and
wholly-owned subsidiary of JKA (“MSI”), entered into the Second Amended and Restated Agreement and
Plan of Merger (the “Amended Merger Agreement”) with Multi-Shot, LLC, a Texas limited liability
company (“Multi-Shot”), Catalyst/Hall Growth Capital Management Co., LLC and SG-Directional, LLC,
as Members’ Representative (“Members’ Representative”), and the members of Multi-Shot (the
“Members”), pursuant to which Multi-Shot will merge with and into MSI (the “Merger”). The Amended
Merger Agreement fully amends and restates the First Amended and Restated Agreement and Plan of
Merger, dated February 14, 2007, by and among JKA, MSI, Multi-Shot, Catalyst/Hall Growth Capital
Management Co., LLC and the Members. Following completion of the Merger, it is anticipated that
JKA will change its name to MS Energy Services, Inc.
In connection with the Merger, JKA plans to hold presentations for certain of its stockholders and
other interested parties. At such presentations, the slide show presentation attached to this
Current Report on Form 8-K as Exhibit 99.1 will be distributed to participants.
Stockholders of JKA and other interested persons are advised to read JKA’s
definitive proxy statement in connection with JKA’s solicitation of proxies for the special
meeting of stockholders to be held in connection with the Merger
because the definitive proxy statement contains important
information. The definitive proxy statement has been mailed to
stockholders as of the record date established for voting on the
Merger. The definitive proxy statement can also be obtained without charge at the Securities and Exchange Commission’s internet site at
(http://www.sec.gov). Stockholders will also be able to obtain a copy of the definitive proxy
statement, without charge, by directing requests to: JK Acquisition Corp., 4400 Post Oak Parkway,
Suite 2530, Houston, Texas 77027.
JKA and the directors and executive officers of JKA may be deemed to be participating in the
solicitation of proxies in respect of the proposed Merger.
Information regarding the participants in the proxy solicitation,
including the underwriters and the officers and directors of JKA, and a
description of their direct and indirect interests in the Merger, by security holdings or
otherwise, is contained in the definitive proxy statement.
Item 8.01. Other Events
Postponement of Special Meeting
On January 15, 2008, JK Acquisition Corp. (“JKA”) announced that the special meeting of
its stockholders to vote on the proposed merger with Multi-Shot, LLC had been postponed until
January 28, 2008 at 10:00 a.m. (Central Standard Time). A
copy of the press release for such
announcement is included as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated
herein by reference.
Agreement with Pritchard Capital Partners, LLC
On January 11, 2008, Ferris, Baker Watts, Incorporated, as representative of the
underwriters of the initial public offering of units issued by JK Acquisition Corp. (“JKA”),
informed JKA that it had entered into an agreement (the “Pritchard Agreement”) with Pritchard
Capital Partners, LLC (“Pritchard”) regarding the marketing of JKA’s currently outstanding common
stock to prospective investors in connection with the proposed merger with Multi-Shot, LLC. The
terms of the merger are described in JKA’s definitive proxy
statement dated December 4, 2007.
Under the Pritchard Agreement, Pritchard may receive up to 50% of the
amount of the deferred
non-accountable expense allowance currently included in JKA’s trust account described in the
definitive proxy statement based on the number of shares sold to buyers for which Pritchard acts as
agent. Pritchard will not market any securities held by officers or directors of JKA. The Pritchard
Agreement is attached as Exhibit 99.3.
It is anticipated that Pritchard will market JKA common stock primarily to prospective buyers
interested in the merger with Multi-Shot. Although Pritchard will not solicit proxies from any
stockholder, such buyers will be likely to support the merger. As a result, Pritchard may be deemed
to be indirectly soliciting proxies through its marketing activities.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
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Exhibit No.
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Description
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99.1
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Slide Show Investor Presentation
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99.2
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Press
Release, dated January 15, 2008
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99.3
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Agreement
with Pritchard Capital Partners, LLC
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