- Current report filing (8-K)
December 08 2010 - 4:41PM
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
Date of Report (Date of Earliest Event Reported): December 2, 2010
NATIONAL COAL CORP.
(Exact name of registrant as specified in its charter)
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Florida
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0-26509
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65-0601272
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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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8915 George Williams Road
Knoxville, Tennessee 37923
(Address of Principal Executive Offices/Zip Code)
(865) 690-6900
(Registrants telephone number, including area code)
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)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange ct (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-4c))
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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Results of Special Meeting
A special meeting of the stockholders of
National Coal Corp. (the Company or National Coal) was held on December 2, 2010 (the Special Meeting), to vote upon the following proposals: (1) A proposal to adopt the Agreement and Plan of Merger,
dated as of September 27, 2010, by and among National Coal Corp., Ranger Energy Investments, LLC (Ranger), and Ranger Coal Holdings, LLC, a wholly-owned subsidiary of Ranger (Proposal One), and (2) a proposal to
adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement (Proposal Two).
As of October 19, 2010, the record date for determining the National Coal stockholders entitled to vote on the proposals presented
at the Special Meeting (the Record Date), there were 8,545,765 shares of National Coal common stock issued and outstanding. At the Special Meeting, the holders of 4,797,735 shares of National Coals issued and outstanding common
stock were represented in person or by proxy, constituting a quorum. The approval of Proposal One required the affirmative vote of the holders of a majority of the outstanding shares of National Coal common stock entitled to vote at the Special
Meeting in person or by proxy, in accordance with Florida law.
At the Special Meeting, Proposal One was approved by
stockholders representing approximately 52% of the outstanding shares of National Coal common stock entitled to vote at the Special Meeting, in person or by proxy, as of the Record Date; therefore, the vote to approve Proposal Two was not necessary.
The final voting results for Proposal One are set forth below:
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FOR
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AGAINST
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ABSTAIN
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4,448,424
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342,563
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6,748
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The Merger remains
subject to the satisfaction or waiver of certain other closing conditions set forth in the Merger Agreement.
On
December 3, 2010, the Company issued a press release announcing the results of the Special Meeting and that the Company expects that the merger will be completed by December 15, 2010.
A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
Cautionary Statement Regarding Forward-Looking Statements
This document contains forward-looking statements that include information relating to future events which represent the
parties current intentions, plans, expectations and beliefs and involve risks and uncertainties that could cause actual events to differ materially from the events described in this document, including risks or uncertainties related to the
anticipated closing of the merger, as well as changes in general economic conditions, stock market trading conditions, tax law requirements or government regulation, and changes in the coal industry or the business or prospects of National Coal.
Some of the factors that could cause results to differ materially from the expectations expressed in these forward-looking statements include the following: the risk that the proposed transaction may not be completed in a timely manner, if at all;
the risk that a condition to closing of the proposed transaction may not be satisfied; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; risks related to the successful
offering of the combined companys products and services; the risk that the anticipated benefits of the merger may not be realized; and other risks that may impact National Coals businesses, some of which are discussed in the National
Coals reports filed with the Securities and Exchange Commission (the SEC) under the caption Risk Factors and elsewhere, including, without limitation, National Coals 10-K for the year ended December 31, 2009
and 10-Qs for the quarters ended March 31, 2010, June 30, 2010 and September 30, 2010. Copies of National Coals filings with the SEC can be obtained on their website, or at the SECs website at www.sec.gov. You can
also obtain National Coals reports through its website at http://www.nationalcoal.com. Any forward-looking statement is qualified by reference to these risks, uncertainties and factors.
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If any of these risks or uncertainties materializes, the merger may not be consummated, the
potential benefits of the merger may not be realized, the operating results of National Coal could suffer, and actual results could differ materially from the expectations described in these forward-looking statements. Forward-looking statements
speak only as of the date of the document in which they are made. These risks, uncertainties and factors are not exclusive, and National Coal undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or
circumstances that may arise after the date of this document.
Item 9.01.
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Financial Statements and Exhibits
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The following
exhibits are filed herewith:
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Exhibit
Number
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Description
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99.1
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Press release issued by National Coal Corp., dated December 3, 2010.
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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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NATIONAL COAL CORP.
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Date: December 8, 2010
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By:
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S
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ES
W
AGNER
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Les Wagner
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Interim Chief Financial Officer
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