Current Report Filing (8-k)
November 07 2013 - 5:14PM
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):
November 1, 2013
QUARTET MERGER CORP.
(Exact Name of Registrant as Specified in
Charter)
Delaware |
001-36139 |
46-2596459 |
(State or Other Jurisdiction |
(Commission |
(IRS Employer |
of Incorporation) |
File Number) |
Identification No.) |
777 Third Avenue, 37th Floor, New York,
New York 10017
(Address of Principal Executive Offices)
(Zip Code)
(212) 319-7676
(Registrant’s Telephone Number, Including
Area Code)
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):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
Item 8.01. Other Events.
On November 1,
2013, Quartet Merger Corp. (the “Company”) consummated the initial public offering (“IPO”) of
8,400,000 of its units (“Units”). Each Unit consists of one share of common stock, $.0001 par value per share
(“Common Stock”), and one right (“Right”) to automatically receive one-tenth of one share of Common
Stock upon consummation of the Company’s initial business combination. The Units were sold at an offering price of
$10.00 per Unit, generating gross proceeds of $84,000,000.
Simultaneously
with the consummation of the IPO, the Company consummated the private placement (“Private Placement”) of 542,500 Units
(“Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating total proceeds of $5,425,000.
Of the Private Placement Units, 500,500 were purchased by the initial stockholders of the Company and 42,000 were purchased by
EarlyBirdCapital, Inc., the representative of the underwriters of the IPO (“EBC”), and its designees. The Private Placement
Units are identical to the Units sold in the IPO. However, the holders of the Private Placement Units have agreed (A) to vote their
private shares in favor of any proposed business combination, (B) not to propose, or vote in favor of, an amendment to the Company’s
amended and restated certificate of incorporation with respect to the Company’s pre-business combination activities prior
to the consummation of such a business combination, (C) not to convert any private shares into the right to receive cash from thetrust
account in connection with a stockholder vote to approve the Company’s proposed initial business combination or a vote to
amend the provisions of the Company’s amended and restated certificate of incorporation relating to stockholders’ rights
or pre-business combination activity and (D) that such private shares shall not participate in any liquidating distribution upon
winding up if a business combination is not consummated. Additionally, the purchasers have agreed not to transfer, assign or sell
any of the Private Placement Units (except to certain permitted transferees) until the completion of the Company’s initial
business combination.
An audited balance
sheet as of November 1, 2013 reflecting receipt of the proceeds received by the Company in connection with the consummation of
the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form
8-K. A copy of the press releases issued by the Company announcing the pricing of the IPO and consummation of the IPO and Private
Placement are included as Exhibits 99.2 and 99.3 to this Current Report on Form 8-K.
Also on November 1,
2013, EBC notified the Company that it exercised its over-allotment option to the full extent to purchase an additional 1,260,000
Units.
On November 5, 2013,
the Company consummated the closing of the over-allotment option. The units sold pursuant to the over-allotment option were sold
at an offering price of $10.00 per Unit, generating gross proceeds of $12,600,000. In a private sale
that took place simultaneously with the consummation of the exercise of the over-allotment option, certain of the initial stockholders
of the Company and EBC purchased an additional 65,625 units at $10.00 per unit. Of the gross proceeds of the units sold
pursuant to the over-allotment option and the additional 65,625 private units, $12,846,750 was placed in trust, for a total of
$98,491,750 placed in trust, or approximately $10.20 per share sold in the IPO.
Item 9.01. Financial Statement
and Exhibits.
(d) Exhibits:
| 99.1 | Audited Balance Sheet. |
| 99.2 | Press Release Announcing Pricing of IPO. |
| 99.3 | Press Release Announcing Consummation of IPO. |
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.
Dated: November 7, 2013
QUARTET MERGER CORP.
Name: Eric S. Rosenfeld
| Title: | Chief Executive Officer |
EXHIBIT INDEX
| 99.1 | Audited Balance Sheet. |
| 99.2 | Press Release Announcing Pricing of IPO. |
| 99.3 | Press Release Announcing Consummation of IPO. |
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