-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AnbpB3WgdDFOOtAAZcocGCu9qjplPlc9IQt7OxLFDxFI7wvMdnGU3E94Qk1G7/4D Q5GxlRrXIPfoVaxFiuQh6w== 0000950136-07-003485.txt : 20070514 0000950136-07-003485.hdr.sgml : 20070514 20070514170930 ACCESSION NUMBER: 0000950136-07-003485 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070514 DATE AS OF CHANGE: 20070514 EFFECTIVENESS DATE: 20070514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Courtside Acquisition Corp CENTRAL INDEX KEY: 0001321544 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 202521288 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-32549 FILM NUMBER: 07847394 BUSINESS ADDRESS: STREET 1: 1700 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-641-5000 MAIL ADDRESS: STREET 1: 1700 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10019 DEFA14A 1 file1.htm FORM 8-K
 
 

 

 

 

 

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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): May 14, 2007

COURTSIDE ACQUISITION CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

     
001-32549
(Commission File Number)
  20-2521288
(IRS Employer Identification No.)
     
1700 Broadway, 17th Floor, New York, New York
(Address of Principal Executive Offices)
  10019
(Zip Code)

(212) 641-5000
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):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
x   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))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

COURTSIDE ACQUISITION CORP. (“COURTSIDE”) IS HOLDING PRESENTATIONS FOR CERTAIN OF ITS STOCKHOLDERS, AS WELL AS OTHER PERSONS WHO MIGHT BE INTERESTED IN PURCHASING COURTSIDE SECURITIES, REGARDING ITS ACQUISITION OF SUBSTANTIALLY ALL OF THE ASSETS OF AMERICAN COMMUNITY NEWSPAPERS LLC (“ACN”), AS DESCRIBED IN COURTSIDE’S CURRENT REPORT ON FORM 8-K DATED JANUARY 24, 2007, AS AMENDED, AND ITS CURRENT REPORT ON FORM 8-K DATED MAY 2, 2007. SUCH CURRENT REPORTS AND THIS CURRENT REPORT, INCLUDING SOME OR ALL OF THE EXHIBITS THERETO OR HERETO, WILL BE MADE AVAILABLE TO PARTICIPANTS AT SUCH PRESENTATIONS.

EARLYBIRDCAPITAL, INC. (“EBC”), THE MANAGING UNDERWRITER OF COURTSIDE’S INITIAL PUBLIC OFFERING (“IPO”) CONSUMMATED IN JULY 2005, IS ASSISTING COURTSIDE IN THESE EFFORTS, WITHOUT CHARGE, OTHER THAN THE REIMBURSEMENT OF ITS OUT-OF-POCKET EXPENSES. COURTSIDE, ACN AND EBC AND THEIR RESPECTIVE DIRECTORS AND EXECUTIVE OFFICERS MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICIATION OF PROXIES FOR THE SPECIAL MEETING OF COURTSIDE STOCKHOLDERS TO BE HELD TO APPROVE THE ACQUISITION.

STOCKHOLDERS OF COURTSIDE AND OTHER INTERESTED PERSONS ARE ADVISED TO READ, WHEN AVAILABLE, COURTSIDE’S PRELIMINARY PROXY STATEMENT AND DEFINITIVE PROXY STATEMENT IN CONNECTION WITH COURTSIDE’S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING BECAUSE THESE PROXY STATEMENTS WILL CONTAIN IMPORTANT INFORMATION. SUCH PERSONS CAN ALSO READ COURTSIDE’S FINAL PROSPECTUS, DATED JUNE 30, 2005, FOR A DESCRIPTION OF THE SECURITY HOLDINGS OF THE COURTSIDE OFFICERS AND DIRECTORS AND OF EBC AND THEIR RESPECTIVE INTERESTS IN THE SUCCESSFUL CONSUMMATION OF THIS BUSINESS COMBINATION. THE DEFINITIVE PROXY STATEMENT WILL BE MAILED TO STOCKHOLDERS AS OF A RECORD DATE TO BE ESTABLISHED FOR VOTING ON THE ACQUISITION. STOCKHOLDERS WILL ALSO BE ABLE TO OBTAIN A COPY OF THE DEFINITIVE PROXY STATEMENT, WITHOUT CHARGE, BY DIRECTING A REQUEST TO: COURTSIDE ACQUISITION CORP., 1700 BROADWAY, 17TH FLOOR, NEW YORK, N.Y. 10019. THE PRELIMINARY PROXY STATEMENT AND THE DEFINITIVE PROXY STATEMENT, ONCE AVAILABLE, MAY ALSO BE OBTAINED, WITHOUT CHARGE, AT THE SECURITIES AND EXCHANGE COMMISSION’S INTERNET SITE (http://www.sec.gov).

 

 

2

 


Item 8.01

Other Events.

On May 14, 2007, Courtside Acquisition Corp. (“Courtside”) announced that Richard D. Goldstein, Courtside’s Chairman of the Board and Chief Executive Officer, Bruce M. Greenwald, Courtside’s President, and an entity controlled by Oded Aboodi, Courtside’s Special Advisor,, have entered into written plans to purchase an aggregate of 1,500,000 shares of common stock of Courtside pursuant to Rules 10b5-1 and 10b-18 of the Securities Exchange Act of 1934. A copy of the press release for such announcement is attached to this Report as Exhibit 99.1.

Item 9.01

Financial Statements, Pro Forma Financial Information and Exhibits.

(c)

Exhibits:

 

Exhibit

 

Description

99.1

 

Press release of Courtside Acquisition Corp. dated May 14, 2007.

 

 

3

 


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:   May 14, 2007

 

COURTSIDE ACQUISITION CORP.

 

 

 

 

 

By: 


/s/ Richard D. Goldstein

 

 

Name: 

Richard D. Goldstein

 

 

Title:

Chairman and Chief Executive Officer

 

 

4

 


EX-99.1 2 file2.htm PRESS RELEASE DATED MAY 14, 2007

FOR IMMEDIATE RELEASE

            COURTSIDE ACQUISITION CORP. AFFILIATES ANNOUNCE PURCHASE PLAN             

NEW YORK, NEW YORK, May 14, 2007 – Courtside Acquisition Corp. (“Courtside”) (AMEX: CRB) announced today that Richard D. Goldstein, Courtside’s Chairman of the Board and Chief Executive Officer, Bruce M. Greenwald, Courtside’s President, and an entity controlled by Oded Aboodi, Courtside’s Special Advisor, have entered into written plans to purchase an aggregate of 1,500,000 shares of common stock of Courtside pursuant to Rules 10b5-1 and 10b-18 of the Securities Exchange Act of 1934. Rule 10b5-1 allows officers and directors of public companies, at a time they are not aware of material nonpublic information, to adopt predetermined plans for purchasing or selling shares without regard to any subsequent non-public information the individual may receive. Rule 10b-18 provides a safe harbor from potential liability for stock price manipulation in connection with repurchases by or on behalf of an issuer or an affiliated purchaser of an issuer of common equity of the issuer if repurchases on any given day are made in accordance with the manner, timing, price and volume limitations of the rule. Messrs. Goldstein and Greenwald will each purchase up to a maximum of 555,000 shares of common stock and an entity controlled by Mr. Aboodi will purchase up to a maximum of 390,000 shares of common stock. These purchases will take place from time to time commencing on the date hereof. As previously announced, Courtside has entered into an Asset Purchase Agreement with American Community Newspapers LLC (“ACN”) providing for the purchase by Courtside (or a subsidiary of Courtside to be formed for such purchase) of substantially all of ACN’s assets and the assumption by Courtside (or such subsidiary, without the release of Courtside from its obligations) of certain of ACN’s liabilities.

About Courtside

Courtside is a blank check company organized as a corporation under the laws of the State of Delaware on March 18, 2005. It was formed to effect a business combination with an unidentified operating business. In July 2005, it consummated an IPO of its equity securities, from which it derived net proceeds of approximately $75.7, including proceeds from the exercise of the underwriters’ over-allotment option. As of March 31, 2007, Courtside held approximately $77.7 million in a trust account maintained by an independent trustee, which will be released to Courtside upon consummation of the acquisition of ACN.

Safe Harbor

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, about Courtside. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of Courtside’s management, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The information set forth herein should be read in light of such risks. Courtside does not assume any obligation to update the information contained in this press release.

###

For more information, please contact Corey Kinger or Jonathan Schaffer, both of Brainerd Communicators, Inc. at (212) 986-6667.

 

 


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