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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 2 to

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): July 2, 2007

American Community Newspapers Inc.

(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.)
14875 Landmark Boulevard, Suite 110, Addison, TX (Address of Principal Executive Offices)		75254 (Zip Code)

(972) 628-4080
Registrant’s telephone number, including area code:

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o 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))

THIS AMENDMENT IS BEING FILED SOLELY TO INCLUDE EXHIBITS NOT PREVIOUSLY FILED.

Item 9.01. Financial Statements and Exhibits.

Exhibits.

Exhibit	Description
2.1	Asset Purchase Agreement, dated as of January 24, 2007, as amended, by and among Registrant, American Community Newspapers LLC and ACN Holding LLC. (included as Annex A of the Definitive Proxy Statement (No. 001-32549), filed June 15, 2007 and incorporated by reference herein)
2.2	Letter Agreement, dated June 29, 2007, by and among Registrant, American Community Newspapers LLC and ACN Holding LLC*
3.1	Amended and Restated Certificate of Incorporation of Registrant*
3.2	Bylaws of the Registrant (incorporated by reference from Exhibit 3.2 to Registrant’s Registration Statement on Form S-1 (File No. 333-124380) filed April 27, 2005)
3.3	Certificate of Designations, Rights and Preferences of the Series A Redeemable Preferred Stock*
4.1	Specimen Unit Certificate**
4.2	Specimen Common Stock Certificate**
4.3	Specimen Warrant Certificate**
4.4	Form of Unit Purchase Option (incorporated by reference from Exhibit 4.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-124380) filed April 27, 2005)
4.5	Amendment to Unit Purchase Option (incorporated by reference from Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed October 25, 2006)
4.6	Amendment No. 2 to Unit Purchase Option, dated July 2, 2007*
4.7	Warrant Agreement (incorporated by reference from Exhibit 4.5 to Registrant’s Registration Statement on Form S-1 (File No. 333-124380) filed April 27, 2005)
4.8	Warrant Clarification Agreement (incorporated by reference from Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed October 25, 2006)
10.1	Credit Agreement, dated as of June 29, 2007, by, between and among ACN OPCO LLC, Registrant, Bank of Montreal, Chicago Branch, for itself as lender and as administrative agent for all lenders, and the financial institutions listed on the signature pages thereto*

2

10.2	Credit Agreement, dated as of June 29, 2007, between Registrant and Ares Capital Corporation, as initial lender*
10.3	Employment Agreement, dated January as of January 24, 2007, between Registrant and Eugene M. Carr (included as Annex H of the Definitive Proxy Statement (No. 001-32549), filed June 15, 2007 and incorporated by reference herein)
10.4	Employment Agreement, dated January as of January 24, 2007, between Registrant and Daniel J. Wilson (included as Annex I of the Definitive Proxy Statement (No. 001-32549), filed June 15, 2007 and incorporated by reference herein)
10.5	Employment Agreement, dated January as of January 24, 2007, between Registrant, Jeffrey B. Coolman (included as Annex J of the Definitive Proxy Statement (No. 001-32549), filed June 15, 2007 and incorporated by reference herein)
10.6	Registration Rights Agreement, dated July 2, 2007, by and among Registrant and the stockholders listed on the signature page therein.*
10.7	Escrow Agreement, dated July 2, 2007, between ACN OPCO LLC, American Community Newspapers LLC and Continental Stock Transfer & Trust Company (included as Annex F of the Definitive Proxy Statement (No. 001-32549), filed June 15, 2007 and incorporated by reference herein)
10.8	Form of Registration Rights Agreement (“RRA Agreement”) by and among Registrant and the stockholders listed on the signature page therein (incorporated by reference from Exhibit 10.17 to Regisrtant’s Registration Statement on Form S-1 (File No. 333-124380) filed April 27, 2005)
10.9	Amendment to RRA Agreement, dated July 2, 2007*
10.10	Registrant’s 2007 Long Term Incentive Equity Plan (included as Annex C of the Definitive Proxy Statement (No. 001-32549), filed June 15, 2007 and incorporated by reference herein)
14.1	Registrant’s Code of Ethics*
21.1	List of Subsidiaries*
99.1	Audit Committee Charter (incorporated by reference from Exhibit 99.2 to Amendment No. 3 of Courtside’s Registration Statement on Form S-1 (File No. 333-124380) filed June 27, 2005)
99.2	Nominating Committee Charter (incorporated by reference from Exhibit 99.3 to Amendment No. 3 of Courtside’s Registration Statement on Form S-1 (File No. 333-124380) filed June 27, 2005)

* Previously filed

** Filed herewith

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: August 22, 2007

AMERICAN COMMUNITY NEWSPAPERS INC.
By:	/s/ Gene Carr
	Name:	Gene Carr
	Title:	Chairman of the Board, President and Chief Executive Officer

EXHIBIT INDEX

Exhibit	Description
2.1	Asset Purchase Agreement, dated as of January 24, 2007, as amended, by and among Registrant, American Community Newspapers LLC and ACN Holding LLC. (included as Annex A of the Definitive Proxy Statement (No. 001-32549), filed June 15, 2007 and incorporated by reference herein)
2.2	Letter Agreement, dated June 29, 2007, by and among Registrant, American Community Newspapers LLC and ACN Holding LLC*
3.1	Amended and Restated Certificate of Incorporation of Registrant*
3.2	Bylaws of the Registrant (incorporated by reference from Exhibit 3.2 to Registrant’s Registration Statement on Form S-1 (File No. 333-124380) filed April 27, 2005)
3.3	Certificate of Designations, Rights and Preferences of the Series A Redeemable Preferred Stock*
4.1	Specimen Unit Certificate**
4.2	Specimen Common Stock Certificate**
4.3	Specimen Warrant Certificate**
4.4	Form of Unit Purchase Option (incorporated by reference from Exhibit 4.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-124380) filed April 27, 2005)
4.5	Amendment to Unit Purchase Option (incorporated by reference from Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed October 25, 2006)
4.6	Amendment No. 2 to Unit Purchase Option, dated July 2, 2007*
4.7	Warrant Agreement (incorporated by reference from Exhibit 4.5 to Registrant’s Registration Statement on Form S-1 (File No. 333-124380) filed April 27, 2005)
4.8	Warrant Clarification Agreement (incorporated by reference from Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed October 25, 2006)
10.1	Credit Agreement, dated as of June 29, 2007, by, between and among ACN OPCO LLC, Registrant, Bank of Montreal, Chicago Branch, for itself as lender and as administrative agent for all lenders, and the financial institutions listed on the signature pages thereto*
10.2	Credit Agreement, dated as of June 29, 2007, between Registrant and Ares Capital Corporation, as initial lender*

5

10.3	Employment Agreement, dated January as of January 24, 2007, between Registrant and Eugene M. Carr (included as Annex H of the Definitive Proxy Statement (No. 001-32549), filed June 15, 2007 and incorporated by reference herein)
10.4	Employment Agreement, dated January as of January 24, 2007, between Registrant and Daniel J. Wilson (included as Annex I of the Definitive Proxy Statement (No. 001-32549), filed June 15, 2007 and incorporated by reference herein)
10.5	Employment Agreement, dated January as of January 24, 2007, between Registrant, Jeffrey B. Coolman (included as Annex J of the Definitive Proxy Statement (No. 001-32549), filed June 15, 2007 and incorporated by reference herein)
10.6	Registration Rights Agreement, dated July 2, 2007, by and among Registrant and the stockholders listed on the signature page therein.*
10.7	Escrow Agreement, dated July 2, 2007, between ACN OPCO LLC, American Community Newspapers LLC and Continental Stock Transfer & Trust Company (included as Annex F of the Definitive Proxy Statement (No. 001-32549), filed June 15, 2007 and incorporated by reference herein)
10.8	Form of Registration Rights Agreement (“RRA Agreement”) by and among Registrant and the stockholders listed on the signature page therein (incorporated by reference from Exhibit 10.17 to Regisrtant’s Registration Statement on Form S-1 (File No. 333-124380) filed April 27, 2005)
10.9	Amendment to RRA Agreement, dated July 2, 2007*
10.10	Registrant’s 2007 Long Term Incentive Equity Plan (included as Annex C of the Definitive Proxy Statement (No. 001-32549), filed June 15, 2007 and incorporated by reference herein)
14.1	Registrant’s Code of Ethics*
21.1	List of Subsidiaries*
99.1	Audit Committee Charter (incorporated by reference from Exhibit 99.2 to Amendment No. 3 of Courtside’s Registration Statement on Form S-1 (File No. 333-124380) filed June 27, 2005)
99.2	Nominating Committee Charter (incorporated by reference from Exhibit 99.3 to Amendment No. 3 of Courtside’s Registration Statement on Form S-1 (File No. 333-124380) filed June 27, 2005)

* Previously filed

** Filed herewith

6

EX-4.1

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP 02520T 20 2

AMERICAN COMMUNITY NEWSPAPERS INC.

UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND TWO WARRANTS EACH TO PURCHASE ONE SHARE OF COMMON STOCK

Each Unit (“Unit”) consists of one (1) share of common stock, par value $.0001 per share (“Common Stock”), of American Community Newspapers Inc., a Delaware corporation (the “Company”), and
two warrants (the “Warrants”). Each Warrant entities the holder to purchase one (1) share of Common Stock for $5.00 per share (subject to adjustment). Each Warrant will become exercisable on the
later of (i) the Company’s completion of a merger, capital stock exchange, asset acquisition or other similar business combination and (ii) June 30, 2006, and will expire unnless exercised before 5:00
p.m., New York City Time, on June 29, 2009, or earlier upon redemption (the “Expiration Date”). The Common Stock and Warrants comprising the Units represented by this certificate are not
transferable separately prior to September 28, 2005, subject to earlier separation in the discretion of EarlyBirdCapital, Inc. The terms of the Warrants are governed by a Warrant Agreement, dated as of
June 30, 2005, between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and
provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement are on file at the office of the Warrant Agent at 17 Battery Place, New York, New York
10004, and are available to any Warrant holder on written request and without cost.

This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company.

Witness the facsimile seal of the Company and the facsimile signature of its duly authorized officers.

By

Secretary

CHIEF EXECUTIVE OFFICER

American Community Newspapers Inc.

The Company will furnish without charge to each stockholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	–	as tenants in common	UNIF GIFT MIN ACT– _____________Custodian_____________
TEN ENT	–	as tenants by the entireties	(Cust)                               (Minor)
JT TEN	–	as joint tenants with right of survivorship	under Uniform Gifts to Minors
		and not as tenants in common	Act _______________________
			(State)

Additional Abbreviations may also be used though not in the above list.

For value received, _____________________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
		Units
represented by the within Certificate, and do hereby irrevocably constitute and appoint
	Attorney
to transfer the said Units on the books of the within named Company with full power of substitution in the premises.

Dated ____________________

	Notice:	The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.
Signature(s) Guaranteed:
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).

EX-4.2

AMERICAN COMMUNITY NEWSPAPERS INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

COMMON STOCK

SEE REVERSE FOR
CERTAIN DEFINITIONS

CUSIP 02520T 10 3

FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.0001 EACH OF THE COMMON STOCK OF

Dated:

SECRETARY

CHIEF EXECUTIVE OFFICER

American Community Newspapers Inc.

The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the Certificate of Incorporation and all amendments thereto and resolutions of the Board of Directors providing for the issue of shares of Preferred Stock (copies of which may be obtained from the secretary of the Corporation), to all of which the holder of this certificate by acceptance hereof assents.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	–	as tenants in common	UNIF GIFT MIN ACT– _____________Custodian_____________
TEN ENT	–	as tenants by the entireties	(Cust)                               (Minor)
JT TEN	–	as joint tenants with right of survivorship	Under Uniform Gifts to Minors
		and not as tenants in common	Act _______________________
			(State)

Additional Abbreviations may also be used though not in the above list.

For value received, _____________________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
		shares
of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
	Attorney
to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

Dated ____________________

	Notice:	The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.
Signature(s) Guaranteed:
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN, ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).

The holder of this certificate shall be entitled to receive funds from the trust fund only in the event of the Company’s liquidation upon failure to consummate a business combination or if the holder seeks to concert his respective shares into cash upon a business combination which he voted against and which is actually completed by the Company. In no other circumstances shall the holder have any right or interest of any kind in or to the trust fund.

EX-4.3

SUBSCRIPTION FORM

To Be Executed by the Registered Holder in Order to Exercise Warrants

The undersigned Registered Holder irrevocably elects to exercise Warrants represented by this Warrant Certificate, and to purchase the shares of Common Stock issuable upon the exercise of such Warrants, and requests that Certificates for such shares shall be issued in the name of

(PLEASE TYPE OR PRINT NAME AND ADDRESS)

(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)

and be delivered to

(PLEASE PRINT OR TYPE NAME AND ADDRESS)

and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the name of, and delivered to, the Registered Holder at the address stated below:

Dated:
	(SIGNATURE)
	(ADDRESS)
	(TAX IDENTIFICATION NUMBER)

ASSIGNMENT

To Be Executed by the Registered Holder in Order to Assign Warrants

For Value Received, _______________________ hereby sell, assign, and transfer unto

(PLEASE TYPE OR PRINT NAME AND ADDRESS)

(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)

and be delivered to

(PLEASE PRINT OR TYPE NAME AND ADDRESS)

of the Warrants represented by this Warrant Certificate, and hereby irrevocably constitute and appoint  Attorney to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises.

Dated:
	(SIGNATURE)

THE SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE PACIFIC STOCK EXCHANGE OR CHICAGO STOCK EXCHANGE.