8-K

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

November 14, 2006

Date of Report (Date of earliest event reported)

HARBOR ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-32688	56-2518836
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Boston Place, Suite 3630, Boston, MA 02108

(Address of principal executive offices) (Zip Code)

(617) 624-8409

(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:

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 FR 240.13e-4(c))

Item 1.01.Entry into a Material Definitive Agreement

On November 15, 2006, Harbor Acquisition Corporation (the “Company”) entered into a Warrant Clarification Agreement to clarify the terms of the Warrant Agreement, dated as of April 28, 2006, (the “Warrant Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent.

On November 14, 2006, the Company and Ferris, Baker Watts Incorporated entered into an amendment to the Unit Purchase Option issued in connection with the April 2006 initial public offering of the Company.

Both the Warrant Clarification Agreement and the amendment to the Unit Purchase Option, which are filed as exhibits to this Current Report on Form 8-K, clarified that in no event would the Company be obligated to pay cash or other consideration to the holders of the warrants or the purchase option or “net-cash settle” the obligations of the Company under either agreement.

Item 9.01. Financial Statements and Exhibits

(d)Exhibits

Exhibit No.	Description
4.4(a)	Warrant Clarification Agreement
4.5(a)	Amendment to Unit Purchase Option

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SIGNATURES

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.

	HARBOR ACQUISITION CORPORATION
Date: November 17, 2006	By:	/s/ Robert J. Hanks
		Robert J. Hanks
		Chief Executive Officer

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EX-4.4(A)

Exhibit 4.4(a)

WARRANT CLARIFICATION AGREEMENT

This WARRANT CLARIFICATION AGREEMENT (this “Agreement”), dated as of November 15, 2006, to the Warrant Agreement, dated as of April 28, 2006 (the “Warrant Agreement”), is made and entered into by and between Harbor Acquisition Corporation, a Delaware corporation (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).

WHEREAS, Section 3.3.2 of the Warrant Agreement provides that Company shall not be obligated to deliver any securities pursuant to the exercise of a warrant unless a registration statement under the Securities Act of 1933, as amended (“Securities Act”), with respect to the common stock is effective; and

WHEREAS, in furtherance of the foregoing, the Company’s final prospectus, dated April 27, 2006, indicated (i) that no warrant would be exercisable unless at the time of exercise a prospectus relating to the common stock issuable upon exercise of the warrant is current and the common stock has been registered under the Securities Act or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrant and (ii) that the warrant may be deprived of any value and the market for the warrant may be limited if the prospectus relating to the common stock issuable upon the exercise of the warrant is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holder of the warrant resides; and

WHEREAS, as a result of certain questions that have arisen regarding the accounting treatment applicable to the warrants, the parties hereto deem it necessary and desirable to amend the Warrant Agreement to clarify that the registered holders do not have the right to receive a net cash settlement in the event the Company does not maintain a current prospectus relating to the common stock issuable upon exercise of the warrants at the time such warrants are exercisable,

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree to amend the Warrant Agreement as set forth herein.

1.Warrant Agreement.  The Warrant Agreement is hereby amended by adding the following sentence as the penultimate sentence of Section 3.3.2:

“Furthermore, if the Company is unable to deliver any securities pursuant to the exercise of a Warrant as a result of the foregoing situation, the Company will have no obligation to pay such registered holder any cash or other consideration or otherwise “net-cash settle” the Warrant.”

2.Miscellaneous.

(a)           Governing Law.  The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.  The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.  The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.  Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.2 of the Warrant Agreement.  Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim.

(b)           Binding Effect.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective successors and assigns.

(c)           Entire Agreement.  This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them.  Except as set forth in this Agreement, provisions of the Warrant Agreement which are not inconsistent with this Agreement shall remain in full force and effect.  This Agreement may be executed in counterparts.

(d)           Severability.  This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof.  Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

IN WITNESS WHEREOF, the parties hereto have executed this Warrant Clarification Agreement as of the date first written above.

HARBOR ACQUISITION CORPORATION
By:	/s/ Robert J. Hanks
	Robert J. Hanks, Chief Executive Officer
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By:	/s/ Steven G. Nelson
	Steven G. Nelson, President

EX-4.5(A)

Exhibit 4.5(a)

AMENDMENT TO
UNIT PURCHASE OPTION

This AMENDMENT TO UNIT PURCHASE OPTION (this “Amendment”), dated November 14, 2006, is made by and between Harbor Acquisition Corporation, a Delaware corporation (the “Company”) and Ferris, Baker Watts Incorporated (“Holder”), to that certain Unit Purchase Option referred to below.

WHEREAS, the Company issued that certain Unit Purchase Option, dated May 1, 2006 (the “Unit Purchase Option”) in connection with the Company’s initial public offering and Holder is the owner of the Unit Purchase Option; and

WHEREAS, the parties hereto have agreed that the Unit Purchase Option be amended as set forth herein to clarify the understanding between the parties with respect to the terms of the Unit Purchase Option effective as of the date of its issuance,

NOW, THEREFORE, in consideration of the premises and of the agreements contained herein, the parties hereto hereby agree as follows:

1.             Amendment to the Unit Purchase Option.  To reflect the original intention of the parties, Section 5 of the Unit Purchase Option is and shall be amended by adding the following sentence at the end thereof:

“In no event shall the registered Holder of this Purchase Option be entitled to (i) to require the payment of cash in lieu of the issuance of shares upon exercise of this Purchase Option or otherwise “net-cash settle” the warrants, or (ii) receive any damages if any or all of the securities evidenced by this Purchase Option have not been registered by the Company pursuant to an effective registration statement unless the Company has failed to use its best efforts to have the securities registered.”

2.             Reference to and Effect on the Unit Purchase Option.  Upon the due execution and delivery of this Amendment by the parties hereto, on and after the date hereof each reference in the Unit Purchase Option to this “Purchase Option”, “hereunder,” “hereof,” “herein,” or words of like import referring to the Unit Purchase Option shall mean and be a reference to the Unit Purchase Option, as amended hereby.  Except as specifically amended above, the Unit Purchase Option shall remain in full force and effect and is hereby ratified and confirmed.

3.             Execution in Counterparts.  This Amendment may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties hereto.

IN WITNESS WHEREOF, the parties have executed this Amendment To Unit Purchase Option as of the date set forth above.

HARBOR ACQUISITION CORPORATION
By:	/s/ Robert J. Hanks
	Robert J. Hanks, Chief Executive Officer
FERRIS, BAKER WATTS INCORPORATED
By:	/s/ Scott Bass
	Name: Scott Bass
	Title: Vice President