8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

February 9, 2007
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:

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

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 FR 240.13e-4(c))

Please note that, except as expressly indicated, the information contained in this Form 8-K/A has not been updated to reflect events or developments occurring after October 17, 2006, the date the Form 8-K was originally filed with the SEC and, accordingly, such information continues to speak as of such earlier date.

Item 1.01.              Entry into a Material Definitive Agreement

On October 17, 2006, Harbor Acquisition Corporation (“Harbor”) filed a Form 8-K reporting that it had entered into a Stock Purchase Agreement dated as of October 17, 2006 (the “Stock Purchase Agreement”) with Elmet Technologies, Inc. (“Elmet”) and with the holders of all of the outstanding shares and warrants of Elmet Technologies, Inc.

This current Report on Form 8-K/A is being filed to disclose that Harbor has signed Amendment No. 1 to the Stock Purchase Agreement of February 9, 2007 (“Amendment No. 1 To Stock Purchase Agreement”).  The original Stock Purchase Agreement provides that the cash consideration thereunder will increase (up to a maximum of $3,000,000) beginning in January 2007 until the closing date in monthly increments of $500,000, decreasing after three increments to $375,000.  Amendment No. 1 To Stock Purchase Agreement changes the month in which the purchase price is to begin to increase from January 2007 to February 2007, and extends the month in which the maximum increase amount of $3,000,000 would be due from July 2007 to August 2007.  Amendment No. 1 To Stock Purchase Agreement also provides that Elmet will make representations and warranties with respect to its restated 2004 and 2005 financial statements included in Harbor’s first amendment to its preliminary Proxy Statement as filed with the Securities and Exchange Commission, rather than those which were attached to the original Stock Purchase Agreement.

Item 9.01.              Financial Statements and Exhibits

(c)           Exhibits

Exhibit No.	Description
10.1	Amendment No. 1 To Stock Purchase Agreement dated as of February 9, 2007, by and among Harbor Acquisition Corporation, Elmet Technologies, Inc. and the holders of all of the outstanding shares and warrants of Elmet Technologies, Inc.

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: February 12, 2007	By:	/s/ Robert J. Hanks
		Robert J. Hanks
		Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Amendment No. 1 To Stock Purchase Agreement dated as of February 9, 2007, by and among Harbor Acquisition Corporation, Elmet Technologies, Inc. and the holders of all of the outstanding shares and warrants of Elmet Technologies, Inc.

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EX-10.1

Exhibit 10.1

AMENDMENT NO. 1 TO
STOCK PURCHASE AGREEMENT

This AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT (this “Amendment  No. 1”), dated February 9, 2007, is made by and among Harbor Acquisition Corporation, a Delaware corporation (the “Company”), Elmet Technologies, Inc., a Delaware corporation (“Elmet”) and the stockholders of Elmet listed on Schedule A-1 and Schedule A-2 of the Stock Purchase Agreement, as defined hereafter (the “Stockholders”).

WHEREAS, the parties hereto have entered into that certain stock purchase agreement, dated as of October 17, 2006, by and among the Company, Elmet and the Stockholders (the “Stock Purchase Agreement”), whereby the Company has agreed to buy, and the Stockholders have agreed to sell, all of the shares of Elmet (other than the Retained Shares, as defined therein, and the Company Warrants, as defined therein) to the Company under the terms and conditions set forth therein;

WHEREAS, under the Stock Purchase Agreement, the Stockholders have appointed Knute C. Albrecht as their true and lawful agent and attorney-in-fact, referred to therein as the Stockholders’ Representative, who has the full power of substitution to act, without limitation, in the name of the Stockholders and to execute all documents on behalf of the Stockholders in connection with the transactions contemplated in the Stockholder Agreement; and

WHEREAS, the parties hereto have agreed that the Stock Purchase Agreement be amended, as set forth herein, to (i) begin the upward adjustment of the Aggregate Value of the purchase price, as defined therein, in February 2007, rather than in January 2007, and (ii) provide that certain representations to the Elmet’s 2004 and 2005 financial statements refer to such statements as presented in the first Amendment to the Preliminary Proxy Statement as filed by the Company with the Securities and Exchange Commission (the “Amended Proxy Statement”).

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

1.             Amendment No. 1 to the Stock Purchase Agreement.

a.Section 1.2(b) of the Stock Purchase Agreement is hereby amended and restated to read in its entirety as follows:

“(b)         The “Aggregate Value” is equal to $150,000,000 subject to adjustment based upon the Closing Working Capital determined in accordance with Section 1.6 hereof.  Subject to the Company’s compliance with its obligations described in Sections 4.10(a) and 4.13, the Aggregate Value shall increase automatically and without any further action on the part of the Company, the Stockholders or Harbor as follows: (i) if the Closing occurs during the month of February 2007, the Aggregate Value shall increase by $500,000, (ii) if the Closing occurs during the month of March 2007, the Aggregate Value shall increase by $1,000,000, (iii) if the Closing occurs during the month of April 2007, the Aggregate Value shall increase by $1,500,000, (iv) if the Closing occurs during the month of May 2007, the Aggregate Value shall increase by $1,875,000, (v) if the Closing occurs during the month of June 2007, the Aggregate Value shall increase by $2,250,000, (vi) if the Closing occurs during the month of July 2007, the

Aggregate Value shall increase by $2,625,000, and (vii) if the Closing occurs on or after August 1, 2007, the Aggregate Value shall increase by $3,000,000.  The “Net Equity Value” is equal to the Aggregate Value minus the aggregate amount of Net Company Debt (as defined in Section 9.12) outstanding as of the Closing.  The “Closing Consideration” is equal to the Net Equity Value minus the Contingent Payment Amount (as defined in Section 1.5(d)).  The “Cash Purchase Price” is equal to the Closing Consideration multiplied by a fraction equal to (A) the total number of Company Shares (other than the Rollover Shares and the Retained Shares) plus the number of shares of Company Common Stock issuable upon exercise of the Company Warrants, in each case outstanding immediately prior to the Closing, divided by (B) the total number of shares of Company Common Stock outstanding on a fully diluted basis immediately prior to the Closing.  The “Rollover Stockholder Value” is equal to the Closing Consideration multiplied by a fraction equal to (I) the total number of Rollover Shares outstanding immediately prior to the Closing, divided by (II) the total number of shares of Company Common Stock outstanding on a fully diluted basis immediately prior to the Closing.  The “Continuing Stockholder Value” is equal to the Closing Consideration multiplied by a fraction equal to (I) the total number of Retained Shares outstanding immediately prior to the Closing, divided by (II) the total number of shares of Company Common Stock outstanding on a fully diluted basis immediately prior to the Closing.”

b.Section 2.5 of the Disclosure Schedules shall be amended such that the audited balance sheets of the Company as of December 31, 2005 and 2004, and the statements of income and retained earnings and statements of cash flows for the years then ended, shall be replaced with the restated financial statements for such years included with the Amended Proxy Statement, and all references to the Financial Statements in the Stock Purchase Agreement shall refer to such financial statements as amended hereby.

2.             Reference to and Effect on the Stock Purchase Agreement.  Upon the due execution and delivery of this Amendment No. 1 by the parties hereto, on and after the date hereof each reference in the Stock Purchase Agreement to the “Agreement”, “hereunder,” “hereof,” “herein,” or words of like import referring to the Stock Purchase Agreement shall mean and be a reference to the Stock Purchase Agreement as amended hereby.  Except as specifically amended above, the Stock Purchase Agreement shall remain in full force and effect and is hereby ratified and confirmed.

3.             Execution in Counterparts.  This Amendment No. 1 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.

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IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 To Stock Purchase Agreement as of the date set forth above.

HARBOR ACQUISITION CORPORATION
By:	/s/ Robert J. Hanks
	Robert J. Hanks, Chief Executive Officer
ELMET TECHNOLOGIES, INC.
By:	/s/ John S. Jensen
	John S. Jensen, President
STOCKHOLDERS
By:	/s/ Knute C. Albrecht
	Knute C. Albrecht, Attorney-in-Fact

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