-----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, NeYwP4eA5KgC2s8Q6kPgZUdkRqmwDR2HiB9Fek3Pyiw5HhTa+oHfPMx2uT5Znj+S jJ0cyTE3YMJjBHPCShZDpQ== 0001104659-07-055792.txt : 20070725 0001104659-07-055792.hdr.sgml : 20070725 20070724192757 ACCESSION NUMBER: 0001104659-07-055792 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070717 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070725 DATE AS OF CHANGE: 20070724 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Harbor Acquisition Corp. CENTRAL INDEX KEY: 0001331945 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 562518836 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-32688 FILM NUMBER: 07997446 BUSINESS ADDRESS: STREET 1: ONE BOSTON PLACE STREET 2: SUITE 3630 CITY: BOSTON STATE: MA ZIP: 02108 BUSINESS PHONE: 617-624-8409 MAIL ADDRESS: STREET 1: ONE BOSTON PLACE STREET 2: SUITE 3630 CITY: BOSTON STATE: MA ZIP: 02108 8-K/A 1 a07-20169_18ka.htm 8-K/A

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K/A

(Amendment No. 2)

 

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

 

October 17, 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 CFR 240.13e-4(c))

 

 




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.  On February 12, 2007, Harbor filed a Form 8-K/A to disclose that Harbor had signed Amendment No. 1 to the Stock Purchase Agreement of February 9, 2007.

This Current Report on Form 8-K/A is being filed to disclose that Harbor signed Amendment No. 2 to the Stock Purchase Agreement on July 19, 2007 (“Amendment No. 2 to Stock Purchase Agreement”).  The original Stock Purchase Agreement provided that June 30, 2007 was the date after which, if the proxy statement relating to the vote to approve the transactions described in the Stock Purchase Agreement (the “Proxy Statement”) had not been mailed by such date, any party could have terminated the Stock Purchase Agreement.  Amendment No. 2 to Stock Purchase Agreement extends the date from June 30, 2007 to August 31, 2007.  A copy of Amendment No. 2 to Stock Purchase Agreement is filed as an exhibit to this Current Report on Form 8-K.

Item 9.01.              Financial Statements and Exhibits

(c)           Exhibits

Exhibit No.

 

Description

10.1

 

Amendment No. 2 To Stock Purchase Agreement dated as of July 19, 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: July 24, 2007

 

By:

 

/s/ Robert J. Hanks

 

 

 

 

Robert J. Hanks

 

 

 

 

Chief Executive Officer

 

2




 

EXHIBIT INDEX

Exhibit No.

 

Description

 

 

10.1

 

Amendment No. 2 To Stock Purchase Agreement dated as of July 19, 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.

 

 

 

3



EX-10.1 2 a07-20169_1ex10d1.htm EX-10.1

 

Exhibit 10.1

AMENDMENT NO. 2 TO
STOCK PURCHASE AGREEMENT

This AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT (this “Amendment  No. 2 to Stock Purchase Agreement”), dated July 19, 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, as amended on February 9, 2007, 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 change the date after which, if the Proxy Statement has not been mailed by such date, any party may terminate the Stock Purchase Agreement, from June 30, 2007 to August 31, 2007.

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

1.             Amendment No. 2 to the Stock Purchase Agreement.  Section 8.1(d) of the Stock Purchase Agreement is hereby amended to replace “June 30, 2007” in both places it appears with “August 31, 2007.”

2.             Reference to and Effect on the Stock Purchase Agreement.  Upon the due execution and delivery of this Amendment No. 2 to Stock Purchase Agreement 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. 2 to Stock Purchase Agreement 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 No. 2 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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