-----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, RZcoanXg8atSQr9D3gbb3BV7JNqBX2PBvOwPx1kpn3pB8mVt1xhPilryDHl769zn zof5TkXnDk5s6iD1IgCX2Q== 0001104659-07-076185.txt : 20071023 0001104659-07-076185.hdr.sgml : 20071023 20071022182334 ACCESSION NUMBER: 0001104659-07-076185 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070820 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071023 DATE AS OF CHANGE: 20071022 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: 071183962 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 a07-27101_28ka.htm 8-K/A

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K/A

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

August 20, 2007
Date of Report (Date of earliest event reported)


HARBOR ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware
(State or other jurisdiction of
incorporation)

001-32688
(Commission
File Number)

56-2518836
(I.R.S. Employer
Identification No.)

400 Crown Colony Drive, Suite 104, Quincy, MA 02169
(Address of principal executive offices) (Zip Code)

(617) 624-472-2805
(Registrant’s telephone number, including area code)


One Boston Place, Suite 3630, Boston, MA 02108
(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 CFR240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 FR240.13e-4(c))

 



 

Item 8.01 Other Events

On August 30, 2007 Harbor Acquisition Corporation ("Harbor" or the "Company") announced the record date (the "Record Date") to determine its stockholders who will be entitled to receive notice of and to vote at a special meeting of Harbor's stockholders.

On October 22, 2007, the Company filed a Press Release announcing the new Record Date. A copy of the press release is attached as an Exhibit to this report.

Item 9.01. Financial Statements and Exhibits

(d)           Exhibits.

 

 

 

Exhibit No.

 

Description

99.1

 

Press Release dated October 22, 2007.

 
 
2


 

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: October 22, 2007

By:

/s/ Robert J. Hanks

 

Name:

Robert J. Hanks

 

Title:

Chief Executive Officer

 

 

 

 

 

3



 

EXHIBIT INDEX

 

Number

 

Description

 

 

 

99.01

 

Press release

 

 

 

4


 

 

EX-99.01 2 a07-27101_2ex99d01.htm EX-99.01

Exhibit 99.01

For Immediate Release

October 22, 2007

 

 

Harbor Acquisition Corporation Announces

New Record Date for Special Meeting

 

BOSTON, MA, October 22, 2007 - Harbor Acquisition Corporation (Amex: HAC; HAC.U; HAC.WS; “Harbor”) announced today that its board of directors has re-set the record date to determine Harbor’s stockholders who will be entitled to receive notice of and to vote at a special meeting of Harbor’s stockholders, now anticipated to be held during late November or December, to November 12, 2007 (the “Record Date”).  Previously, the record date to determine stockholders entitled to receive notice of and vote at the special meeting was August 27, 2007.

 

At the special meeting, stockholders will be asked to consider and vote on four proposals, including (i) approval of Harbor’s acquisition of Elmet Technologies, Inc., (ii) approval of an amendment to Harbor’s certificate of incorporation to change the name of Harbor from “Harbor Acquisition Corporation” to “Elmet Technologies Corporation” and to remove those provisions that will no longer be operative upon consummation of the acquisition, (iii) approval of Harbor’s 2006 Incentive Compensation Plan (an equity-based incentive plan), and (iv) if necessary, to adjourn the meeting to a later date or dates to permit further solicitation and vote of proxies.  Harbor’s board of directors has not yet set the date, time or place of the special meeting, which will be provided in the definitive proxy statement for the meeting.

 

About Elmet Technologies, Inc.

 

Originally founded in 1929, Elmet became an independent company in early 2004 when its current CEO Jack Jensen led the management buyout of Elmet from its former parent, Philips Electronics North America Corporation. Under Jensen and his management team, Elmet has enjoyed growth by providing innovative refractory metal solutions to OEMs serving such industries as data storage, semiconductor, medical, electronics and lighting.  Elmet now employs approximately 240 personnel, including highly-skilled sales, design, engineering, and production professionals at its Lewiston, Maine headquarters. Elmet’s products are typically custom-engineered components used in products such as medical imaging devices, silicon wafer chip manufacturing equipment, and specialty commercial and residential lighting applications.

 

About Harbor Acquisition Corporation

 

Based near Boston, Harbor is a publicly traded, special purpose acquisition corporation (“SPAC”) formed to acquire a company in the industrial or consumer products sectors. The contemplated transaction is subject to shareholder approval, along with certain regulatory approvals including the filing of a proxy statement with the Securities and Exchange Commission. Upon completion of the transaction, Harbor intends to change its corporate name to Elmet Technologies Corporation.

 

Not a Proxy Statement

 

This press release is not a proxy statement or a solicitation of proxies from the holders of common stock of Harbor and does not constitute an offer of any securities of Harbor for sale.  Any solicitation of proxies will be made only by the definitive proxy statement of Harbor that will be mailed to all stockholders.  In connection with the proposed acquisition, Harbor has filed a preliminary proxy statement with the Securities and Exchange Commission.  INVESTORS AND SECURITY HOLDERS ARE ADVISED TO

 

 



 

READ THE DEFINITIVE PROXY STATEMENT WHEN COMPLETED, WHICH HARBOR INTENDS TO MAIL TO ALL ITS STOCKHOLDERS OF RECORD ON OR AFTER THE RECORD DATE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.  Investors and security holders may obtain a free copy of the definitive proxy statement and other documents filed by Harbor at the Securities and Exchange Commission’s web site at http://www.sec.gov.

 

Forward Looking Statements

 

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  These forward-looking statements are based on current expectations and projections about future events and no party assumes an obligation to update any such forward-looking statements. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about Harbor and Elmet that may cause actual results to be materially different from any future results expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause our future results to differ from those statements include, but are not limited to, delays associated with regulatory requirements may require a new date to determine stockholders of record who are entitled to receive notice of and vote at the special meeting; delays may require Harbor to obtain an extension from Elmet and its stockholders to the date by which Harbor must mail its proxy materials to its stockholders, which Elmet and its stockholders may be unwilling to provide; the failure of Harbor’s stockholders to approve the acquisition and the transactions contemplated thereby; the number and percentage of Harbor’s stockholders voting against the acquisition and electing to exercise their redemption rights; changing interpretations of generally accepted accounting principles; costs associated with continued compliance with government regulations; legislation or regulatory environments, requirements or changes adversely affecting the businesses in which Elmet is engaged; the continued ability of Elmet to successfully execute its business plan; as well as other relevant risks detailed in Harbor’s filings with the Securities and Exchange Commission.

 

 

Contact:

Robert Hanks

Chief Executive Officer

Harbor Acquisition Corporation

617.624.8411

 

or

 

Devlin Lander

Integrated Corporate Relations

415.292.6855

 

Source: Harbor Acquisition Corporation

 

 


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