8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 5)

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.)

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

(617) 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:

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 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 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 entered into Amendment No. 1 to the Stock Purchase Agreement, on July 25, 2007, Harbor filed a Form 8-K/A to disclose that Harbor entered into Amendment No. 2 to the Stock Purchase Agreement; on August 31, 2007 Harbor filed a Form 8-K/A to disclose that Harbor entered into Amendment No. 3 to the Stock Purchase Agreement, on October 19, 2007 Harbor filed a Form
8-K/A to disclose that Harbor entered into Amendment No. 4 to the Stock Purchase Agreement.

This Current Report on Form 8-K/A is being filed to disclose that Harbor entered into Amendment No. 5 to the Stock Purchase Agreement as of November 29, 2007 (“Amendment No. 5”).

The Stock Purchase Agreement, as previously amended, provided that Elmet had the right to terminate the agreement in the event Harbor failed to mail its proxy statement to its stockholders before November 30, 2007. Amendment No. 5 extends the date by which Harbor must mail its proxy statement to stockholders from prior to November 30, 2007 to on or before December 3, 2007. The proxy statement and the accompanying material will seek approval from Harbor’s stockholders of the transactions described in the Stock Purchase Agreement. Harbor commenced mailing of its proxy materials on November 30, 2007.

A copy of Amendment No. 5 to Stock Purchase Agreement is filed as an exhibit to his Current Report on Form 8-K.

Item 9.01.             Financial Statements and Exhibits

(c)           Exhibits

Exhibit No.	Description
10.01	Amendment No. 5 To Stock Purchase Agreement dated as of November 29, 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: December 5, 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. 5 To Stock Purchase Agreement dated as of November 29, 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. 5 TO
STOCK PURCHASE AGREEMENT

This AMENDMENT NO. 5 TO STOCK PURCHASE AGREEMENT (this “Amendment  No. 1”), dated November 29, 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, July 19, 2007, August 31, 2007, and October 18, 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, either party may terminate the Stock Purchase Agreement, from September 30, 2007 to December 4, 2007.

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

1.Amendment No. 5 to the Stock Purchase Agreement.

a.Section 8.1(d) of the Stock Purchase Agreement is hereby amended to replace “November 30, 2007” at its first occurrence in such Section with “December 3, 2007” and to replace  “prior to November 30, 2007” with “on or prior to December 3, 2007.”

2.Reference to and Effect on the Stock Purchase Agreement. Upon the due execution and delivery of this Amendment No. 5 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. 5 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. 5 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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