-----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, F87JZhx214vBSuHgVRwDVFI1ZL3mIvKa9nwuT5CX0ygbIUYy7dcCx/guqYp3h34V QC0484Qnp2lPq0n4YbSrjA== 0001104659-08-008629.txt : 20080211 0001104659-08-008629.hdr.sgml : 20080211 20080208174011 ACCESSION NUMBER: 0001104659-08-008629 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080208 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080211 DATE AS OF CHANGE: 20080208 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 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32688 FILM NUMBER: 08590513 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 1 a08-4837_28k.htm 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

 

February 8, 2008
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) 472-2805
(Registrant’s telephone number, including area code)

 

(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 8.01 Other Events

 

On February 1, 2008, Harbor Acquisition Corporation (the “Company”) issued a press release to disclose that it received a notice from Elmet Technologies, Inc. indicating that it had terminated the Stock Purchase Agreement dated October 17, 2006, effective at 4:00 p.m. on Friday, February 1, 2008.

 

On February 8, 2008, the Company announced that it reconvened and then closed the adjourned session of its stockholders meeting without taking a vote.  The Company also announced that its Board of Directors is now considering alternatives that may be in the best interests of the Harbor stockholders, including the adoption of a plan of dissolution and liquidation in accordance with applicable provisions of Delaware law.

 

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 February 8, 2008.

 

 

 

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:  February 8, 2008

By:

/s/ Robert J. Hanks

 

 

Name:

Robert J. Hanks

 

 

Title:

Chief Executive Officer

 

 

 

3



 

 

EXHIBIT INDEX

 

 

 

 

 

Number

 

Description

99.01

 

Press release dated February 8, 2008

 

 

 

 

 

4


EX-99.1 2 a08-4837_2ex99d1.htm EX-99.1

 

Exhibit 99.01

 

For Immediate Release

 

HARBOR ACQUISITION CORPORATION ANNOUNCES
COMPLETION OF ITS SPECIAL MEETING OF STOCKHOLDERS WITHOUT VOTE ON PROPOSED ACQUISITION OF ELMET TECHNOLOGIES, INC.

 

BOSTON, MA   February 8, 2008 — Harbor Acquisition Corporation (Amex: HAC; HAC.U; HAC.WS; “Harbor”) announced today that the adjourned session of the special meeting of Harbor’s stockholders which commenced today at 10 a.m. (Eastern Standard Time) was completed without a formal vote being taken on the Stock Purchase Agreement dated October 17, 2006, as amended (the “Stock Purchase Agreement”), relating to Harbor’s proposed acquisition of Elmet Technologies, Inc. (“Elmet”). As described in Harbor’s press release on February 1, 2008, Harbor received on that date a notice that Elmet and the Elmet Stockholders Representative had elected to exercise their right to terminate the Stock Purchase Agreement due to the failure of Harbor to obtain stockholder approval of the acquisition within the required timeframe. As also described in that press release, based on the proxies received from Harbor stockholders, it appears that the Harbor stockholders would not have approved the Stock Purchase Agreement if such a formal vote had been taken and that holders of more than 20.0% of the 13.8 million shares of Harbor common stock issued in Harbor’s public offering would have voted against the acquisition and exercised their rights to convert their shares into a pro rata portion of Harbor’s trust established at the time of the public offering.

 

Since Harbor now anticipates that it will not be able to complete its proposed acquisition of Elmet by April 30, 2008, the Harbor Board of Directors is now considering alternatives that may be in the best interests of the Harbor stockholders, including the adoption of a plan of dissolution and liquidation in accordance with applicable provisions of Delaware law.

 

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.  The solicitation of proxies with respect to Harbor’s proposed acquisition of Elmet has been made only by the definitive proxy statement dated November 30, 2007 and the supplement thereto dated January 11, 2008 that Harbor mailed to all its stockholders, each as filed with the Securities and Exchange Commission.  INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND SUCH SUPPLEMENT BECAUSE THEY CONTAIN IMPORTANT INFORMATION.  Investors and security holders may obtain a free copy of the definitive proxy statement, the supplement 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, and Section 21E of the Securities Exchange Act of 1934, as amended.  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 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.

 

Contact:

Robert Hanks

Chief Executive Officer

Harbor Acquisition Corporation

617.472-2805 ext. 8411

 

or

 

Devlin Lander

Integrated Corporate Relations

415.292.6855

Source:  Harbor Acquisition Corporation

 

 

 

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