-----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, As62ZM1kdMSLAhpJXtPQK6Z4DeaD7x8oRG7yOvTk8idWrcKW3utqlAZJ/sbN2XQ5 8w7McR4C55X/X3ub7fO60g== 0001013816-08-000046.txt : 20080124 0001013816-08-000046.hdr.sgml : 20080124 20080124162555 ACCESSION NUMBER: 0001013816-08-000046 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080121 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Change in Shell Company Status ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080124 DATE AS OF CHANGE: 20080124 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Millennium India Acquisition CO Inc. CENTRAL INDEX KEY: 0001358656 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 811-22156 FILM NUMBER: 08547907 BUSINESS ADDRESS: STREET 1: 330 EAST 38TH STREET STREET 2: SUITE 40H CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 212-681-6763 MAIL ADDRESS: STREET 1: 330 EAST 38TH STREET STREET 2: SUITE 40H CITY: NEW YORK STATE: NY ZIP: 10016 8-K 1 form8k_012408.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 21, 2008 Millennium India Acquisition Company Inc. (Exact name of Registrant as specified in its charter) Delaware 1-32931 20-4531310 (State of incorporation) (Commission File No.) (IRS Employer Identification No.) 330 East 38th Street, Suite 40H New York, NY 10016 (Address of principal executive offices) Registrant's telephone number: (212) 681-6763 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: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 2.01. Completion of Acquisition or Disposition of Assets. We were formed on March 15, 2006 as a blank check company to serve as a vehicle to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses that have operations primarily in India. At a special meeting of stockholders on January 17, 2008, our stockholders approved, among other things, two substantially identical share subscription agreements to acquire an equity interest in each of SMC Global Securities Limited ("SMC") and SAM Global Securities Limited ("SAM"), collectively comprising the SMC Group of Companies. On January 21, 2008, we consummated the acquisition of a 14.75% equity interest in each of SMC and SAM for an aggregate consideration of US $41,155,412. Based in New Delhi, the SMC Group is a full service financial services firm. Its products and services include equities and commodities brokerage, online equities, commodities and derivatives trading, equity research, mutual fund and IPO distribution, depository and clearing services, merchant banking and corporate finance and insurance brokerage. The SMC Group also takes proprietary positions through trading and investing in equity products. Companies of the SMC Group are members of the Bombay Stock Exchange (BSE) and the National Stock Exchange of India (NSE), among other exchanges. The SMC Group currently has more than 1,100 employees and, in addition to its headquarters in New-Delhi, has regional offices in Mumbai (Bombay), Kolkata (Calcutta), Chennai, Cochin, Amhedabad, Hyderabad, Siliguri and Jaipur. The SMC Group also has a rapidly expanding retail distribution network of more than 6,000 independent financial advisors in 925 offices and more than 225 cities across India. This retail network is currently serving the financial needs of more than 250,000 investors throughout India. The business of the SMC Group as well as information that would have been required if we were filing a registration statement on Form 10 under the Securities Exchange Act of 1934 is described in our definitive proxy statement, dated December 21, 2007, filed with the Securities and Exchange Commission on December 21, 2007 and is incorporated herein by reference. We are a closed-end mutual fund registered under the Investment Company Act of 1940, as amended. 5.06. Change in Shell Company Status. We were formed on March 15, 2006 as a blank check company to serve as a vehicle to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses that have operations primarily in India. On January 21, 2008, we consummated the acquisition of a 14.75% equity interest in each of SMC and SAM. As a result of this acquisition we ceased being a "shell company" as defined in Rule 12b-2 under the Securities Exchange Act of 1934. The material terms of the acquisition are described in our definitive proxy statement, dated December 21, 2007, filed with the Securities and Exchange Commission on December 21, 2007 and are incorporated herein by reference. 8.01. Other Events. At a special meeting of stockholders on January 17, 2008: o the amendment to our certificate of incorporation to clarify that the business combination contemplated by the certificate of incorporation includes the purchase of a minority interest in an operating business was approved; o the Share Subscription Agreement, dated as of May 12, 2007, among us, SMC Global Securities Limited and the promoters of SMC was approved; o the Share Subscription Agreement, dated as of May 12, 2007, among us, SAM Global Securities Limited and the promoters of SAM was approved; o the issuance of shares of our common stock at below net asset value to registered holders of our outstanding warrants and the holder of the unit purchase option was approved; o the Letter Agreement, dated as of June 6, 2007, among us, SMC and the promoters of SMC was approved; o the Letter Agreement, dated as of June 6, 2007, among us, SAM and the promoters of SAM was approved; and o F. Jacob Cherian, Suhel Kanuga, Lawrence Burstein, Gul Asrani and C.P. Krishnan Nair were elected Directors of our company to serve for a term of one year and until their successors are elected and qualify. Item 9.01. Financial Statements and Exhibits. The financial statements of SMC and SAM are included in our definitive proxy statement, dated December 21, 2007, filed with the Securities and Exchange Commission on December 21, 2007 and are incorporated herein by reference. The pro forma financial information relating to our purchase of an equity interest in each of SMC and SAM is included in our definitive proxy statement, dated December 21, 2007, filed with the Securities and Exchange Commission on December 21, 2007 and is incorporated herein by reference. Exhibits: Exhibit No. Description ----------- ----------- 2.1 Share Subscription Agreement between Registrant and SMC Global Securities Limited and Promoters of SMC Global Securities Limited, dated May 12, 2007 (1) 2.2 Shareholders Agreement between Registrant and SMC Global Securities Limited and Promoters of SMC Global Securities Limited (1) 2.3 Share Subscription Agreement between Registrant and SAM Global Securities Limited and Promoters of SAM Global Securities Limited, dated May 12, 2007 (1) 2.4 Shareholders Agreement between Registrant and SAM Global Securities Limited and Promoters of SAM Global Securities Limited (1) 2.5 Letter Agreement (Option Agreement) between Registrant and SMC Global Securities Limited and Promoters of SMC Global Securities Limited, dated June 6, 2007 (1) 2.6 Letter Agreement (Option Agreement) between Registrant and SAM Global Securities Limited and Promoters of SAM Global Securities Limited, dated June 6, 2007 (1) 3.1 Registrant's Amended and Restated Certificate of Incorporation (2) 3.2 Registrant's Bylaws (2) 3.3 Certificate of Amendment to Registrant's Amended and Restated Certificate of Incorporation, dated June 28, 2006 (2) 3.4 Certificate of Amendment to Registrant's Amended and Restated Certificate of Incorporation, dated January 17, 2008 3.5 Articles of Association of SMC Global Securities Limited (1) 3.6 Articles of Association of SAM Global Securities Limited (1) 4.1 Specimen Unit Certificate (2) 4.2 Specimen Common Stock Certificate (2) 4.3 Specimen Warrant Certificate (2) 4.4 Form of Unit Purchase Option granted to the Representative of the Underwriters (2) 4.5 Form of Warrant Agreement between American Stock Transfer & Trust Company and the Registrant (2) 10.1 Form of Investment Management Trust Agreement between The Bank of New York and the Registrant (2) 10.2 Form of Stock Escrow Agreement between the Registrant, American Stock Transfer & Trust Company and the Existing Stockholders (2) 10.3 Form of Letter Agreement among the Registrant, Ladenburg Thalmann & Co. Inc. and each of Kishore Mirchandani, Lawrence Burstein, C.P. Krishnan Nair, Gul Asrani, and Sarat Sethi (2) 10.4 Form of Promissory Note issued by the Registrant to each of F. Jacob Cherian, Suhel Kanuga and Kishore Mirchandani (2) 10.5 Form of Registration Rights Agreement among the Registrant and each of the existing stockholders (2) 10.6 Form of Letter Agreement among the Registrant, Ladenburg Thalmann & Co. Inc. and each of F. Jacob Cherian and Suhel Kanuga (2) - ------------ (1) Filed as an exhibit to the Registrant's definitive proxy statement relating to its 2008 Special Meeting of Stockholders filed with the SEC on December 21, 2007 and incorporated herein by reference. (2) Filed as an exhibit to the Registrant's registration statement on Form S-1 (Registration No.: 333-133189) initially filed on April 10, 2006, as amended, and incorporated herein by reference. 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. Millennium India Acquisition Company Inc. Dated: January 24, 2008 By: /s/ F. Jacob Cherian ------------------------------------------ F. Jacob Cherian President and Chief Executive Officer EX-3.(I) 2 form8k_012408ex34.txt EXH. 3.4 AMENDMENT TO CERTIFICATE OF INCORPORATION Exhibit 3.4 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MILLENNIUM INDIA ACQUISITION COMPANY INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Millennium India Acquisition Company Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: The name of the corporation is Millennium India Acquisition Company Inc. (the "Corporation"). SECOND: The Corporation's Amended and Restated Certificate of Incorporation was originally filed in the office of the Secretary of State of Delaware on May 17, 2006, and was subsequently amended by a Certificate of Amendment filed in the office of the Secretary of State of Delaware on June 28, 2006. THIRD: The Corporation wishes to amend its Amended and Restated Certificate of Incorporation so as to clarify the meaning of "acquisition" in Article Fifth thereof. FOURTH: To accomplish the amendment referred to in Paragraph THIRD above, the second sentence of Article Fifth of the Amended and Restated Certificate of Incorporation is deleted in its entirety and the following is substituted in lieu thereof: "A `Business Combination' shall mean the acquisition by the Corporation, whether by merger, capital stock exchange, asset or stock acquisition or other similar type of transaction, of an interest in an operating business (`Target Business')." FIFTH: This Certificate of Amendment and the foregoing amendment to the Amended and Restated Certificate of Incorporation of the Corporation were duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Amended and Restated Certificate of Incorporation to be signed by a duly authorized officer of the Corporation on this 17th day of January, 2008. MILLENNIUM INDIA ACQUISITION COMPANY INC. By: /s/ F. Jacob Cherian --------------------------------------- F. Jacob Cherian President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----