-----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, Selsy6ZSeD0int6hOjghnfpFI03dLQeJkExcKsMZVHVKrQFPvAWuTeOjaazYlPcf LS78US2eHQ2s0TRaruq5dA== 0000950144-06-011623.txt : 20061219 0000950144-06-011623.hdr.sgml : 20061219 20061219124350 ACCESSION NUMBER: 0000950144-06-011623 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061219 DATE AS OF CHANGE: 20061219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Freedom Acquisition Holdings, Inc. CENTRAL INDEX KEY: 0001365790 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 205009693 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-33217 FILM NUMBER: 061285759 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10035 BUSINESS PHONE: 212-380-2230 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10035 8-A12B 1 g04758e8va12b.htm FREEDOM ACQUISITON HOLDINGS, INC. Freedom Acquisiton Holdings, Inc.
 

As filed with the Securities and Exchange Commission on December 19, 2006.
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
FREEDOM ACQUISITION HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
     
Delaware
(State of Incorporation or Organization) 		  20-5009693
(I.R.S. Employer Identification No.)
     
1114 Avenue of the Americas, 41st Floor
New York, New York
(Address of principal executive offices) 		  10036
(Zip Code)
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box o
 
Securities Act registration statement file number to which this form relates: 333-136248
 
Securities to be registered pursuant to Section 12(b) of the Act:
     
Title of Each Class to be so Registered   Name of each exchange on which each class is to be registered
     
     
Units, each consisting of one share of Common
Stock, $0.0001 par value, and one Warrant 		  American Stock Exchange
     
Common Stock included in the Units   American Stock Exchange
     
Warrants included in the Units   American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
 
 

 

 

Item 1. Description of Registrant’s Securities to be Registered.
     The securities to be registered hereby are the units, common stock and warrants of Freedom Acquisition Holdings, Inc. (the “Company”). The description of the units, the common stock and the warrants contained in the section entitled “Description of Securities” in the Prospectus included in the Company’s Registration Statement on Form S-1 (File No. 333-136248), filed with the Securities and Exchange Commission on August 2, 2006, as amended on each of September 29, 2006, November 13, 2006, November 30, 2006 and December 18, 2006 (the “Registration Statement”), is hereby incorporated by reference herein. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed are hereby also incorporated by reference herein.
Item 2. Exhibits.
     The following exhibits to this Registration Statement have been filed as exhibits to the Company’s Registration Statement on Form S-1 (File No. 333-136248) and are hereby incorporated herein by reference:
     
3.1*
  Form of Amended and Restated Certificate of Incorporation.
 
    
3.2*
  Bylaws.
 
    
4.1*
  Specimen Unit Certificate.
 
    
4.2*
  Specimen Common Stock Certificate.
 
    
4.3*
  Warrant Agreement, dated July 20, 2006, between Continental Stock Transfer & Trust Company and the Registrant.
 
    
4.4*
  Specimen Public Warrant Certificate (included in Exhibit 4.3)
 
    
4.5*
  Specimen Private Warrant Certificate (included in Exhibit 4.3)
 
    
4.6**
  First Amendment dated as of November 9, 2006 to Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.
 
    
4.7***
  Second Amendment dated as of November 29, 2006 to Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.
 
    
*
  Incorporated by reference to the corresponding exhibit filed with the Registration Statement on Form S-1 (File No. 333-136248), filed with the Securities and Exchange Commission on August 2, 2006, as amended from time to time.
 
    
**
  Incorporated by reference to the corresponding exhibit filed with Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-136248), filed with the Securities and Exchange Commission on November 13, 2006, as amended from time to time.
 
    
***
  Incorporated by reference to the corresponding exhibit filed with Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-136248), filed with the Securities and Exchange Commission on November 30, 2006, as amended from time to time.

2

 

SIGNATURE
     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.
         
Date: December 19, 2006  Freedom Acquisition Holdings, Inc.
 		  
  By:   /s/ Nicolas Berggruen    
    Name:   Nicolas Berggruen   
    Title:   President and Chief Executive Officer   
 

3

-----END PRIVACY-ENHANCED MESSAGE-----