-----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, Pmp4v95t+xk/SQdKYZuWPiwS1D5+sULgFVts8GLo356E/8kdjhrcu/+uag7pPuyV ZUS/m0sxHkl1gFti8U2yEw== 0001144204-09-010286.txt : 20090223 0001144204-09-010286.hdr.sgml : 20090223 20090220190032 ACCESSION NUMBER: 0001144204-09-010286 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090213 ITEM INFORMATION: Other Events FILED AS OF DATE: 20090223 DATE AS OF CHANGE: 20090220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Essex Rental Corp. CENTRAL INDEX KEY: 0001373988 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS EQUIPMENT RENTAL & LEASING [7350] IRS NUMBER: 205415048 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52459 FILM NUMBER: 09626399 BUSINESS ADDRESS: STREET 1: 461 FIFTH AVENUE, STREET 2: 25THFLOOR, CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-644-3450 MAIL ADDRESS: STREET 1: 461 FIFTH AVENUE, STREET 2: 25THFLOOR, CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: Hyde Park Acquisition CORP DATE OF NAME CHANGE: 20070216 FORMER COMPANY: FORMER CONFORMED NAME: Rand Acquisition Corp. II DATE OF NAME CHANGE: 20060828 8-K 1 v140956_8k.htm Unassociated Document
 
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
 
Date of Report (Date of earliest event reported):
February 13, 2009
 
Essex Rental Corp.
(Exact name of registrant as specified in charter)
 
Delaware
000-52459
20-5415048
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
 
1110 Lake Cook Road, Suite 220, Buffalo Grove, Illinois
60089
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code:    847-215-6502
 
(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:
 
¨
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 240.13a-4(c))
 
 
 
 

 
Item 8.01  Other Events

On February 13, 2009, Essex Rental Corp. (the “Company”) and KCP Services LLC (the “Seller Representative”), as seller representative under the Purchase Agreement, dated March 6, 2008, as amended, among the Company, Essex Crane Rental Corp. (“Essex Crane”), Essex Holdings LLC, (“Holdings”), the members of Holdings and Seller Representative, finalized the calculation of the net working capital at October 31, 2008 (the “Final Working Capital”) of Essex Crane pursuant to Section 2.3 of the Purchase Agreement.   The Final Working Capital resulted in a $6,901 increase in the purchase price paid by the Company in connection with the acquisition of Essex pursuant to the Purchase Agreement.  Such increase represents the amount by which the Final Working Capital exceeded the estimate of Essex Crane’s net working capital delivered to the Company in connection with the closing of the acquisition of Essex Crane, together with interest thereon.  The Company paid such amount to the Seller Representative, on behalf of the former members of Holdings.

Also on February 13, 2009, pursuant to Section 3(f) of the Escrow Agreement, dated October 31, 2008, among the Company, Seller Representative, and Keybank National Association (the “Escrow Agent”), the Company and Seller Representative delivered joint written instructions to the Escrow Agent authorizing the release to Seller Representative, on behalf of the former members of Holdings, of $1,000,000, together with interest thereon, from the funds held by the Escrow Agent pursuant to the Escrow Agreement.  The balance of the funds held by the Escrow Agent pursuant to the Escrow Agreement will continue to be held in accordance with the terms thereof.

 
 
 
 
SIGNATURE
 
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.
 
 
  ESSEX RENTAL CORP.  
       
Date:  February 20, 2009  
By:
/s/ Martin Kroll  
    Name: Martin Kroll  
   
Title: Chief Financial Officer
  
       
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