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): August 3, 2015 (July 31, 2015)
CHART ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35762 | 45-28532218 | ||
| (State or other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
c/o The Chart Group, L.P. 555 5th Avenue 19th Floor New York, NY |
10017 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: 212-350-8205
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))
Introductory Note
On July 31, 2015, Chart Acquisition Corp. (the “Company”) consummated the previously announced business combination (the “Business Combination”) providing for the combination of the Company and Tempus Applied Solutions, LLC (“Tempus”) under a new holding company called Tempus Applied Solutions Holdings, Inc. (“Tempus Holdings”) in accordance with the Agreement and Plan of Merger, dated as of January 5, 2015 (as amended, the “Merger Agreement”), by and among Tempus, each of the members of Tempus named therein (the “Members”), the Members’ Representative named therein, the Company, Tempus Holdings, Chart Merger Sub Inc., TAS Merger Sub LLC, Chart Financing Sub Inc., TAS Financing Sub Inc., the Chart Representative named therein, and, for the limited purposes set forth therein, the Warrant Offerors named therein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On July 31, 2015, the Company held a special meeting of its stockholders (the “Special Meeting”) for the following purposes:
(1) to consider and vote upon a proposal to approve the Merger Agreement providing for the Business Combination (the “Business Combination Proposal”);
(2) to consider and vote upon a proposal to approve and adopt the Tempus Applied Solutions Holdings, Inc. 2015 Omnibus Equity Incentive Plan (the “Incentive Plan Proposal”); and
(3) to consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal or the Incentive Plan Proposal (the “Adjournment Proposal” and, together with the Business Combination Proposal and the Incentive Plan Proposal, the “Proposals”).
There were 5,077,529 shares of common stock of the Company issued and outstanding on July 2, 2015, the record date for the Special Meeting. At the Special Meeting there were 4,985,780 shares voted by proxy or in person. The affirmative vote of a majority of the votes cast by stockholders present in person or represented by proxy at the Special Meeting was required to approve each of the Proposals. The number of shares of Common Stock presented for redemption was 2,808,329. The results for each matter were as follows:
Business Combination Proposal
| ● | The Company’s stockholders approved the Business Combination Proposal, based on the following votes: |
| Votes For | Votes Against | Abstentions | |||
| 4,985,780 | 0 | 0 |
Incentive Plan Proposal
| ● | The Company’s stockholders approved the Incentive Plan Proposal, based on the following votes: |
| Votes For | Votes Against | Abstentions | |||
| 4,785,780 | 200,000 | 0 |
Adjournment Proposal
| ● | The Company’s stockholders approved the Adjournment Proposal, based on the following votes: |
| Votes For | Votes Against | Abstentions | |||
| 4,785,780 | 200,000 | 0 |
| 2 |
| Item 8.01. | Other Events. |
On August 3, 2015, the Company issued a press release announcing the consummation of the Business Combination. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Description | |
| 99.1 | Press Release, dated August 3, 2015 |
| 3 |
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.
| CHART ACQUISITION CORP. | |
| Date: August 3, 2015 | /s/ Michael LaBarbera |
| Name: Michael LaBarbera | |
| Title: Chief Financial Officer |
4
Exhibit 99.1
CHART ACQUISITION
COMPLETES BUSINESS COMBINATION WITH TEMPUS APPLIED SOLUTIONS
New York, NY/Williamsburg, VA, August 3, 2015 — Chart Acquisition Corp. (OTCQB: CACG; CACGW; CACGU) announced the closing of its business combination with Tempus Applied Solutions, LLC, an aviation solutions company, creating a new holding company called Tempus Applied Solutions Holdings, Inc.
Tempus Holdings’ common stock and warrants will commence trading on the OTCQB Marketplace under the ticker symbols “TMPS” and “TMPSW,” respectively, on Tuesday, August 4, 2015.
“Our team at Tempus has spent years building the expertise and credibility to meet the requirements of governments, heads of state, and large commercial operators as they must upgrade their aircraft to meet modern electronics, communications, and other system requirements,” said B. Scott Terry, founder and CEO of Tempus, who will serve as CEO of Tempus Holdings. We believe that we will be a significant player in this growing and demanding market and, as a public company, we will now have access to financial resources to meet near-term customer requirements and future expansion.”
“Tempus is one of the few companies in this rapidly expanding specialty market that provide complex communications, navigation, and electronics upgrades and solutions for special-mission aircraft, for both government and commercial use,” explained Joseph R. Wright, who will serve as chairman of the board of Tempus Holdings. Regulatory changes are occurring today around the world that require aircraft to be upgraded to meet new, more stringent, safety and other standards and performance requirements, which we believe will provide an opportunity for significant growth for Tempus Holdings. We look forward to working with Scott Terry, who has many years of proven results in this industry and is highly qualified to lead this company.”
Cowen and Company, LLC, acted as financial adviser to Chart, and Ellenoff Grossman & Schole, LLP, served as legal counsel to Chart. Alston & Bird, LLP, served as legal counsel to Tempus.
About Tempus Applied Solutions, LLC
Headquartered in Williamsburg, Virginia, Tempus provides turnkey and customized design, engineering, modification and integration services, and operations solutions that support aircraft critical mission requirements for various international customers including the United States Department of Defense, other U.S. government agencies, foreign governments, and heads of state. Tempus designs and implements special-mission aircraft modifications related to intelligence; surveillance and reconnaissance systems; new generation command, control and communications systems; and VIP interior components. Tempus also provides ongoing operational support, including flight crews, maintenance, and other services to its customers.
Forward-Looking Statements
This press release contains forward-looking statements that involve a number of judgments, risks, and uncertainties concerning the business combination and Tempus Holdings’ expected performance, as well as its strategic and operational plans. Accordingly, actual events or results may differ materially from those described in this press release. The factors described above, as well as risk factors described in reports filed with the Securities and Exchange Commission by Chart and Tempus Holdings, could cause our financial and operational results to differ materially from estimates or expectations reflected in the forward-looking statements set forth in this press release. We do not undertake any obligation to update any forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.
Contact Information - Tempus Media Relations
Jack Bacot, vice president of marketing & media
jack@tempus-magazine.com
+1 (864) 430-8785
Tempus Applied Solutions, LLC
133 Waller Mill Rd., Suite 100,
Williamsburg, VA 23185 USA
Telephone: +1 757-969-6188