þ
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The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
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o
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The filing of a registration statement under the Securities Act of 1933.
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o
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A tender offer.
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o
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None of the above.
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Transaction Value*
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Amount of Filing Fee**
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$ 4,138,720
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$481
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*
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For purposes of calculating the filing fee only, this amount assumes the aggregate cash payment of $4,138,720 by the Issuer in lieu of fractional shares immediately following a 1-for-950,000 reverse split to holders of fewer than 950,000 shares of the Issuer’s common stock prior to the reverse split. The aggregate cash payment is equal to the product of a price of $2.50 per pre-split share and approximately 1,655,488 pre-split shares, the estimated aggregate number of shares held by such holders.
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**
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The amount of the filing fee, calculated in accordance with Exchange Act Rule 0-11(b), equals 0.00011610 multiplied by the transaction valuation.
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þ
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) of the Securities Exchange Act of 1934 and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(a)
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Name and Address. The information set forth in the Information Statement under the caption “Background – The Filing Persons” is incorporated herein by reference.
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(b)
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Securities. The information set forth in the Information Statement under the caption “Background – The Company’s Securities” is incorporated herein by reference.
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(c)
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Trading Market and Price. The information set forth in the Information Statement under the caption “Background – The Company’s Securities” is incorporated herein by reference.
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(d)
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Dividends. The information set forth in the Information Statement under the caption “Background – The Company’s Securities” is incorporated herein by reference.
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(e)
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Prior Public Offerings. None.
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(f)
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Prior Stock Purchases. The information set forth in the Information Statement under the caption “Background – Security Ownership of Certain Beneficial Owners and Management” is incorporated herein by reference.
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(a)
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Name and Address. The information set forth in the Information Statement under the caption “Background – The Filing Persons” is incorporated herein by reference.
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(b)
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Business and Background of Entities. The information set forth in the Information Statement under the caption “Background – The Filing Persons” is incorporated herein by reference.
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(c)
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Business and Background of Natural Persons. The information set forth in the Information Statement under the caption “Background – Management” is incorporated herein by reference.
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(a)
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Material Terms. The information set forth in the Information Statement under the caption “Summary Term Sheet” is incorporated herein by reference.
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(b)
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Different Terms. The information set forth in the Information Statement under the caption “Summary Term Sheet – Reverse Stock Split” and “Summary Term Sheet – Continuing Shareholders” is incorporated herein by reference.
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(c)
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Appraisal Rights. The information set forth in the Information Statement under the caption “Special Factors – Dissenters’ Rights” is incorporated herein by reference
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(d)
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Provisions for Unaffiliated Security Holders. The information set forth in the Information Statement under the caption “Special Factors - Access Rights” is incorporated herein by reference.
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(e)
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Eligibility for Listing or Trading. Not applicable.
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(a)
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Transactions. The information set forth in the Information Statement under the caption “Background – Related Party Transactions” is incorporated herein by reference.
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(b)
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Significant Corporate Events. None.
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(c)
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Negotiations or Contacts. None.
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(d)
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Agreements Involving the Company’s Securities. The information set forth in the Information Statement under the caption “Background – Security Ownership of Certain Beneficial Owners and Management” is hereby incorporated by reference with respect to stock options and warrants held by the Company’s officers and directors.
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(a)
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Use of Securities Acquired. The information set forth in the Information Statement under the caption “Background – Structure of the Transaction” is incorporated herein by reference.
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(b)
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Plans. The information set forth in the Information Statement under the caption “Special Factors – Effects of the Reverse Stock Split” is incorporated herein by reference.
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(a)
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Purposes. The information set forth in the Information Statement under the caption “Special Factors – Purpose and Reasons for the Reverse Stock Split” is incorporated herein by reference.
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(b)
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Alternatives. The information set forth in the Information Statement under the caption “Special Factors – Alternatives to the Reverse Stock Split” is incorporated herein by reference.
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(c)
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Reasons. The information set forth in the Information Statement under the caption “Special Factors – Purpose and Reasons for the Reverse Stock Split” is incorporated herein by reference.
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(d)
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Effects. The information set forth in the Information Statement under the caption “Special Factors – Effects of the Reverse Stock Split” is incorporated herein by reference.
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(a)
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Fairness. The information set forth in the Information Statement under the captions “Special Factors – Background of the Transaction”, “Special Factors – Fairness of the Reverse Stock Split” and “Special Factors – Reports, Opinions or Appraisals” is incorporated herein by reference.
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(b)
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Factors Considered in Determining Fairness. The information set forth in the Information Statement under the caption “Special Factors – Fairness of the Reverse Stock Split” is incorporated herein by reference.
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(c)
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Approval of Security Holders. The information set forth in the Information Statement under the caption “Special Factors – Board of Directors and Shareholder Approval” is incorporated herein by reference.
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(d)
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Unaffiliated Representative. The information set forth in the Information Statement under the caption “Special Factors – Fairness of the Reverse Stock Split” is incorporated herein by reference.
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(e)
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Approval of Directors. The information set forth in the Information Statement under the caption “Special Factors – Board of Directors and Shareholder Approval” is incorporated herein by reference.
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(f)
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Other Offers. None.
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(a)
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Report, Opinion or Appraisal. The information set forth in the Information Statement under the captions “Special Factors – Background of Transaction”, “Special Factors – Fairness of the Reverse Stock Split” and “Special Factors – Reports, Opinions or Appraisals” is incorporated herein by reference.
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(b)
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Preparer and Summary of the Report, Opinion or Appraisal. The information set forth in the Information Statement under the captions “Special Factors – Background of Transaction”, “Special Factors – Fairness of the Reverse Stock Split” and “Special Factors – Reports, Opinions or Appraisals” is incorporated herein by reference.
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(c)
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Availability of Documents. The information set forth in the Information Statement under the caption “Special Factors – Fairness of the Reverse Stock Split” and “Special Factors – Reports, Opinions or Appraisals” is incorporated herein by reference.
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(a)
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Source of Funds. The information set forth in the Information Statement under the caption “Special Factors – Source and Amount of Funds” is incorporated herein by reference.
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(b)
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Conditions. Not applicable.
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(c)
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Expenses. The information set forth in the Information Statement under the caption “Special Factors – Source and Amount of Funds” is incorporated herein by reference.
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(d)
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Borrowed Funds. Not applicable.
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(a)
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Securities Ownership. The information set forth in the Information Statement under the caption “Background – Security Ownership of Certain Beneficial Owners and Management” is incorporated herein by reference .
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(b)
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Securities Transactions. Not applicable.
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(a)
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Intent to Tender or Vote in Going-Private Transaction. Not applicable.
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(b)
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Recommendations of Others. Not applicable.
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(a)
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Financial Statements. The information set forth in the Information Statement under the caption “Financial Information” is incorporated herein by reference.
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(b)
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Pro Forma Information. The information set forth in the Information Statement under the caption “Financial Information” is incorporated herein by reference.
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(a)
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Solicitations or Recommendations. None.
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(b)
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Employees and Corporate Assets. The information set forth in the Information Statement under the caption “Information Statement” is incorporated herein by reference.
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(a)
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Other Material Information. The information set forth in the Information Statement and each Exhibit or Appendix thereto is incorporated herein by reference.
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(a)
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Information Statement of Kent International Holdings, Inc. filed on August 22, 2011 is incorporated herein by reference.
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(b)
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Annual Savings Chart is hereby incorporated by reference to Appendix E of the Information Statement of Kent International Holdings, Inc.
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(c)
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Valuation Report dated July 24, 2011 prepared by Seidman & Co., Inc. is hereby incorporated by reference to Appendix F of the Information Statement of Kent International Holdings, Inc.
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(d)
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Fairness Opinion, dated August 10, 2011, of Seidman & Co., Inc. is hereby incorporated herein by reference to Appendix G of the Information Statement of Kent International Holdings, Inc.
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(e)
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“Special Factors — Dissenters’ Rights” is hereby incorporated herein by reference to the Information Statement of Kent International Holdings, Inc.
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KENT INTERNATIONAL HOLDINGS, INC.
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/s/ |
Paul O. Koether
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Name:
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Paul O. Koether
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Title:
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Chairman and Chief Executive Officer
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Dated
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September 13 , 2011
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KENT FINANCIAL SERVICES, INC.
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/s/ |
Paul O. Koether
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Name:
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Paul O. Koether
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Title:
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Chairman and Chief Executive Officer
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Dated
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September 13 , 2011
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PAUL O. KOETHER | ||
/s/ Paul O. Koether
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BRYAN P. HEALY | ||
/s/ Bryan P. Healey |