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): December 31,
2008
ALPHA
SECURITY GROUP CORPORATION
(Exact
Name of Registrant as Specified in Charter)
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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328
West 77th
Street, New York, New York
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (212) 877-1588
_______________________________________________
(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 (see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry
into a Material Definitive Agreement.
On
December 31, 2008, Alpha Security Group Corporation, a Delaware corporation
(“Alpha” or the “Company”), and its newly formed, wholly owned subsidiary Alpha
Arizona Corp., an Arizona corporation (“Alpha Arizona”), entered into an
Agreement and Plan of Merger, Conversion and Share Exchange (the “Merger
Agreement”) with Soya China Pte. Ltd. (“Soya”) and the selling shareholders
party thereto (“Sellers”), which own 100% of the issued and outstanding equity
securities of Soya.
Business
Combination with Soya; Acquisition Consideration
Pursuant
to the Merger Agreement, Alpha will acquire from the Sellers all of Soya’s
issued and outstanding shares in exchange for an aggregate of 6,300,000 shares
of Alpha common stock and an aggregate of US$30,000,000. We refer to
this share exchange as the “Business Combination”. The Sellers have
agreed to place 3,150,000 of the shares in escrow, to be released to the Sellers
if the thresholds of $12.8 million and $17.2 million of adjusted net income of
the combined company are met for the fiscal years ending December 31, 2008 and
December 31, 2009, respectively. Subject to certain exceptions
related to force
majeure situations, in the event that such thresholds are not met, the
escrowed shares shall be released from escrow and repurchased by Alpha Bermuda
for the aggregate consideration of $1.00 and then retired and
cancelled. In addition, the Sellers are entitled to receive an
aggregate of up to an additional 6 million newly issued Alpha shares if the
thresholds of $19.5 million, $26 million and $34 million of the adjusted net
income of the combined company are met for the fiscal years ending December 31,
2009, December 31, 2010 and December 31, 2011, respectively
(the “Deferred Stock Payment”).
Redomestication
to Bermuda
Pursuant
to the Merger Agreement, and upon stockholder approval, the Company will
complete a corporate reorganization that would result in holders of the
Company’s securities holding securities in a Bermuda company (“Alpha Bermuda”),
rather than a Delaware corporation. The reorganization involves two
steps. First, the Company, the current Delaware corporation, will
effect a short-form merger pursuant to Section 253 of the General Corporation
Law of the State of Delaware in which it will merge with and into Alpha Arizona,
its wholly owned Arizona subsidiary, with Alpha Arizona surviving the merger
(the “Merger”). Second, after the Merger, and upon the approval of
Alpha’s stockholders, Alpha Arizona will become Alpha Bermuda, a Bermuda
company, pursuant to a conversion and continuation procedure under Arizona and
Bermuda law (the “Conversion”, together with the Merger, the
“Redomestication”). The Redomestication will change the Company’s
place of incorporation from Delaware to Bermuda.
The
Redomestication will result in all of the Company’s issued and outstanding
shares of common stock immediately prior to the Redomestication converting into
shares of Alpha Bermuda, and all units, warrants and other rights to purchase
the Company’s common stock immediately prior to the Redomestication being
exchanged for substantially equivalent securities of Alpha
Bermuda. The shares of Alpha Bermuda shall continue to be quoted on
NYSE Alternext US LLC or such other public trading market on which its shares
may be trading at such time. The Company will cease to exist and
Alpha Bermuda will be the surviving corporation. In connection
therewith, Alpha Bermuda will assume all the property, rights, privileges,
agreements, powers and franchises, debts, liabilities, duties and obligations of
the Company, including any and all agreements, covenants, duties and obligations
of the Company set forth in the Merger Agreement.
The
Merger, the Conversion and the Business Combination are part of the same
integrated transaction, and none of the Merger, the Conversion or the Business
Combination will occur without the other.
The
Merger and the Conversion require the affirmative vote of the holders of a
majority of the issued and outstanding shares of the common stock of the
Company, and the Business Combination requires the affirmative vote of the
holders of a majority of the shares of common stock sold in the initial public
offering of the Company voted at the meeting, provided, that the Business
Combination will only proceed if holders of less than 35% of the shares of the
common stock of the Company sold in its initial public offering exercise their
redemption rights to redeem their shares for cash as provided in the Company’s
Fourth Amended and Restated Certificate of Incorporation.
At the
closing of the Business Combination, the parties will enter into a registration
rights agreement and voting agreement, and the Sellers will enter into lock-up
agreements. Certain officers of Soya will also enter into employment agreements
with the surviving corporation.
Each of
the signatories to the Merger Agreement also made certain representations
and warranties to the other parties of the Merger Agreement.
For other
information regarding the Redomestication and Business Combination, see the
press release attached hereto and incorporated herein by reference.
The
Company and its directors and executive officers may be deemed to be
participants in the solicitation of proxies for the special meeting of the
Company’s stockholders to be held to approve the Redomestication and Business
Combination.
Additional
Information
Alpha
intends to file with the SEC a preliminary proxy statement in connection with
the proposed transaction. The Company’s stockholders are advised to read, when
available, the Company’s definitive proxy statement in connection with the
Company’s solicitation of proxies for the special meeting because it will
contain important information not contained in this Current Report on Form
8-K. The definitive proxy statement will be mailed to stockholders as
of a record date to be established for voting on the proposed Redomestication
and Business Combination. Stockholders will also be able to obtain a copy of the
definitive proxy statement, without charge, by directing a request to: Alpha
Security Group Corporation, 328 West 77th Street,
New York, NY 10024 Attn: Steven M. Wasserman. The proxy statement, once
available, can also be obtained, without charge, at the Securities and Exchange
Commission’s internet site (http://www.sec.gov).
Item
3.02 Unregistered
Sales of Equity Security.
The disclosures contained in Item 1.01
above are incorporated herein by reference. We expect to rely on the exemption
from registration provided by Section 4(2) of the Securities Act of 1933, as
amended, for the issuance of the Alpha common stock to the Sellers in the
Business Combination and the Deferred Stock Payment.
Item
7.01 Regulation
FD Disclosure.
Contemporaneously with this Current
Report on Form 8-K, the Company issued a press release, a copy of which is
attached as Exhibit 99.1 hereto and incorporated herein by this reference, in
which it announced the Merger Agreement. This information shall not
be deemed to be “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934 and shall not be deemed to be incorporated by reference in
any filing under the Securities Act of 1933, as amended.
Item
9.01 Financial
Statements and Exhibits.
The representations and warranties made
by the Company and Soya in the Merger Agreement filed herewith were made as of a
specified date and are qualified by information contained in disclosure
schedules that the Company and Soya delivered to each other in connection with
the execution of the Merger Agreement. Representations and warranties may be
used as a tool to allocate risks between the parties to the Merger Agreement,
including where the parties do not have complete knowledge of all facts.
Shareholders are not third-party beneficiaries under the Merger Agreement and
should not rely on the representations, warranties and covenants as
characterizations of the actual state of facts or conditions of the Company or
of Soya.
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Exhibit No.
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Description
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10.1
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Agreement
and Plan of Merger, Conversion and Share Exchange by and among Alpha
Security Group Corporation, Alpha Arizona Corp., Soya China Pte. Ltd. and
the Selling Shareholders
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99.1
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Press
Release dated January 6,
2009
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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.
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| Dated: January
6, 2009 |
ALPHA
SECURITY GROUP CORPORATION |
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By:
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/s/ Steven M. Wasserman |
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Name: Steven
M. Wasserman
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Title: Chief
Executive Officer and President
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EXHIBIT
INDEX
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Exhibit No.
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Description
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10.1
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Agreement
and Plan of Merger, Conversion and Share Exchange by and among Alpha
Security Group Corporation, Alpha Arizona Corp., Soya China Pte. Ltd. and
the Selling Shareholders
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99.1
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Press
Release dated January 6,
2009
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