UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported): January 22,
2010
OVERTURE ACQUISITION
CORP.
(Exact
name of registrant as specified in its charter)
Cayman
Islands
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001-33924
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98-0576724
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(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
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|
|
|
c/o
Maples Corporate Services Limited
Ugland
House
Grand
Cayman, Cayman Islands
|
KY1-1104
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(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
(646) 736-1376
Not
Applicable
(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 to the registrant under any of
the following provisions:
|
Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
|
ADDITIONAL INFORMATION AND
FORWARD-LOOKING STATEMENTS
OVERTURE
ACQUISITION CORP. (“OVERTURE”) AND JEFFERSON NATIONAL FINANCIAL CORP. (“JNF”)
CLAIM THE PROTECTION OF THE SAFE HARBOR FOR “FORWARD-LOOKING STATEMENTS” WITHIN
THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT ARE NOT HISTORICAL FACTS. SUCH
FORWARD-LOOKING STATEMENTS, BASED UPON THE CURRENT BELIEFS AND EXPECTATIONS OF
MANAGEMENT OF OVERTURE AND JNF REGARDING, AMONG OTHER THINGS, OVERTURE’S
PROPOSED BUSINESS COMBINATION DISCUSSED HEREIN AND THE BUSINESS OF JNF AND ITS
SUBSIDIARIES, ARE SUBJECT TO RISKS AND UNCERTAINTIES, WHICH COULD CAUSE ACTUAL
RESULTS TO DIFFER FROM THE FORWARD-LOOKING STATEMENTS. THE FOLLOWING FACTORS,
AMONG OTHERS, COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THOSE SET FORTH IN THE
FORWARD-LOOKING STATEMENTS: (1) OVERTURE’S ABILITY TO COMPLETE ITS PROPOSED
BUSINESS COMBINATION WITHIN THE SPECIFIED TIME LIMITS; (2) OFFICERS AND
DIRECTORS ALLOCATING THEIR TIME TO OTHER BUSINESSES OR POTENTIALLY HAVING
CONFLICTS OF INTEREST WITH OVERTURE’S BUSINESS OR IN APPROVING THE TRANSACTION;
(3) SUCCESS IN RETAINING OR RECRUITING, OR CHANGES REQUIRED IN, OVERTURE’S
OFFICERS, KEY EMPLOYEES OR DIRECTORS FOLLOWING THE TRANSACTION; (4) DELISTING OF
OVERTURE’S SECURITIES FROM THE NYSE AMEX FOLLOWING THE TRANSACTION; (5) THE
POTENTIAL LIQUIDITY AND TRADING OF OVERTURE’S PUBLIC SECURITIES; (6) OVERTURE’S
REVENUES AND OPERATING PERFORMANCE; (7) CHANGES IN OVERALL ECONOMIC CONDITIONS;
(8) ANTICIPATED BUSINESS DEVELOPMENT ACTIVITIES OF OVERTURE FOLLOWING THE
TRANSACTION; (9) CHANGING INTERPRETATIONS OF GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES, (10) CONTINUED COMPLIANCE WITH GOVERNMENT REGULATIONS, (11) CHANGING
LEGISLATION OR REGULATORY ENVIRONMENTS (12) RISKS AND COSTS ASSOCIATED WITH
REGULATION OF CORPORATE GOVERNANCE AND DISCLOSURE STANDARDS (INCLUDING PURSUANT
TO SECTION 404 OF THE SARBANES-OXLEY ACT OF 2002); AND (13) OTHER RELEVANT RISKS
DETAILED IN OVERTURE’S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION
(“SEC”) AND THOSE FACTORS LISTED IN THE DEFINITIVE PROXY STATEMENT/PROSPECTUS
UNDER “
RISK FACTORS
.”
THE INFORMATION SET FORTH HEREIN SHOULD BE READ IN LIGHT OF SUCH RISKS. NEITHER
OVERTURE NOR JNF ASSUMES ANY OBLIGATION TO UPDATE THE INFORMATION CONTAINED IN
THIS REPORT.
ON
JANUARY 8, 2010 OVERTURE FILED A DEFINITIVE PROXY STATEMENT/PROSPECTUS PURSUANT
TO RULE 424(b)(2) WITH THE SEC. THE DEFINITIVE PROXY STATEMENT/PROSPECTUS WAS
MAILED TO SHAREHOLDERS AND WARRANTHOLDERS, AS THE CASE MAY BE, AS OF JANUARY 7,
2010. SHAREHOLDERS, WARRANTHOLDERS AND OTHERS CAN ALSO OBTAIN A COPY OF THE
DEFINITIVE PROXY STATEMENT/PROSPECTUS, WITHOUT CHARGE, BY DIRECTING A REQUEST TO
OVERTURE IN WRITING AT, MAPLES CORPORATE SERVICES LIMITED,
UGLAND HOUSE, GRAND CAYMAN
KY1-1104,
CAYMAN
ISLANDS
, OR BY TELEPHONE AT
(646) 736-1376
. FREE
COPIES OF THESE DOCUMENTS CAN ALSO BE OBTAINED AT THE SEC’S INTERNET SITE (
http://www.sec.gov
).
OVERTURE,
JNF AND THEIR RESPECTIVE DIRECTORS AND EXECUTIVE OFFICERS MAY BE DEEMED TO BE
PARTICIPANTS IN THE SOLICITATION OF PROXIES FOR THE SPECIAL MEETINGS OF
OVERTURE’S SHAREHOLDERS AND OVERTURE’S WARRANTHOLDERS TO BE HELD TO APPROVE THE
PROPOSED TRANSACTIONS. THE UNDERWRITERS OF OVERTURE’S INITIAL PUBLIC OFFERING
MAY PROVIDE ASSISTANCE TO OVERTURE, JNF AND THEIR RESPECTIVE DIRECTORS AND
EXECUTIVE OFFICERS, AND MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF
PROXIES. A SUBSTANTIAL PORTION OF THE UNDERWRITERS’ FEES RELATING TO OVERTURE’S
INITIAL PUBLIC OFFERING WERE DEFERRED PENDING STOCKHOLDER APPROVAL OF OVERTURE’S
INITIAL BUSINESS COMBINATION, AND SHAREHOLDERS ARE ADVISED THAT THE UNDERWRITERS
HAVE A FINANCIAL INTEREST IN THE SUCCESSFUL OUTCOME OF THE PROXY SOLICITATION.
INFORMATION ABOUT OVERTURE’S DIRECTORS AND EXECUTIVE OFFICERS IS AVAILABLE IN
ITS ANNUAL REPORT. ADDITIONAL INFORMATION REGARDING THE INTERESTS OF POTENTIAL
PARTICIPANTS IS INCLUDED IN THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS.
THE
INFORMATION ON OVERTURE’S WEBSITE IS NOT, AND SHALL NOT BE DEEMED TO BE, A PART
OF THIS CURRENT REPORT OR INCORPORATED IN FILINGS OVERTURE MAKES WITH THE
SEC.
THIS
COMMUNICATION SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES, NOR SHALL THERE BE ANY SALE OF SECURITIES IN ANY
JURISDICTIONS IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION. NO OFFERING OF SECURITIES SHALL BE MADE EXCEPT BY MEANS OF A
PROSPECTUS MEETING THE REQUIREMENTS OF SECTION 10 OF THE SECURITIES ACT OF 1933,
AS AMENDED.
Item
1.01 Entry
into Material Agreement
Victory Park
Agreement
On
January 26, 2010, the Company issued a press release announcing that it has
entered into an agreement (the “Agreement”) with Victory Park Capital Advisors,
LLC (“Victory Park”), pursuant to which funds managed by Victory Park or other
purchasers acceptable to Victory Park and the Company will use their reasonable
best efforts to purchase up to an aggregate of approximately 2.0 million shares
of the Company’s ordinary shares from third parties prior to the Extraordinary
General Meeting of Shareholders described in the Company’s definitive proxy
statement/prospectus filed with the Securities and Exchange Commission (“SEC”)
January 8, 2010 (the “Proxy Statement/Prospectus”). Victory Park is
not an affiliate of the Company or any of, its officers and directors and/or
their respective affiliates, or JNF, JNL, JNL Bermuda, Overture Re Holdings,
Overture Re (each as defined below), or their officers and directors and/or
their respective affiliates. It is anticipated that Victory Park will effect
purchases of the Company’s ordinary shares through independent, privately
negotiated transactions with third parties who are institutions or other
sophisticated investors that have voted against or indicated an intention to
vote against the Business Combination.
Pursuant
to the Agreement, the Company will pay Victory Park a fee of 1.5% of the value
of all Company ordinary shares purchased by Victory Park from third parties. In
connection with the purchases of Company ordinary shares by Victory Park
pursuant to the Agreement, Victory Park and the Company will enter into a stock
purchase agreement (the “Victory Purchase Agreement”), pursuant to which the
Company will agree to purchase the ordinary shares from Victory Park at a price
equal to the aggregate purchase price paid by Victory Park for the Company
ordinary shares plus the 1.5% fee described above. Although Victory Park has a
reasonable best efforts obligation to purchase Company shares pursuant to the
Victory Purchase Agreement, there can be no assurance that any such purchases
will be made. Such purchases, if made, would increase the likelihood that a
majority of the Company’s ordinary shares will be voted in favor of the Business
Combination.
Item
8.01. Other
Information
Entry into Ordinary Share
Repurchase Agreements
Overture
has entered into agreements to purchase an aggregate of 5,060,383 ordinary
shares sold in its initial public offering in privately negotiated
transactions (the “Purchase Agreements”) from shareholders of
Overture. Pursuant to the Purchase Agreements and in exchange for the
aggregate purchase price, each of the holders has agreed to vote, or granted a
proxy to vote, their ordinary shares in favor of each of the shareholder
proposals set forth in the Company’s Proxy Statement/Prospectus.
Adjournment of Extraordinary
General Meeting of Shareholders
Overture also announced today that
it intends to convene and then adjourn, without conducting any
business, its Extraordinary General Meeting of Shareholders until Friday,
January 29, 2010, at 10:00 a.m. Eastern Time in order to give Overture
shareholders additional time to vote on the proposals to be
considered at that Extraordinary General Meeting. The Special Meeting of
Warrantholders will be held, as scheduled, January 27, 2010, at 10:00 a.m.,
at the offices of Ellenoff Grossman & Schole LLP, 150 East 42
nd
Street,
11
th
Floor, New York, New York.
As more
fully described in Overture's Proxy Statement/Prospects, shareholders
and warrantholders may revoke their proxy and change their
vote at any time before the applicable shareholder and warrantholder
meetings.
Continued NYSE Amex Listing
of Shares and Warrants; NASDAQ Application
The
Company plans to apply for and cause its new warrants to be issued to its
warrantholders in exchange for the existing warrants, assuming warrantholders
approve the proposed amendment to the warrant agreement, to be listed on the
Over-the-Counter Bulletin Board (“OTCBB”) following consummation of the proposed
Business Combination (defined below). The Company expects the warrants to begin
trading on the OTCBB the day following consummation of the Business
Combination.
The NYSE
Amex requires, as a condition to maintain listing following a merger, that the
issuer’s securities meet initial listing qualifications, including being held of
record by at least 400 public shareholders. It is likely that the Company will
not meet this standard immediately following the Business
Combination. As requested by the NYSE Amex, five business days after
the consummation of the Business Combination the Company will provide to the
NYSE Amex an updated list of its shareholders. The Company expects
the number of shareholders of the Company to be less than the minimum required
by the NYSE Amex. As a result of having too few beneficial holders,
the Company expects the NYSE Amex would thereafter issue a delisting letter if
it does not meet the exchange’s listing standards at that time. The exchange’s
procedure for delisting would then begin, and under the exchange’s rules, the
Company’s ordinary shares currently trading on the exchange would continue to
trade while the Company seeks to appeal the delisting and present a plan to
bring the Company back into compliance. The board of directors and
management of the Company are evaluating all potential options both to maintain
the listing of the Company’s ordinary shares on the exchange and, in the case
that the exchange determines to delist the Company’s securities, to take
necessary remedial actions to cure any deficiency or to list the ordinary shares
on the OTCBB. The Company cannot provide assurance, however, that the Company
will be able to meet the listing requirements. Additionally, the
Company has withdrawn its application to list on NASDAQ.
Bermuda Monetary
Authority
The Company has received, effective
January 25, 2010, its Certificate of Registration as a Long-Term Insurer in
Bermuda, issued by the Bermuda Monetary Authority (“BMA”) for reinsurance
business with JNL (defined below). The Company expects that the
registration will be extended by the BMA to other third party business in due
course. At this time other third party reinsurance business would
require BMA approval.
Jefferson National Financial
Corp. Purchases
Pursuant
to the Master Agreement, dated December 10, 2009, by and among the Company,
Overture Re Holdings, Ltd., the Company’s newly-formed wholly-owned holding
company (“Overture Re Holdings”), Jefferson National Financial Corp., a Delaware
corporation (“JNF”), Jefferson National Life Insurance Company, a Texas
insurance company and wholly-owned subsidiary of JNF (“JNL”), JNL Bermuda LLC, a
newly formed Delaware limited liability company and wholly-owned subsidiary of
JNL (“JNL Bermuda”), JNF Asset Management LLC, a Delaware limited liability
company and certain founders of Overture, pursuant to which, among other things,
following a future closing and amalgamation with JNL Bermuda, Overture Re Ltd.,
a to-be-formed wholly-owned subsidiary of Overture Re Holdings (“Overture Re”)
will reinsure blocks of annuities and acquire a portfolio of securities in
consideration for up to $120,000,000 and Overture Re will be a long term
reinsurer domiciled in Bermuda (collectively, the “Business Combination”), JNL
agreed to purchase up to 24.5% of the Company’s ordinary shares (based on the
trust value at closing) in open market or privately negotiated
transactions. On January 15, 2010, JNL and its affiliates filed with
the SEC a statement of beneficial ownership on Schedule 13D reporting that on
January 7, 2010, JNL purchased 986,600 ordinary shares of the Company on the
open market using working capital of JNL at the price of $10.03 per share and on
January 13, 2010, JNL purchased 788,200 ordinary shares of the Company on the
open market using working capital of JNL at the price of $10.04 per
share. All such ordinary shares are expected to be voted in favor of
the Company’s proposed Business Combination.
Exhibits
The
Agreement with Victory Park is annexed hereto as Exhibit 10.1 and the form of
Purchase Agreement is annexed hereto as Exhibit 10.2. A copy of the
press release relating to Victory Park is annexed hereto as Exhibit 99.1 and a
copy of the press release relating to the ordinary share repurchases is annexed
hereto as Exhibit 99.2. Each of Exhibits 10.1, 10.2, 99.1 and 99.2
are incorporated herein by reference.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits
10.1
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Agreement
with Victory Park dated January 26,
2010
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10.2
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Form
of Purchase Agreement
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99.1
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Press
Release, dated January 26, 2010
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99.2
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Press
Release, dated January 26, 2010
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
January
26, 2010
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OVERTURE
ACQUISITION CORP.
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By:
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/s/ Marc
J. Blazer
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Name: Marc
J. Blazer
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Title:
President
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