- Filing of certain prospectuses and communications in connection with business combination transactions (425)
April 23 2009 - 6:02AM
Edgar (US Regulatory)
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): April 22, 2009
Victory Acquisition Corp.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-33419
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20-8218483
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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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970 West Broadway, PMB 402, Jackson, Wyoming
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83001
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants Telephone Number, Including Area Code: (307) 734-2645
N/A
(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):
x
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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 240.13e4(c))
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VICTORY ACQUISTION CORP. (VICTORY) IS HOLDING PRESENTATIONS FOR CERTAIN OF ITS STOCKHOLDERS REGARDING ITS
ACQUISITION OF TOUCHTUNES CORPORATION (TOUCHTUNES), AS DESCRIBED IN THE CURRENT REPORT ON FORM 8-K OF VICTORY DATED MARCH 23, 2009, AS AMENDED. SUCH CURRENT REPORT AND THIS CURRENT REPORT ON FORM 8-K, INCLUDING SOME OR ALL OF THE
EXHIBITS ATTACHED THERETO AND HERETO, WILL BE DISTRIBUTED TO PARTICIPANTS AT SUCH PRESENTATIONS.
STOCKHOLDERS OF VICTORY AND OTHER INTERESTED PERSONS ARE
ADVISED TO READ VICTORYS DEFINITIVE PROXY STATEMENT/PROSPECTUS IN CONNECTION WITH VICTORYS SOLICITATION OF PROXIES FOR THE SPECIAL MEETING BECAUSE THIS PROXY STATEMENT/PROSPECTUS CONTAINS IMPORTANT INFORMATION. SUCH PERSONS CAN ALSO READ
VICTORYS FINAL PROSPECTUS, DATED APRIL 24, 2007, ISSUED IN CONNECTION WITH VICTORYS INITIAL PUBLIC OFFERING FOR A DESCRIPTION OF THE SECURITY HOLDINGS OF THE VICTORY OFFICERS AND DIRECTORS AND OF CITIGROUP AND THEIR RESPECTIVE INTERESTS
IN THE SUCCESSFUL CONSUMMATION OF THIS BUSINESS COMBINATION. THE DEFINITIVE PROXY STATEMENT/PROSPECTUS WAS MAILED TO VICTORY STOCKHOLDERS AS OF APRIL 7, 2009, THE RECORD DATE ESTABLISHED FOR VOTING ON THE ACQUISITION. STOCKHOLDERS WILL ALSO BE ABLE
TO OBTAIN A COPY OF THE DEFINITIVE PROXY STATEMENT/PROSPECTUS, WITHOUT CHARGE, BY DIRECTING A REQUEST TO: VICTORY ACQUISTION CORP., 970 WEST BROADWAY, PMB 402, JACKSON, WYOMING 83001. THE DEFINITIVE PROXY STATEMENT/PROSPECTUS CAN ALSO BE OBTAINED,
WITHOUT CHARGE, AT THE SECURITIES AND EXCHANGE COMMISSIONS INTERNET SITE (
HTTP://WWW.SEC.GOV
).
As previously disclosed, Victory
Acquisition Corp. (Victory) and TouchTunes Corporation (TouchTunes) have entered into a merger agreement pursuant to which TouchTunes will become a wholly-owned subsidiary of Victory following approval of the merger by
Victorys stockholders (the Merger).
On April 22, 2009, Victory issued a press release announcing certain
information relating to the Merger and Victorys special meeting of stockholders. A copy of the press release for such announcement is attached to this Report as Exhibit 99.1.
The information in this Current Report is being furnished and shall not be deemed filed for the purposes of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933.
Item 9.01.
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Financial Statements and Exhibits.
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Exhibit
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Description
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99.1
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Press release, dated April 22, 2009
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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.
Dated: April 22, 2009
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VICTORY ACQUISITION CORP.
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By:
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/s/ Jonathan J. Ledecky
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Jonathan J. Ledecky
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President
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