- Current report filing (8-K)
June 13 2012 - 6:03AM
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): June 12, 2012
HICKS ACQUISITION COMPANY II, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-35411
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80-0611167
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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100 Crescent Court, Suite 1200
Dallas, TX
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75201
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(Address of principal executive offices)
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(Zip code)
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(214) 615-2300
(Registrants telephone number, including area code)
Not
Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act
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x
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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Item 8.01 Other Events
In connection with the previously announced business combination between Hicks Acquisition Company II, Inc. (
HACII
) and Appleton Papers Inc. (
Appleton
),
pursuant to which, through a series of transactions (collectively, the
Transaction
), Appleton will become a non-wholly-owned subsidiary of HACII, attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, are
(i) updated road show materials to be presented to certain existing and potential stockholders of HACII and (ii) a presentation created for an investor conference that starts on June 13, 2012.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed transactions between HACII, Paperweight Development Corp. (
PDC
) and Appleton. In
connection with the proposed transactions, HACII has filed a preliminary proxy statement on Schedule 14A, which is available free of charge on the Securities and Exchange Commissions (the
SEC
) web site,
http://www.sec.gov. The information contained in the preliminary filing is not complete and may be changed. HACII plans to file and mail to stockholders a definitive proxy statement with respect to the proposed transactions. WE URGE STOCKHOLDERS TO
READ THE PRELIMINARY PROXY STATEMENT, THE DEFINITIVE PROXY STATEMENT (WHEN AVAILABLE), AND OTHER MATERIALS FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT HACII AND THE TRANSACTION.
Investors will be able to obtain free copies of the preliminary proxy statement and the definitive proxy statement (when available) as well as other filed documents containing information about HACII on the SECs website at http://www.sec.gov.
Free copies of HACIIs SEC filings are also available from HACII upon written request to Hicks Acquisition Company II, Inc., 100 Crescent Court, Suite 1200, Dallas, Texas 75201.
Participants in the Solicitation
HACII and its directors and officers may be deemed
participants in the solicitation of proxies to HACIIs stockholders with respect to the Transaction. A list of the names of those directors and officers and a description of their interests in HACII is contained in HACIIs annual report on
Form 10-K for the fiscal year ended December 31, 2011, which was filed with the SEC on March 8, 2012, the preliminary proxy statement regarding the Transaction, which was filed with the SEC on May 17, 2012, and will also be contained
in the definitive proxy statement regarding the Transaction when it becomes available. HACIIs stockholders may obtain additional information about the interests of the directors and officers of HACII in the Transaction by reading the proxy
statement and other materials to be filed with the SEC regarding the Transaction when such information becomes available.
Forward-Looking
Statements
This report contains forward-looking statements within the meaning of the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended, regarding the Transaction and HACIIs plans, objectives, and intentions. Words such as expect, estimate, project, budget, forecast,
anticipate, intend, plan, may, will, could, should, poised, believes, predicts, potential, continue, and
similar expressions or variations of such words are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in this report.
Forward-looking statements in this report include matters that involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance or
achievements to differ materially from results expressed or implied by this report. Such risk factors include, among others: uncertainties as to the timing of the Transaction, approval of the Transaction by HACIIs stockholders; the
satisfaction of closing conditions to the Transaction, including the receipt of any required regulatory approvals; costs related to the Transaction; costs and potential liabilities of Appleton relating to environmental regulation and litigation
(including Lower Fox River); potential failure of Appletons former parent to comply with its indemnification obligations; costs of compliance with environmental laws; Appletons substantial amount of indebtedness; the ability of Appleton
to develop and introduce new and enhanced products, improve productivity and reduce operating costs; Appletons reliance on a relatively small number of customers and third parties suppliers; the cessation of papermaking and transition to base
stock supplied under the long-term supply agreement with Domtar Corporation; the global credit market
crisis and economic weakness; competitors in its various markets; volatility of raw materials costs; Appletons underfunded pension plans; future legislation or regulations intended to reform pension and other employee benefit plans; and the
legal obligations of PDC, Appletons current owner, to repurchase common stock from employees and former employees, which may lead to a default under the agreements governing Appletons indebtedness or constrain Appletons ability to
make investments. Actual results may differ materially from those contained in the forward-looking statements in this report. HACII undertakes no obligation and does not intend to update these forward-looking statements to reflect events or
circumstances occurring after the date of this report. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. All forward-looking statements are qualified in their entirety
by this cautionary statement.
Item 9.01. Financial Statements and Exhibits.
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Exhibit
Number
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Exhibit
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99.1*
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Road show materials.
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99.2*
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Presentation for investor conference.
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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.
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Dated: June 12, 2012
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Hicks Acquisition Company II, Inc.
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By:
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/s/ Christina Weaver Vest
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Name: Christina Weaver Vest
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Title: Chief Executive Officer
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EXHIBIT INDEX
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Exhibit
Number
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Exhibit
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99.1*
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Road show materials.
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99.2*
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Presentation for investor conference.
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