Clayton Holdings Inc - Current report filing (8-K)
02 Juillet 2008 - 7:49PM
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
July 2, 2008
Date of Report (Date of earliest event reported)
CLAYTON
HOLDINGS, INC.
(Exact name of
registrant as specified in its charter)
Delaware
(State or Other Jurisdiction
of Incorporation)
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000-51846
(Commission File No.)
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20-2660764
(IRS Employer
Identification No.)
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2
Corporate Drive
Shelton,
Connecticut 06484
(Address of Principal
Executive Offices, including Zip Code)
Registrants
telephone number, including area code:
(203) 926-5600
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 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
1.02. Termination of a Material Definitive Agreement.
On July 2, 2008,
Clayton Holdings, Inc. (the
Company
) completed its merger
with Cobra Acquisition Corp. (the
Merger
) pursuant to the Agreement and
Plan of Merger (the
Merger Agreement
), dated as of April 13,
2008, by and among the Company, Cobra Acquisition Corp. (
Merger Sub
) and
Cobra Green LLC (
Cobra Green
).
Concurrent with the closing
of the Merger,
the Company terminated its
Credit Agreement dated as of December 8, 2005 (as amended,
supplemented or otherwise modified to the date hereof, the
Credit Agreement
)
by and among the Company, the lenders party thereto, JPMorgan Chase Bank, N.A.,
as syndication agent, and BNP Paribas, as administrative agent. The Credit Agreement provided for a $23.8 million
term loan and a revolving credit facility of $10.0 million. The Credit A
greement contained covenants which required the Company to
maintain certain interest coverage
ratios, fixed charge coverage ratios, leverage ratios and levels of liquidity. The
loans under the Credit Agreement bore interest at the applicable LIBOR
rate plus 3% or the Prime Rate plus 2%. In connection with the
Merger, all amounts outstanding under the
Credit Agreement were paid off and no
amounts remain outstanding thereunder.
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In connection with the
Merger, the Company notified the NASDAQ Global Market (
NASDAQ
) on July 2,
2008 that the Merger was consummated and the holders of the Companys common
stock became entitled to receive $6.00 in cash, without interest, for each
share of common stock. NASDAQ has
filed with the SEC an application on Form 25 to report that the shares of
the Companys common stock are no longer listed on NASDAQ.
Item
3.03. Material Modification to Rights of Security Holders.
On July 2, 2008, as a
result of the Merger, each outstanding publicly-held share of the Companys
common stock was cancelled and converted into the right to receive $6.00 per
share in cash, without interest and less the applicable withholding taxes.
Item 5.01.
Changes in Control of Registrant.
On July 2, 2008, the
Company completed the Merger with Cobra Acquisition Corp. Pursuant to the Merger
Agreement, Merger Sub was merged with and into the Company, with the Company
being the surviving corporation. Upon
completion of the Merger, the Company became a wholly-owned subsidiary of Cobra
Green. Pursuant to the Merger Agreement,
each share of the Companys common stock issued and outstanding immediately
prior to the effective time of the Merger was cancelled and converted into the
right to receive $6.00 in cash, without interest.
Item 5.02. Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers
Compensatory Arrangements of Certain Officers.
In connection with the Merger, each of
Frank P. Filipps, David Gilbert, Roger B. Kafker, Brian L. Libman, Frank L.
Raiter, Thomas J. Skelly and Michael M. Sonderby resigned from his respective
position as a member of the Board of Directors, and any committee thereof, of
the Company. Following the Merger and
pursuant to the Merger Agreement, Eugene A. Gorab will serve as the sole director
of the Company.
Forward Looking Statements
Certain items in this
report may constitute forward-looking statements within the meaning of the safe
harbor provisions of the Private Securities Litigation Reform Act of
1995. These statements are based on managements current expectations and
beliefs and are subject to a number of trends and uncertainties that could
cause actual results to differ materially from those described in the
forward-looking statements. The Company can give no assurance that expectations
will be attained. Factors that could cause actual results to differ
materially from the Companys expectations include, but are not limited to, the
2
impact of the
announcement or the closing of the merger on the Companys relationships with
its employees, existing customers or potential future customers; adverse
changes in the mortgage-backed securities market, the mortgage lending industry
or the housing market; the level of competition for the Companys services; the
loss of one or more of the Companys largest clients; the Companys ability to
maintain its professional reputation; managements ability to execute the
Companys business strategy; and other risks detailed in the Companys Annual
Report on Form 10-K filed with the Securities and Exchange Commission on March 14,
2008 and other reports filed with the Securities and Exchange Commission.
Such forward-looking statements speak only as of the date of this press
release. The Company expressly disclaims any obligation or undertaking to
release publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in the Companys expectations with
regard thereto or change in events, conditions, or circumstances on which any
such statement is based.
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SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended, the registrant
has duly caused this Current Report on Form 8-K to be signed on its behalf
by the undersigned thereunto duly authorized.
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CLAYTON HOLDINGS, INC.
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July 2, 2008
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By:
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/s/ Steven L. Cohen
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Name:
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Steven L. Cohen
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Title:
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Secretary
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