Energy Infrastructure Acquisition Corp.- (425)
11 Juin 2008 - 4:21PM
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 10, 2008
ENERGY
INFRASTRUCTURE ACQUISITION CORP.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
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001-32941
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20-3521405
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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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Suite
1300, 1105 North Market Street, Wilmington, Delaware
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19899
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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:
(302)
655-1771
(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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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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
8.01. Other Events.
On
June
10, 2008 Energy Infrastructure Acquisition Corp., a Delaware corporation (the
“Company”), announced that its board of directors established June 23, 2008 as
the record date for a special meeting of its stockholders to vote on (i) the
merger of the Company with and into Energy Infrastructure Merger Corporation,
its wholly-owned Marshall Islands subsidiary, for the purpose of redomiciling
the Company to the Marshall Islands as part of the acquisition of nine companies
from Vanship Holdings Limited (“Vanship”) and (ii) the proposed acquisition of
nine special purpose vehicles (“SPVs”), each owning one very large crude
carrier, by Energy Merger from Vanship pursuant to the Share Purchase Agreement
among Energy Infrastructure, Energy Merger and Vanship.
A
copy of
the press release disseminated is attached hereto as Exhibit 99.1.
Safe
Harbor Statements
Any
forward-looking statements are not guarantees of future performance and actual
results of operations, financial condition and liquidity, and developments
in
the industry may differ materially from those made in or suggested by the
forward-looking statements contained in this press release. These
forward-looking statements are subject to numerous risks, uncertainties and
assumptions. The forward-looking statements in this press release speak only
as
of the date of this press release and might not occur in light of these risks,
uncertainties, and assumptions. Energy Infrastructure Acquisition Corp.
undertakes no obligation and disclaims any obligation to publicly update or
revise any forward-looking statements, whether as a result of new information,
future events, or otherwise.
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 business combination. The
Company’s stockholders and other interested persons are advised to read the
Company’s preliminary proxy statement, and definitive proxy statement, when
available, in connection with the Company’s solicitation of proxies for the
special meeting to approve the business combination because these proxy
statements will contain important information. Such persons can also read the
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007
and Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 for
more
information about the Company, its officers and directors, and their individual
and group security ownership in the Company. The definitive proxy statement
will
be mailed to stockholders as of the record date established for voting on the
business combination. Stockholders will also be able to obtain a copy of the
definitive proxy statement, without charge, by directing a request to: Energy
Infrastructure Acquisition Corp., Suite 1300, 1105 North Market Street,
Wilmington, Delaware, 19899, Attn: Marios Pantazopoulos. The preliminary proxy
statement, and definitive proxy statement, when available, can also be obtained,
without charge, at the Securities and Exchange Commission’s internet site
(http://www.sec.gov).
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
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No.
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Description
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99.1
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Press
Release dated June 10, 2008
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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 10, 2008
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ENERGY
INFRASTRUCTURE ACQUISITION CORP.
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By:
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/s/
Marios Pantazopoulos
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Name:
Marios
Pantazopoulos
Title:
Chief
Financial Officer
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EXHIBIT
INDEX
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No.
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Description
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99.1
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Press
Release dated June 10, 2008
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Energy Infrastructure Acquisition Corp. (AMEX:EII)
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Energy Infrastructure Acquisition Corp. (AMEX:EII)
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