SP Acquisition Holdings, Inc. - Amended Current report filing (8-K/A)
08 Enero 2008 - 11:21AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported):
October
23, 2007
SP
ACQUISITION HOLDINGS, INC.
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(Exact
name of registrant as specified in its charter)
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|
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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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590
Madison Avenue, 32
nd
Floor
New
York, NY
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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:
(212)
520-2300
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(Former
name or former address, if changed since last
report.)
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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):
¨
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
4.02. Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report or Completed
Interim Review.
This
Amendment No. 1 on Form 8-K/A (this “Amendment”) amends the Current Report on
Form 8-K filed by SP Acquisition Holdings, Inc. (the “Company”) with the
Securities and Exchange Commission on October 23, 2007 (the “Original
Report”). The Company has become aware of the appropriate accounting
treatment for redeemable common stock, and accordingly, on January 7, 2008,
decided to amend the Original Report to conform with S-X Regulation 5.08,
consistent with other blank check companies with similar business plans.
While the redemption feature of our common stock has been fully disclosed
in our
Prospectus, dated October 10, 2007, and subsequently in our Quarterly Report
on
Form 10-Q for the quarter ended September 30, 2007, filed with the Securities
and Exchange Commission on November 16, 2007, we are filing this Amendment
to
reclassify the redeemable common stock on the balance sheet and statement
of
stockholders’ equity at October 16, 2007 and to add disclosure of this feature
to the notes to the financial statements.
Revised
financial statements reflecting these revisions are attached as Exhibit 99.1
hereto and replace in their entirety the financial statements filed as Exhibit
99.1 to the Original Report. Except for the revision to Exhibit 99.1 described
above, no information included in the Original Report is amended by this
Form
8-K/A.
The
Audit
Committee of the Company has discussed with the Company’s independent
accountants the matters discussed in this Amendment.
Item
9.01. Statements
and Exhibits.
(d) Exhibits.
Exhibit
Number
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Exhibit
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3.1*
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Amended
and Restated Certificate of Incorporation
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4.1*
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Amended
and Restated Warrant Agreement, dated as of October 4, 2007, by and
between SP Acquisition Holdings, Inc. and Continental Stock Transfer
&
Trust Company
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10.1*
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Investment
Management Trust Agreement, dated as of October 16, 2007, by and
between SP Acquisition Holdings, Inc. and Continental Stock Transfer
&
Trust Company
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99.1
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Audited
Financial Statements
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99.2*
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Press
release, dated October 16, 2007
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*
Previously filed as an exhibit to the Registrant’s Current Report on Form
8-K filed with the Securities and Exchange Commission on October
23, 2007
and incorporated herein by reference.
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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:
January 7, 2008
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SP
Acquisition Holdings, Inc.
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By:
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/s/
Warren G. Lichtenstein
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Warren
G. Lichtenstein
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Chairman
of the Board, President and Chief Executive
Officer
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EXHIBIT
INDEX
Exhibit
Number
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Exhibit
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3.1*
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Amended
and Restated Certificate of Incorporation
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4.1*
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Amended
and Restated Warrant Agreement, dated as of October 4, 2007, by and
between SP Acquisition Holdings, Inc. and Continental Stock Transfer
&
Trust Company
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10.1*
|
Investment
Management Trust Agreement, dated as of October 16, 2007, by and
between SP Acquisition Holdings, Inc. and Continental Stock Transfer
&
Trust Company
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99.1
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Audited
Financial Statements
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99.2*
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Press
release, dated October 16, 2007
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*
Previously filed
as an
exhibit to the Registrant’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on October 23, 2007 and incorporated
herein by reference.
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