Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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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): November
9, 2007
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HD
PARTNERS ACQUISITION CORPORATION
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(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-32890
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20-3893077
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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2601
Ocean Park Boulevard
Santa
Monica, California
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90405
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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: (310)
209-8308
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Not
Applicable
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(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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
On
November 9, 2007 HD Partners Acquisition Corporation (the “Company”) entered
into an agreement (the “Agreement”) with its financial advisor, Morgan Joseph
& Co. Inc. (“Morgan Joseph”). Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to them in the Agreement.
The
Agreement is attached hereto as Exhibit 10.1.
The
Company previously entered into an Asset Purchase Agreement and Key Definitions
Agreement, each dated as of May 30, 2007, with the National Hot Rod Association
(the “Association”), whereby the Company proposes to acquire (the “Acquisition”)
substantially all the professional drag racing assets of the Association,
including but not limited to, the NHRA POWERade Drag Racing Series, four (4)
NHRA-owned racetracks, a long term lease, including leasehold improvements,
to a
fifth racetrack, the Association’s headquarters building, the Association’s
video and photo archives, and a broad set of commercialization rights related
to
the NHRA brand and NHRA media assets, and assume certain liabilities related
to
such professional drag racing assets.
The
Company has filed its Proxy Statement with the SEC describing the terms of
the
Acquisition on July 17, 2007, subsequently amended on September 11, 2007 and
October 11, 2007.
Pursuant
to the terms of the Agreement, at any time prior to the consummation of the
Acquisition, the Company, with the assistance of Morgan Joseph, may, from time
to time, assist or seek to facilitate the sale of shares of the Company’s common
stock (the “Common Stock”) by current holders of the Common Stock to third party
purchasers. In connection with such transactions the Company and Morgan Joseph
may seek to identify current holders wishing to sell Common Stock and potential
third party purchasers. Further, in connection with such sales, Morgan Joseph
may receive customary brokerage commissions from the parties to any such sale,
but shall not receive any consideration in respect thereof from the Company.
In
so assisting or seeking to facilitate the sale or purchase of shares of the
Company’s Common Stock, potential third party purchasers or potential sellers
may also buy or sell Units or Warrants to purchase Common Stock. In addition,
Morgan Joseph has advised the Company that, from time to time and subject to
applicable regulations, it may purchase Common Stock for its own account in
the
open market.
About
the Company
The
Company was formed for the specific purpose of consummating a business
combination in the media, entertainment and/or telecommunications industries.
In
June 2006, the Company raised $150 million in its initial public offering.
The
Company was formed by Eddy Hartenstein, Robert Meyers, Larry Chapman, Steve
Cox
and Bruce Lederman, each of whom played senior roles in building DIRECTV to
a
business with over 12 million subscribers and over $7.7B in annual revenue.
Mr.
Hartenstein served as President of DIRECTV from its formation in 1990 through
2001, and Chairman and CEO from 2003-2003, and was responsible for assembling
its management team and guiding its strategic efforts to establish DIRECTV
as
the world’s leading digital television service.
Forward-looking
Statements
This
Current Report may contain forward-looking statements within the meaning of
the
Private Securities Litigation Reform Act of 1995, about the Company,
the Association and their combined business after completion of the
proposed acquisition. Forward-looking statements are statements that are not
historical facts. Such forward-looking statements, based upon the current
beliefs and expectations of the Company’s and the Association’s management, are
subject to risks and uncertainties, which could cause actual results to differ
from the forward looking statements. The following factors, among others, could
cause actual results to differ from those set forth in the forward-looking
statements: the failure of the Company’s stockholders to approve the asset
purchase agreement and the transactions contemplated thereby; the number and
percentage of the Company stockholders voting against the acquisition; changing
interpretations of generally accepted accounting principles; continued
compliance with government regulations; legislation or regulatory environments,
requirements or changes adversely affecting the businesses in which the
Association is engaged; demand for the products and services that the
Association provides, general economic conditions; geopolitical events and
regulatory changes, as well as other relevant risks detailed in the Company’s
filings with the Securities and Exchange Commission. The information set forth
herein should be read in light of such risks. Neither the Company nor the
Association assumes any obligation to update the information contained in this
press release.
Additional
Information and Where to Find It
In
connection with the proposed acquisition and required stockholder approval,
the
Company will file with the Securities and Exchange Commission a proxy statement
which will be mailed to the stockholders of the Company. The Company’s
stockholders are urged to read the proxy statement and other relevant materials
when they become available as they will contain important information about
the
acquisition of assets from the Association and the related transactions. The
Company’s stockholders will be able to obtain a free copy of such filings at the
Securities and Exchange Commission’s internet site (http://www.sec.gov). Copies
of such filings can also be obtained, without charge, by directing a request
to
HD Partners Acquisition Corporation, 2601 Ocean Park Blvd., Suite 320, Santa
Monica, California 90405.
The
Company and its officers and directors may be deemed to have participated in
the
solicitation of proxies from the Company’s stockholders in favor of the approval
of the acquisition and related transactions. Information concerning the
Company’s directors and executive officers is set forth in the publicly filed
documents of the Company. Stockholders may obtain more detailed information
regarding the direct and indirect interests of the Company and its directors
and
executive officers in the acquisition and related private placement financing
by
reading the preliminary and definitive proxy statements regarding the merger
and
private placement financing, which will be filed with the Securities and
Exchange Commission.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit
No.
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Description
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10.1
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Agreement
between HD
Partners Acquisition Corporation
and Morgan Joseph & Co. Inc. dated November 9,
2007.
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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:
November 9, 2007
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HD
PARTNERS ACQUISITION CORPORATION
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By:
/s/ Bruce Lederman
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Bruce
Lederman
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Executive
Vice President
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