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): March 20, 2009 (March 20,
2009)
Polaris
Acquisition Corp.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-33541
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20-0443717
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
Number)
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2200
Fletcher Avenue, 4th Floor
Fort
Lee, New Jersey
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07024
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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) 242-3500
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:
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))
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Item
2.02.
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Results
of Operations and Financial
Condition.
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Polaris
Acquisition Corp. (“Polaris”) issued a press release today announcing its
financial results for the fourth quarter and full year ended December 31, 2008.
A copy of Polaris financial statements is filed as part of Polaris’ proxy
supplement and is attached hereto as Exhibit 99.1 and incorporated herein by
reference. A copy of the press release is attached hereto as Exhibit 99.2 and
incorporated herein by reference.
Polaris
announced today that it had filed with the Securities and Exchange Commission
(“SEC”) and commenced mailing to its stockholders a supplement to the definitive
proxy statement filed and mailed on February 12, 2009. The proxy
supplement notifies Polaris stockholders eligible to vote at the special meeting
of important developments and transactions that have occurred since the mailing
of the original proxy regarding the proposal to approve the merger between
Polaris and HUGHES Telematics, Inc. (“HUGHES Telematics”), pursuant to the
Second Amended and Restated Agreement and Plan of Merger, dated as of March 12,
2009, by and among Polaris, HUGHES Telematics and Communications Investors
LLC, as escrow representative, and other related proposals.
Additionally
the proxy supplement informs Polaris stockholders of the rescheduling of the
special meeting scheduled for March 25, 2009 at which Polaris stockholders were
to have considered and voted on the proposals related to Polaris’ merger with
HUGHES Telematics. The new date of the special meeting will be
Monday, March 30, 2009 at 3:00 p.m., local time, at the same location. The
record date for the special meeting remains February 6, 2009. Stockholders who
have previously sent in proxy cards or given instructions to brokers do not need
to re-cast their votes. The proxy supplement also contains financial
information for both Polaris and HUGHES Telematics for the year ending
December 31, 2008, as well as updated pro forma calculations.
A copy of
the Polaris proxy supplement is attached hereto as Exhibit 99.1 and incorporated
herein by reference. A copy of the press release is attached hereto
as Exhibit 99.2 and also incorporated herein by reference.
Cautionary
Statement Regarding Forward-Looking Statements
This
document contains certain forward-looking statements about Polaris that are
subject to risks and uncertainties that could cause actual results to differ
materially from those expressed or implied in the forward-looking statements.
These factors include, but are not limited to, the risk that the NYSE Amex may
delist Polaris’ securities for failure to comply with any NYSE Amex listing
requirement; the occurrence of any event, change or other circumstances that
could give rise to the termination of the merger agreement; the outcome of any
legal proceedings that may be instituted against Polaris and others following
announcement of the proposal or the merger agreement; the inability to complete
the merger due to the failure to obtain stockholder approval; the inability to
obtain necessary regulatory approvals required to complete the merger; the risk
that the proposed merger disrupts current plans and operations and the potential
difficulties in employee retention as a result of the merger; the ability to
recognize the benefits of the merger or of any combination of Polaris and HUGHES
Telematics; the timing of the initiation, progress or cancellation of
significant contracts or arrangements, the mix and timing of services sold in a
particular period; and the possibility that Polaris may be adversely affected by
other economic, business, and/or competitive factors. Polaris cautions that the
foregoing list of factors is not exclusive. Additional information concerning
these and other risk factors is contained in Polaris’ most recent filings with
the SEC. Polaris is under no duty to update any of the forward-looking
statements after the date of this document to conform to actual
results.
Important
Additional Information Regarding the Merger
In
connection with the proposed merger, on February 12, 2009, Polaris filed a
definitive proxy statement with the SEC. On March 20, 2009, Polaris filed a
supplement to its definitive proxy. Investors and security
holders are advised to read the definitive proxy statement, the proxy
supplement, as well as any further proxy supplement and other
relevant documents filed with the SEC when they become available because they
contain important information about the merger and the parties to the merger.
Investors and security holders may obtain a free copy of the proxy statements
and other documents filed by Polaris at the SEC website
at http://www.sec.gov . In connection with the special meeting of
Polaris stockholders to approve the adoption of the merger agreement, Polaris
has mailed copies of the definitive proxy statement (and will mail any proxy
supplement) to Polaris stockholders who are entitled to attend and vote at the
special meeting. Before making any voting or investment decisions with respect
to the proposed merger or any of the other matters with respect to which Polaris
stockholders will be asked to vote pursuant to the proxy statement, Polaris
stockholders are urged to read the definitive proxy statement, any supplement
thereto, and other documents filed by Polaris when they become
available.
Information
regarding the persons who may, under the rules of the SEC, be deemed
participants in the solicitation of Polaris stockholders in connection with the
proposed merger have been set forth in the definitive proxy statement. You can
find information about Polaris’s executive officers and directors in its
prospectus, definitive proxy statement, Current Reports on Form 8-K and other
documents that have previously been filed with the SEC.
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Item
9.01
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Financial
Statements and Exhibits.
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Exhibit
Number
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Exhibit
Title
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99.1
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Supplement
dated March 20, 2009 to Definitive Proxy Statement dated February 12, 2009
and incorporating Polaris’ financial statements for the year ending
December 31, 2008.
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99.2
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Press
release, dated March 20, 2009.
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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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POLARIS
ACQUISITION CORP.
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Date:
March 20, 2009
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By:
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/s/ Jerry
Stone
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Jerry
Stone
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Vice
President and Secretary
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Exhibit
Index
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Exhibit
Number
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Exhibit
Title
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99.1
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Supplement
dated March 20, 2009 to Definitive Proxy Statement dated February 12, 2009
and incorporating Polaris’ financial statements for the year ending
December 31, 2008.
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99.2
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Press
release, dated March 20, 2009.
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