Attached files
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| EX-99.1 - North Shore Acquisition Corp. | v168020_ex99-1.htm |
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): December 2,
2009
NORTH SHORE ACQUISITION
CORP.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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000-52875
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20-0433980
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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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545-7
Dogok-Dong
SoftForum
B/D, 7th
Floor
Gangnam-Gu,
Seoul, South Korea
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135-270
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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: (82) (2)
526-8531
(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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¨
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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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¨
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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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¨
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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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing.
The
information set forth below under Item 8.01 is incorporated herein by
reference.
Item
8.01 Other Events.
On December 2, 2009, the Board of
Directors of North Shore Acquisition Corp. (the “Company”) adopted and approved
the Company’s proposed plan of liquidation (the “Plan of Liquidation”). A copy
of the form of Plan of Liquidation is attached as Exhibit 2.1 to this Current
Report on Form 8-K and is incorporated in this Item 8.01 by reference. Because
the Company did not consummate a business combination within the time frame
required by its certificate of incorporation and the terms of its initial public
offering, the Company is required to liquidate and dissolve. The Company will
begin the process of liquidating and dissolving itself in accordance with its
certificate of incorporation and applicable Delaware law. The books and records
of the Company will be closed at the end of business on December 9,
2009.
The Company expects to liquidate the
amounts held in its trust account, which consist of proceeds from the Company’s
initial public offering, together with the deferred portion of the underwriter’s
discount and commission and interest (net of applicable taxes). Payable upon
presentation, liquidating distributions will be made to holders of shares of the
Company's common stock (excluding shares issued prior to the Company's initial
public offering). Stockholders whose stock is held in “street name” through a
broker will receive payment through the Depository Trust Company. The
liquidating distribution is expected to be approximately $7.82 per share. No
payments will be made with respect to any of the Company’s outstanding warrants
or shares of common stock that were acquired prior to the Company’s initial
public offering.
The Company will file a Certificate and
Notice of Termination of Registration on Form 15 with the Securities and
Exchange Commission for the purpose of deregistering its securities under the
Securities and Exchange Act of 1934, as amended. As a result, the Company will
no longer be a public reporting company and its securities will cease trading on
the OTC Bulletin Board.
Item 9.01.
Financial Statements, Pro Forma Financial Information and Exhibits.
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(d)
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Exhibits:
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Exhibit
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Description
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2.1
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Form
of Plan of Liquidation of North Shore Acquisition Corp.
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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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NORTH
SHORE ACQUISITION CORP.
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Dated:
December 2, 2009
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By:
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/s/
Sang-Chul Kim
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Name:
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Sang-Chul
Kim
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Title:
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Chairman
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