Attached files
| file | filename |
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| EX-99.1 - PRESS RELEASE DATED DECEMBER 18, 2009 - TRIAN ACQUISITION I CORP. | pressrelease.htm |
| EX-2.1 - FORM OF PLAN OF DISTRIBUTION OF TRIAN ACQUISITION I CORP. - TRIAN ACQUISITION I CORP. | formofplan.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 17,
2009
TRIAN
ACQUISITION I CORP.
(Exact
name of registrant as specified in its charter)
Delaware 001-33920 26-1252336
(State or other
jurisdiction (Commission
File
No.) (IRS
Employer
of
incorporation)
Identification No.)
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280
Park Avenue, 41st Floor
New
York, New York 10017
(Address
of principal executive offices)
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(212)
451-3000
(Registrant’s
telephone number, including area code)
NOT
APPLICABLE
(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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o
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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
3.01.
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
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The information set forth below under
Item 8.01 is incorporated herein by reference.
Item 8.01. Other
Events.
On December 18, 2009, Trian Acquisition
I Corp. (the “Company”) issued a press release announcing that the Board of
Directors of the Company had approved a plan of distribution (the “Plan of
Distribution”), which is attached as Exhibit 2.1 to this Current Report on Form
8-K and is incorporated by reference in this Item 8.01. The
Company has evaluated numerous potential business
combination opportunities since its initial public offering in January
2008. Ultimately, the Company was not able to consummate a transaction that met
its disciplined investment criteria. Because the Company will not
consummate a business combination or obtain an extension of its corporate
existence within the time frame required by its amended and restated certificate
of incorporation and the terms of its initial public offering, the Company is
required to liquidate and dissolve. The Company expects that
liquidating distributions will commence as soon as reasonably practicable
following the termination of the Company’s existence on January 23, 2010, as
provided in its amended and restated certificate of incorporation.
The
Company is a special purpose acquisition company formed in October 2007 for the
purpose of effecting a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one or more
domestic or international operating businesses or assets. A
registration statement for the Company’s initial public offering was declared
effective on January 23, 2008 and the Company completed its initial public
offering on January 29, 2008.
The Company will liquidate the amounts
held in its trust account, which consist of proceeds from the Company’s initial
public offering and private placement of warrants, together with the deferred
portion of the underwriters’ discount and commission and interest (net of
applicable taxes and amounts withdrawn from the trust account to cover working
capital expenses). Payable upon presentation, liquidating
distributions will be made to holders of shares of the Company’s common stock
issued in its initial public offering. Stockholders whose stock is
held in “street name” through a broker will automatically receive payment
through the Depository Trust Company. As of December 17, 2009, the
balance in the trust account (net of expected payments of expenses) was
approximately $909 million, or approximately $9.88 per share of common stock
issued in the Company’s initial public offering. The Company may
incur additional expenses prior to the distribution date that may reduce the per
share value of the trust account. In addition, management believes
that there may be additional funds received from the refund of Federal and state
taxes, and such additional funds, if any, net of associated costs, will be
distributed to stockholders entitled to receive proceeds of the trust account
when such funds are determined not to be subject to future audit. 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 notify the Delaware
Secretary of State of the termination of the Company’s corporate existence on
January 23, 2010 pursuant to the terms of the Company’s amended and restated
certificate of incorporation. In addition, the Company will file with
the Securities and Exchange Commission a Certification and Notice of Termination
of Registration on Form 15 for the purpose of deregistering its securities under
the Securities Exchange Act of 1934, as amended, and the Company will delist its
shares, warrants and units from the NYSE Amex. As a result, the
Company will no longer be a public reporting company. The Company
expects that its warrants will cease trading on the NYSE Amex after the close of
business on December 17, 2009 and that its shares and units will cease trading
on the NYSE Amex after the close of business on January 22, 2010.
The full text of the press release is
attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
by reference in this Item 8.01.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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2.1
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Form
of Plan of Distribution of Trian Acquisition I Corp.
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99.1
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Press
Release dated December 18,
2009.
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SIGNATURES
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: December
18, 2009
TRIAN
ACQUISITION I CORP.
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By: /s/EDWARD P.
GARDEN
Name: Edward
P. Garden
Title: President
and Chief Executive Officer
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Exhibit
Index
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Number
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Exhibit
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2.1
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Form
of Plan of Distribution of Trian Acquisition I Corp.
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99.1
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Press
Release dated December 18, 2009.
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