Attached files
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
http://www.sec.gov
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
For the Period Ended: December 10, 2010
(Date of Earliest Transaction Associated with this Report:
December 7, 2010)
MONTANA ACQUISITION CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 3-46174 14-1824743
(State of Incorporation) (Commission File Number) (IRS FEIN)
Post Office Box 103
Wyoming, New York 14591-0103
(Address of Principal Executive Office)
(585) 495-6495
(Registrant's Telephone Number)
This Form 8-K filing is NOT intended to simultaneously satisfy written
communications pursuant to Rule 425 under the Securities Act, soliciting
material pursuant to Rule 14a-12 under the Exchange Act, pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act,
pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act.
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This current report is being filed by Montana Acquisition Corporation,
a Delaware corporation ("Montana" or the "Registrant") together with its
subsidiary, Zonal Holding Company ("Zonal"), collectively the "Company,"
"we," "us," or "our"), with reference to the following items:
SECTION 8 - OTHER EVENTS
ITEM 8.01,
OTHER EVENTS.
On or about August 13, 2010, we entered into discussions with
Distribution Management Services, Inc., a Florida corporation, SEC CIK
0001064270 ("DMS"), with regard to entering into a merger transaction and plan
of reorganization with DMS and/or its totally-held subsidiary, Chancellor
Properties Building Ltd., Inc. a/k/a Chancellor Properties, Ltd, a Canada
corporation ("Chancellor Canada"). From August 13 to approximately September
17, 2010, we were in various stages of discussion as to the merger transaction
when we elected to discontinue discussions with DMS and/or Chancellor Canada.
We permitted DMS to reply with their definitive and final intentions not later
than September 30, 2010.
On or about October 1, 2010, DMS notified us of their desire to proceed
with their overall restructuring and reorganization. We disclosed these facts
in one or more transmittals pursuant to Rule 425 of the Securities Act of 1933.
On October 13, 2010, we agreed to enter into a merger and plan of
reorganization with DMS and/or Chancellor Canada. From that date, DMS and
us have worked diligently to preposition both companies, and to the extent
required for the purpose of effecting the transaction to consummate a plan of
reorganization and merger pursuant to Section 251(g) of the General
Corporation Law of Delaware.
On December 7, 2010, DMS disclosed the existence of a letter to its
shareholders, in which certain references were made as to our responsibilities
in regard to certain disclosures and filings in respect of the merger and plan
of reorganization. (We obtained a facsimile of that DMS shareholder letter
and we are including it as Exhibit 99.1 hereto.) While we have an oral
agreement in place with DMS' senior executive management to share information
and make joint pre-arranged, pre-approved disclosures in regard to the merger,
it has been extremely difficult to coordinate these activities, given the
scope, quantity, and expense of the work involved.
In that DMS shareholder letter, DMS eluded to the fact that we would be
filing one or more schedules or reports with the SEC today. We did not object
to DMS' statements in this regard. However, DMS failed to disclose that, in
order for us to make these disclosures, we relied on a substantial amount of
information from them. We were notified this morning that DMS did not obtain
the financial information that we require in order to prepare and file the
schedules and reports required of us by the SEC.
We are incapable of filing the schedules and reports with the SEC until
we receive DMS' financial information. DMS further notified us that it will
provide us with this information over-the-weekend. We cannot be certain this
will occur. If DMS provides us with this information, it will take us two
days to process the information, prepare our documents, and file the schedules
and reports with the SEC.
We agree to notify you of any further developments in this matter.
You may view our filings with the SEC, and those of DMS, by visiting the
SEC's website at http://www.sec.gov.
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SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01,
EXHIBITS.
EXHIBIT DESCRIPTION
NO. OF EXIBIT
99.1 DMS Shareholder Letter
dated December 7, 2010
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated this tenth day of December 2010 at Las Vegas, Nevada.
MONTANA ACQUISITION CORPORATION
/s/ Randolph S. Hudson
Randolph S. Hudson
Chairman of the Board
President
Chief Executive Office
