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 22,
2010
Essex
Rental Corp.
(Exact
name of registrant as specified in charter)
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Delaware
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000-52459
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20-5415048
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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1110
Lake Cook Road, Suite 220, Buffalo Grove, Illinois
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60089
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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: 847-215-6502
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(Former
name or former address, if changed since last
report.)
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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:
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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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¨
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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
240.13a-4(c))
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Item
1.01 Entry into a Material Definitive Agreement
On
December 22, 2010, Essex Rental Corp. (“Essex”) entered into a Registration
Rights Agreement (the “Agreement”) with Kirtland Capital Company III LLC (“KCC”)
and Kirtland Capital Partners III L.P. (“KCP” and, together with KCC,
“Kirtland”). Pursuant to the Agreement, Essex agreed to register the
3,294,700 shares (the “Shares”) of common stock, par value $.0001 per share,
owned by Kirtland for resale from time to time by any method or combination of
methods legally available, including, without limitation, by means of an
underwritten offering, at the election of Kirtland or its assignees. The
Agreement provides that Essex will pay all expenses incurred in connection with
the registration of the Shares, other than discounts, commissions or brokerage
fees, which will be borne by Kirtland or, if applicable, its assignees.
Essex also agreed to indemnify Kirtland for liabilities under the Securities Act
of 1933, as amended, and the Securities Exchange Act of 1934, as amended,
arising in connection with the registration statement pursuant to which the
Shares are registered.
John
Nestor, a member of our board of directors, is currently the chief executive
officer, senior managing partner and chairman of Kirtland Capital Partners.
Kirtland Capital Partners is the managing member of KCC and the managing partner
of KCP. Kirtland Capital Partners was the majority owner of Essex Crane
Rental Corp. (“Essex Crane”) prior to our acquisition of Essex Crane on October
31, 2008 and, as a result, received a substantial portion of the cash
consideration that we paid in such acquisition. During Kirtland Capital
Partners’ period of ownership of Essex Crane, Kirtland Capital Partners
affiliates received a management fee of $500,000 per annum from Essex Crane.
Approximately $417,000 in management fees were paid during the ten-month period
ended October 31, 2008.
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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ESSEX
RENTAL CORP.
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Date:
December 29, 2010
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By:
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/s/ Martin A. Kroll
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Name:
Martin A. Kroll
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Title:
Chief Financial Officer
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