Energy Infrastructure Acquisition Corp. - Current report filing (8-K)
23 July 2008 - 12:39AM
Edgar (US Regulatory)
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):
July 18, 2008
ENERGY
INFRASTRUCTURE ACQUISITION CORP.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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001-32941
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20-3521405
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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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Suite
1300, 1105 North Market Street, Wilmington, Delaware
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19899
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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:
(302)
655-1771
(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):
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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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))
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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
1.02.
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Termination
of a Material Definitive
Agreement.
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On
July
19,
2008, Energy Infrastructure Acquisition Corp., a Delaware corporation (the
“Company”) and Vanship Holdings Limited, a Liberian corporation (“Vanship”)
mutually agreed to terminate the Second Amended and Restated Share Purchase
Agreement dated as of July 3, 2008 (the “SPA”) pursuant to Section 20(a)(ii) of
the SPA (the “Termination Agreement”).
Under
the
terms of the SPA, Energy Infrastructure Merger Corporation, the Company’s
wholly-owned Marshall Islands subsidiary (“EIMC”), was to be merged with and
into the Company, with EIMC continuing as the surviving corporation for the
purpose of redomiciling the Company to the Marshall Islands as part of the
acquisition of nine special purpose vehicles (“SPVs”), each owning one very
large crude carrier. The total value of the transaction, pursuant to which
EIMC
was to purchase all of the outstanding shares of each of the SPVs from Vanship,
was approximately $778,000,000, consisting of $643,000,000 in cash (reduced
by
the aggregate amount of net indebtedness of the SPVs at the time of the
completion of the business combination and subject to other closing adjustments)
and 13,500,000 shares of Energy Merger’s common stock.
The
Termination Agreement entered into by the Company and Vanship is filed herewith
as Exhibit 10.1 and is incorporated herein by reference.
Item
5.02.
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
On
July
18, 2008, Mr. Peter Blumen resigned as a member of the board of directors of
the
Company, effective on such date.
Item
9.01.
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Financial
Statements and Exhibits.
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No.
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Description
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10.1
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Termination
Agreement dated July 19, 2008
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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.
Dated:
July 21, 2008
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ENERGY
INFRASTRUCTURE ACQUISITION CORP.
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By:
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/s/
Marios Pantazopoulos
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Name:
Marios
Pantazopoulos
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Title:
Chief
Financial Officer
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EXHIBIT
INDEX
No.
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Description
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10.1
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Termination
Agreement dated July 19, 2008
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