Nuco2 Inc /Fl - Current report filing (8-K)
09 May 2008 - 7:27AM
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):
May 8,
2008
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(Exact
name of registrant as specified in its charter)
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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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2800
S.E. Market Place, Stuart, Florida
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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:
(772)
221-1754
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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 (
see
General
Instruction A.2. below):
¨
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM
2.02. Results of Operations and Financial Condition.
On May 8, 2008, NuCO
2
Inc., a
Florida corporation (the “Company”), issued a press release announcing its
financial results for the third fiscal quarter and nine months ended March 31,
2008 and other financial information. A copy of the press release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
ITEM
7.01.
Regulation
FD Disclosure.
On May 8, 2008, the Company issued a
press release announcing its financial results for the third fiscal quarter and
nine months ended March 31, 2008 and other financial information. A
copy of the press release is furnished as Exhibit 99.1 to this Current Report on
Form 8-K.
The information in Items 2.02 and 7.01
of this Current Report, and Exhibit 99.1 attached hereto, is being furnished and
shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities of such section. The information in Items 2.02 and 7.01 of this
Current Report, and Exhibit 99.1, shall not be incorporated by reference into
any filing under the Securities Act of 1933, as amended, or the Exchange Act,
regardless of any incorporation by reference language in any such filing. This
Current Report will not be deemed an admission as to the materiality of any
information in this Current Report that is required to be disclosed solely by
Regulation FD.
ITEM
8.01.
Other
Events.
On May 8, 2008, the Company issued a
press release announcing that, at the Company’s special meeting of shareholders,
the Company’s shareholders voted to approve the merger agreement with affiliates
of Aurora Capital Group. A copy of the press release is filed as
Exhibit 99.2 to this Current Report on Form 8-K.
ITEM
9.01.
Financial
Statements and Exhibits.
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(c)
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Exhibits.
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Exhibit
No.
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Description
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99.1
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Press
Release dated May 8, 2008, announcing the Company’s financial results for
the third fiscal quarter and nine months ended March 31,
2008.
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99.2
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Press
Release dated May 8, 2008, announcing shareholder approval of the merger
agreement.
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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.
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NUCO
2
INC.
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Date: May
8, 2008
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By:
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/s/
Eric M. Wechsler
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Eric
M. Wechsler,
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General
Counsel
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