UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT
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Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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Date
of Report (Date of earliest event reported)
July 15,
2009
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Regency
Affiliates, Inc.
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(Exact
name of registrant as specified in its charter)
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|
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Delaware
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1-7949
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72-0888772
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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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|
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610
N.E. Jensen Beach, Florida
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34957
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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) 334-8181
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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
8.01. OTHER EVENTS.
On June
15, 2009, the Court of Chancery of the State of Delaware (the “Court”) entered
an order approving a stipulation of settlement (the “Settlement”) of the class
action lawsuit (the “Action”) filed in the Court and captioned Edward E. Gatz,
et al. v. William R. Ponsoldt, Sr., et al., (C.A. No. 174-CC). The period
for appeal of the Settlement expired on July 15, 2009.
The terms
of the Settlement are in all material respects identical to the terms of the
Memorandum of Understanding entered into among the parties to the Action on
April 28, 2008. Pursuant to the Settlement, on July 17, 2009,
Regency Affiliates, Inc.
(“Regency”) paid $3,045,874.72 into escrow for the benefit
of the plaintiff class. The plaintiff class is defined in the Settlement
as all record and beneficial owners of Regency common stock on October 17, 2002,
including any and all of their respective successors in interest, predecessors,
representatives, trustees, executors, administrators, heirs, immediate and
remote, and any person or entity acting for or on behalf of, or claiming under
any of them, and each of them. The plaintiff class does not include
the defendants, members of their families, affiliates of the defendants, and
those individuals or entities who solely held securities convertible into
Regency common stock or options to purchase Regency common stock.
Regency made the settlement payment pursuant to its obligation to indemnify
the defendants who are former directors of Regency. In connection with the
Settlement, and with the assistance of independent counsel, Regency
determined that indemnification of its former directors is appropriate under
Delaware law. The Settlement expressly provides that the
defendants admit no wrongdoing but have agreed to the Settlement to
eliminate the uncertainty, distraction, burden and expense of further
litigation.
Regency’s
insurance carrier has denied coverage with respect to the claims
contained in the Action on the basis of the "insured vs. insured" exclusion
since one of the plaintiffs, Donald D. Graham, was previously a director
of Regency.
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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REGENCY
AFFILIATES, INC.
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By:
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/s/
Laurence S. Levy
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Name:
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Laurence
S. Levy
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Title:
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President
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Date:
July 21, 2009