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| BUCA > SEC Filings for BUCA > Form 8-K on 29-Sep-2008 | All Recent SEC Filings |
29-Sep-2008
Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure t
BUCA, Inc. (the "Company") has been acquired by Planet Hollywood International, Inc., a Delaware corporation ("Planet Hollywood"), pursuant to the Agreement and Plan of Merger (the "Merger Agreement") between the Company, Planet Hollywood and BUCA Financing, LLC, a Florida limited liability company and an indirect wholly-owned subsidiary of Planet Hollywood ("the Purchaser") dated as of August 5, 2008. Pursuant to the Merger Agreement, the Purchaser commenced a tender offer (the "Offer") for all of the outstanding shares of the Company's common stock (the "Shares") for a purchase price of $0.45 per share, net to the holder thereof, in cash, without interest thereon, less any required withholding taxes. Purchaser commenced the Offer upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal, each dated August 12, 2008. Upon the expiration of a subsequent offering period of the Offer at midnight, New York City time, on Tuesday, September 23, 2008, 19,337,263 Shares (including 2,371 Shares subject to guarantees of delivery) were validly tendered and not withdrawn pursuant to the Offer, representing approximately 90.3% of the outstanding Shares. Payment for such Shares has been or will be made promptly, in accordance with the terms of the Offer.
On September 26, 2008, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation and a wholly-owned indirect subsidiary of Planet Hollywood (the "Surviving Corporation").
The foregoing description of the Merger Agreement is a summary only and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed by the Company as Exhibit 2.1 to the Form 8-K filed on August 11, 2008 and is incorporated in this report by reference.
The information disclosed under Items 2.01 above is hereby incorporated by reference.
As a result of the Merger, the Company no longer fulfills the numerical listing requirements of the NASDAQ Stock Market ("NASDAQ"). Accordingly, following the completion of the Merger, at the Company's request, NASDAQ will file with the Securities and Exchange Commission (the "SEC") a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") on Form 25 thereby effecting the delisting of the Shares from NASDAQ. Additionally, the Company intends to file with the SEC a Certification on Form 15 under the Exchange Act requesting the Shares be deregistered and that the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.
The Merger Agreement provides that at the effective time of the Merger (the "Effective Time"), the managers of Purchaser immediately prior to the Effective Time became the directors of the Surviving Corporation and the officers of the Company became the officers of the Surviving Corporation, in each case, until their respective successors are duly elected or appointed and qualified, or until the earlier of their death, resignation or removal. Biographical
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