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USQ > SEC Filings for USQ > Form 8-K on 5-Nov-2008All Recent SEC Filings

Show all filings for UNION STREET ACQUISITION CORP. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for UNION STREET ACQUISITION CORP.


5-Nov-2008

Entry into a Material Definitive Agreement, Financial Statements a


ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On October 31, 2008, Union Street Acquisition Corp. ("USQ") entered into a letter agreement (the "Amended Letter Agreement") with Archway Marketing Holdings, Inc. ("Holdings") which amended that certain letter agreement between USQ and Holdings, dated as of September 14, 2008, as previously disclosed in USQ's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 15, 2008, pursuant to which Holdings agreed to pay to USQ a fee of $750,000 (the "Fee") upon the closing of the transactions contemplated by the Agreement and Plan of Merger, dated as of September 14, 2008, by and among Archway Marketing Holdings, Inc., Archway Marketing Acquisition, Inc., Argenbright, Inc. and Archway Marketing Services, Inc., as amended (the "Merger Agreement"). Pursuant to the Amended Letter Agreement, USQ and Holdings agreed that in consideration of Holdings' additional efforts and risks related to the transactions arising from the significant changes in the financing and economic environment in recent weeks and the attendant difficulties, expenses and terms of obtaining reasonable financing for the transactions, the Fee was reduced from $750,000 to $250,000. The Amended Letter Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
On November 3, 2008, the transactions contemplated by the Merger Agreement were completed.



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits:

Exhibit   Description
10.1      Letter Agreement, by and between Archway Marketing Holdings, Inc. and
          Union Street Acquisition Corp., dated October 31, 2008.


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