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| BIDZ > SEC Filings for BIDZ > Form 8-K on 7-Nov-2012 | All Recent SEC Filings |
7-Nov-2012
Other Events, Financial Statements and Exhibits
On November 6, 2012, BIDZ.com, Inc. (the "Company") filed an action entitled Bidz.com, Inc. v. Glendon Group, Inc. et al. in the Court of Chancery of the State of Delaware, against defendants Glendon Group, Inc., Bidz Acquisition Company, Inc., Weston Capital Management, LLC, and Weston Capital Master Fund III Ltd. As previously announced, on May 17, 2012, we entered into an Agreement and Plan of Merger by and among our Company, Glendon Group, Inc., a Delaware corporation ("Parent"), and Bidz Acquisition Company, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Subsidiary"), pursuant to which the Merger Subsidiary will merge (the "Merger") with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Parent. As of the date of this current report Glendon Group has not closed the Merger. The suit requests expedited proceedings to compel Glendon Group to specifically perform its obligation to close the Merger and to compel Weston Capital Management LLC and its affiliated fund to honor their equity commitment and guarantee obligations entered into in connection with the Merger Agreement by funding sufficient capital to complete the Merger. On November 7, 2012, the Company issued a press release concerning the filing of the action in the Court of Chancery. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the Verified Complaint For Specific Performance And Ancillary Relief, as filed in the Court of Chancery, is attached hereto as Exhibit 99.2.
(d) Exhibits
The following exhibit is furnished herewith:
Exhibit Number Description 99.1 Press Release dated November 7, 2012 99.2 Verified Complaint For Specific Performance And Ancillary Relief |
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