UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q
x
|
Quarterly
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
|
For
the quarterly period ended June 30, 2008.
or
¨
|
Transition
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
|
For
the transition period from
to
.
Commission
File Number: 001-33541
Polaris
Acquisition Corp.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
|
|
26-0443717
|
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
|
(I.R.S.
Employer
Identification
No.)
|
2200
Fletcher Avenue 4
th
Floor
Fort
Lee, New Jersey 07024
(Address
of Principal Executive Offices including Zip Code)
(201)
242-3500
(Registrant's
Telephone Number, Including Area Code)
Indicate
by check mark whether the registrant: (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes
x
No
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange. (Check
one):
Large
Accelerated Filer
¨
Accelerated
Filer
¨
Non-Accelerated
Filer
x
Smaller
Reporting Company
¨
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes
x
No
¨
There
were 18,750,000 shares of the Registrant's common stock issued and
outstanding as of July 31, 2008.
Polaris
Acquisition Corp.
(
a corporation in the development stage )
TABLE
OF CONTENTS
As
of June 30, 2008
|
|
|
Page
|
|
|
|
|
Part
I.
|
Financial
Information
|
|
|
|
|
|
|
Item
1.
|
Condensed
Financial Statements
|
3
|
|
|
|
|
|
|
Balance
Sheet
|
3
|
|
|
|
|
|
|
Statements
of Operations
|
4
|
|
|
|
|
|
|
Statement
of Stockholders' Equity
|
5
|
|
|
|
|
|
|
Statement
of Cash Flows
|
6
|
|
|
|
|
|
|
Notes
to Financial Statements
|
7
|
|
|
|
|
|
Item
2.
|
Management's
Discussion and Analysis of Financial Conditions and Results of
Operations
|
12
|
|
|
|
|
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
15
|
|
|
|
|
|
Item
4.
|
Controls
and Procedures
|
15
|
|
|
|
|
Part
II.
|
Other
Information
|
|
|
|
|
|
|
Item
1.
|
Legal
Proceedings
|
15
|
|
|
|
|
|
Item 1A.
|
Risk
Factors
|
15
|
|
|
|
|
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
15
|
|
|
|
|
|
Item
3.
|
Defaults
Upon Senior Securities
|
16
|
|
|
|
|
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
16
|
|
|
|
|
|
Item
5.
|
Other
Information
|
16
|
|
|
|
|
|
Item
6.
|
Exhibits
|
16
|
|
|
|
|
|
SIGNATURES
|
16
|
|
|
|
|
Exhibits
|
|
Polaris
Acquisition Corp.
(
a corporation in the development stage )
BALANCE
SHEET
|
|
June 30,
|
|
|
|
|
|
2008
|
|
December 31,
|
|
|
|
(unaudited)
|
|
2007
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
82,519
|
|
$
|
12,801
|
|
Investments
Held in Trust
|
|
|
150,466,762
|
|
|
-
|
|
Prepaid
Expenses
|
|
|
103,365
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Total
Current Assets
|
|
|
150,652,646
|
|
|
12,801
|
|
|
|
|
|
|
|
|
|
Deferred
Tax Asset
|
|
|
224,686
|
|
|
-
|
|
Deferred
Offering Costs
|
|
|
-
|
|
|
175,802
|
|
|
|
|
|
|
|
|
|
Total
Assets
|
|
$
|
150,877,332
|
|
$
|
188,603
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued
Operating Expenses
|
|
$
|
201,114
|
|
$
|
-
|
|
Income
Taxes Payable
|
|
|
198,560
|
|
|
-
|
|
Accrued
Offering Costs
|
|
|
-
|
|
|
51,365
|
|
Due
to Affiliate
|
|
|
-
|
|
|
12,911
|
|
Note
Payable to Affiliate
|
|
|
-
|
|
|
100,000
|
|
Deferred
Underwriting Fee
|
|
|
6,750,000
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Total
Liabilities
|
|
|
7,149,674
|
|
|
164,276
|
|
|
|
|
|
|
|
|
|
Common
Stock, subject to possible conversion of 4,499,999 shares at conversion
value
|
|
|
44,999,990
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Commitments
(Note 5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders'
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
stock, $.0001 par value Authorized 1,000,000 shares; none issued
and
outstanding
|
|
|
-
|
|
|
-
|
|
Common
stock, $.0001 par value Authorized 55,000,000 shares Issued and
outstanding 18,750,000 shares (which includes 4,499,999 shares
subject to
possible conversion)
|
|
|
1,875
|
|
|
518
|
|
|
|
|
|
|
|
|
|
Additional
Paid in Capital
|
|
|
98,403,826
|
|
|
24,482
|
|
|
|
|
|
|
|
|
|
Income/(Deficit)
Accumulated During the Development Stage
|
|
|
321,967
|
|
|
(673
|
)
|
|
|
|
|
|
|
|
|
Total
Stockholders' Equity
|
|
|
98,727,668
|
|
|
24,327
|
|
|
|
|
|
|
|
|
|
Total
Liabilities and Stockholders' Equity
|
|
$
|
150,877,332
|
|
$
|
188,603
|
|
See
Notes
to Unaudited Financial Statements
Polaris
Acquisition Corp.
(
a corporation in the development stage )
STATEMENT
OF OPERATIONS
(Unaudited)
|
|
|
|
Period From
|
|
|
|
Period From
|
|
|
|
For The Three
|
|
June 18, 2007
|
|
For The Six
|
|
June 18, 2007
|
|
|
|
Months Ended
|
|
(inception) to
|
|
Months Ended
|
|
(inception) to
|
|
|
|
June 30, 2008
|
|
June 30, 2007
|
|
June 30, 2008
|
|
June 30, 2008
|
|
|
|
|
|
|
|
|
|
|
|
Formation
Costs
|
|
$
|
-
|
|
$
|
1,062
|
|
$
|
-
|
|
$
|
1,062
|
|
Trustee
Fees
|
|
|
4,275
|
|
|
-
|
|
|
7,769
|
|
|
7,769
|
|
Administrative
Fees
|
|
|
22,500
|
|
|
-
|
|
|
45,000
|
|
|
45,000
|
|
Professional
Fees
|
|
|
26,593
|
|
|
-
|
|
|
51,108
|
|
|
51,108
|
|
Operating
Costs
|
|
|
99,925
|
|
|
-
|
|
|
146,360
|
|
|
146,360
|
|
Due
Diligence Costs
|
|
|
411,200
|
|
|
-
|
|
|
411,200
|
|
|
411,200
|
|
Delaware
Franchise Taxes
|
|
|
31,300
|
|
|
-
|
|
|
59,355
|
|
|
59,355
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Loss
|
|
|
(595,793
|
)
|
|
(1,062
|
)
|
|
(720,792
|
)
|
|
(721,854
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Income
|
|
|
564,269
|
|
|
-
|
|
|
1,325,155
|
|
|
1,325,544
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
(Loss) Before Provision For Income Taxes
|
|
|
(31,524
|
)
|
|
(1,062
|
)
|
|
604,363
|
|
|
603,690
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision
For Income Taxes
|
|
|
21,257
|
|
|
-
|
|
|
281,723
|
|
|
281,723
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income (Loss)
|
|
$
|
(52,781
|
)
|
$
|
(1,062
|
)
|
$
|
322,640
|
|
$
|
321,967
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average shares outstanding, basic and diluted
|
|
|
18,892,170
|
|
|
5,175,000
|
|
|
17,759,959
|
|
|
11,218,437
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted net income per share
|
|
$
|
-
|
|
$
|
-
|
|
$
|
0.02
|
|
$
|
0.03
|
|
See
Notes
to Unaudited Financial Statements
Polaris
Acquisition Corp.
(
a corporation in the development stage )
STATEMENT
OF STOCKHOLDERS' EQUITY
For
the Period from June 18, 2007 (Inception) to June 30, 2008
|
|
|
|
|
|
|
|
Income/(Deficit)
|
|
|
|
|
|
Common Stock
|
|
Additional
|
|
Accumulated
|
|
Total
|
|
|
|
|
|
|
|
Paid - In
|
|
During the
|
|
Stockholders'
|
|
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Development Stage
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of Units to Founders on June 18, 2007 at approximately $0.005 per
share
|
|
|
5,175,000
|
|
$
|
518
|
|
$
|
24,482
|
|
$
|
-
|
|
$
|
25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(673
|
)
|
|
(673
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at December 31, 2007
|
|
|
5,175,000
|
|
|
518
|
|
|
24,482
|
|
|
(673
|
)
|
|
24,327
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contribution
of shares to capital on January 11, 2008
|
|
|
(862,500
|
)
|
|
(87
|
)
|
|
87
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale
of 4,500,000 Private Placement Warrants at $1 per warrant
|
|
|
|
|
|
-
|
|
|
4,500,000
|
|
|
-
|
|
|
4,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale
of 15,000,000 units on January 17, 2008 at $10 per unit through
public
offering (net of
underwriter's
discount and offering expenses)
including
4,499,999 shares subject to possible conversion
|
|
|
15,000,000
|
|
|
1,500
|
|
|
138,879,191
|
|
|
-
|
|
|
138,880,691
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds
subject to possible conversion
|
|
|
-
|
|
|
-
|
|
|
(44,999,990
|
)
|
|
-
|
|
|
(44,999,990
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfieted
Founders shares on April 23, 2008
|
|
|
(562,500
|
)
|
|
(56
|
)
|
|
56
|
|
|
-
|
|
|
|
|
Net
Income
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
322,640
|
|
|
322,640
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at June 30, 2008
|
|
|
18,750,000
|
|
$
|
1,875
|
|
$
|
98,403,826
|
|
$
|
321,967
|
|
$
|
98,727,668
|
|
See
Notes
to Unaudited Financial Statements
Polaris
Acquisition Corp.
(
a corporation in the development stage )
STATEMENT
OF CASH FLOWS
(Unaudited)
|
|
|
|
Period From
|
|
Period From
|
|
|
|
For The Six
|
|
June 18, 2007
|
|
June 18, 2007
|
|
|
|
Months Ended
|
|
(inception) to
|
|
(inception) to
|
|
|
|
June 30, 2008
|
|
June 30, 2007
|
|
June 30, 2008
|
|
Cash
Flows from Operating Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income (Loss)
|
|
$
|
322,640
|
|
$
|
(1,062
|
)
|
$
|
321,967
|
|
Adjustments
to reconcile net income to net cash used in operating
activities
|
|
|
|
|
|
|
|
|
|
|
Increase
in accrued operating expenses
|
|
|
201,114
|
|
|
1,062
|
|
|
201,114
|
|
Increase
in income taxes payables
|
|
|
198,560
|
|
|
-
|
|
|
198,560
|
|
Increase
in prepaid expenses
|
|
|
(103,365
|
)
|
|
-
|
|
|
(103,365
|
)
|
Interest
earned on trust
|
|
|
(1,323,762
|
)
|
|
-
|
|
|
(1,323,762
|
)
|
Increase
in deferred tax asset
|
|
|
(224,686
|
)
|
|
-
|
|
|
(224,686
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash Used in Operating Activities
|
|
|
(929,499
|
)
|
|
-
|
|
|
(930,172
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Cash
Flows from Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments
placed in trust
|
|
|
(150,000,000
|
)
|
|
-
|
|
|
(150,000,000
|
)
|
Disbursements
from trust
|
|
|
857,000
|
|
|
-
|
|
|
857,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash Used in Investing Activities
|
|
|
(149,143,000
|
)
|
|
-
|
|
|
(149,143,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Cash
Flows from Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from sale of units to public
|
|
|
150,000,000
|
|
|
-
|
|
|
150,000,000
|
|
Proceeds
from private placement of warrants
|
|
|
4,500,000
|
|
|
-
|
|
|
4,500,000
|
|
Proceeds
from sale of units to Founders
|
|
|
-
|
|
|
25,000
|
|
|
25,000
|
|
Proceeds
from notes payable to affiliates of Founders
|
|
|
-
|
|
|
-
|
|
|
100,000
|
|
Payment
of notes payable Founders
|
|
|
(100,000
|
)
|
|
-
|
|
|
(100,000
|
)
|
Proceeds
from due to affiliates
|
|
|
-
|
|
|
-
|
|
|
12,911
|
|
Payment
of due to affiliates
|
|
|
(12,911
|
)
|
|
-
|
|
|
(12,911
|
)
|
Payment
of offering costs
|
|
|
(4,244,872
|
)
|
|
|
|
|
(4,369,309
|
)
|
Common
Stock Subscription Receivable
|
|
|
-
|
|
|
(25,000
|
)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash Provided by Financing Activities
|
|
|
150,142,217
|
|
|
-
|
|
|
150,155,691
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Increase in Cash
|
|
|
69,718
|
|
|
-
|
|
|
82,519
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
at Beginning of Period
|
|
|
12,801
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
at End of Period
|
|
$
|
82,519
|
|
$
|
-
|
|
$
|
82,519
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
Disclosure of Noncash Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrual
of deferred offering costs
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrual
of deferred underwriting fee
|
|
$
|
6,750,000
|
|
$
|
-
|
|
$
|
6,750,000
|
|
See
Notes
to Unaudited Financial Statements
POLARIS
ACQUISITION CORP.
(A
CORPORATION IN THE DEVELOPMENT STAGE)
NOTES
TO UNAUDITED FINANCIAL STATEMENTS
Note
1.
|
BASIS
OF PRESENTATION
|
|
|
|
The
financial
statements of Polaris Acquisition Corp. (the “Company”) at June 30, 2008,
for the six months ended June 30, 2008, for the period June 18, 2007
(inception) to June 30, 2007 and for the period from June 18, 2007
(inception) to June 30, 2008 (cumulative), are unaudited. In the
opinion
of management, all adjustments (consisting of normal accruals) have
been
made that are necessary to present fairly the financial position
of the
Company as of June 30, 2008 and the results of its operations and
its cash
flows for the six months ended June 30, 2008, for the period June
18, 2007
(inception) to June 30, 2007 and for the period from June 18, 2007
(inception) to June 30, 2008. Operating results for the interim periods
are not necessarily indicative of the results to be expected for
a full
fiscal year. The December 31, 2007 balance sheet has been derived
from the audited financial statements.
|
|
|
|
The
statements and related notes have been prepared pursuant to the rules
and
regulations of the U.S. Securities and Exchange Commission. Accordingly,
certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles may be omitted pursuant to such rules and
regulations.
|
|
|
Note
2.
|
ORGANIZATION
AND BUSINESS OPERATIONS
|
|
|
|
Polaris
Acquisition Corp. (the "Company") was incorporated in Delaware on
June 18,
2007 for the purpose of effecting a merger, stock exchange, asset
acquisition, stock purchase, reorganization or other similar business
combination with an operating business.
|
|
|
|
The
registration statement for the Company's Offering (as described in
Note 3)
was declared effective on January 14, 2008. The Company consummated
the
Offering on January 17, 2008, and received gross proceeds of approximately
$154,500,000, including $4,500,000 of proceeds from the private placement
("the Private Placement") sale of 4,500,000 sponsors’ warrants to certain
affiliates of the Company. The net proceeds were approximately
$143,381,000.
|
|
|
|
The
Company's management has broad discretion with respect to the specific
application of the net proceeds of this Offering, although substantially
all of the net proceeds of this Offering are intended to be generally
applied toward consummating a business combination with an operating
business ("Business Combination"). There is no assurance that the
Company
will be able to successfully effect a Business Combination. Upon
the
closing of the Offering and Private Placement, $150,000,000, including
$6,750,000 of the underwriters' discounts and commissions (as described
in
Note 3), is being held in a trust account ("Trust Account") and invested
in United States "government securities" within the meaning of Section
2(a)(16) of the Investment Company Act of 1940 having a maturity
of 180
days or less or in money market funds meeting certain conditions
under
Rule 2a-7 promulgated under the Investment Company Act of 1940 until
the
earlier of (i) the consummation of its first Business Combination
and (ii)
liquidation of the Company.
|
|
|
|
The
Placing of funds in the Trust Account may not protect those funds
from
third party claims against the Company. Although the Company will
seek to
have all vendors, providers of financing, prospect target businesses
or
other entities it engages, execute agreements with the Company waiving
any
right, title, interest or claim of any kind in or to any monies held
in
the Trust Account, there is no guarantee that they will execute such
agreements or that such agreements, if executed, will insure that
no
claims are filed against the Trust. Two of the Company's affiliates
have
agreed that they will be liable under certain circumstances to ensure
that
the proceeds in the Trust Account are not reduced by the claims of
target
businesses or vendors, providers of financing, service providers
or other
entities that are owed money by the Company for services rendered
to or
contracted for or products sold to the Company. There can be no assurance
that they will be able to satisfy those obligations. The net proceeds
not
held in the Trust Account may be used to pay for business, legal
and
accounting due diligence on prospective acquisitions and continuing
general and administrative expenses. Additionally, up to an aggregate
of
1,800,000 of interest earned on the Trust Account balance may be
released
to the Company to fund working capital requirements and additional
funds
may be released to fund tax
obligations.
|
Note
2.
|
ORGANIZATION
AND BUSINESS OPERATIONS-Continued
|
|
|
|
The
Company, after signing a definitive agreement for the acquisition
of a
target business, is required to submit such transaction for stockholder
approval. In the event that stockholders owning 30% or more of the
shares
sold in the Offering vote against the Business Combination and exercise
their conversion rights described below, the Business Combination
will not
be consummated. All of the Company's stockholders prior to the Offering
("Founders"), have agreed to vote their founding shares of common
stock in
accordance with the vote of the majority of the shares voted by all
other
stockholders of the Company ("Public Stockholders") with respect
to any
Business Combination. After consummation of a Business Combination,
these
voting safeguards will no longer be applicable.
|
|
|
|
With
respect to a Business Combination which is approved and consummated,
any
Public Stockholder who voted against the Business Combination may
demand
that the Company convert his or her shares. The per share conversion
price
will equal the amount in the Trust Account, calculated as of two
business
days prior to the consummation of the proposed Business Combination,
divided by the number of shares of common stock held by Public
Stockholders at the consummation of the Offering. Accordingly, Public
Stockholders holding 4,499,999 shares sold in the Offering may seek
conversion of their shares in the event of a Business Combination.
Such
Public Stockholders are entitled to receive their per share interest
in
the Trust Account computed without regard to the shares of common
stock
held by the Founders prior to the consummation of the Offering.
Accordingly, a portion of the net proceeds from the Offering (29.99%
of
the amount held in Trust Fund, including the deferred portion of
the
underwriters' discount and commission) has been classified as common
stock
subject to possible conversion on the accompanying June 30, 2008
balance
sheet.
|
|
|
|
The
Company's Certificate of Incorporation provides that the Company
will
continue in existence only until 24 months from the Effective Date
of the
Offering. If the Company has not completed a Business Combination
by such
date, its corporate existence will cease and it will dissolve and
liquidate for the purposes of winding up its affairs. In the event
of
liquidation, it is likely that the per share value of the residual
assets
remaining available for distribution (including Trust Fund assets)
will be
less than the initial public offering price per share in the Offering
(assuming no value is attributed to the Warrants contained in the
Units to
be offered in the Offering discussed in Note 3).
|
|
|
|
CONCENTRATION
OF CREDIT RISK
|
|
|
|
The
Company maintains cash in a bank deposit account which, at times,
exceeds
federally insured (FDIC) limits. The Company has not experienced
any
losses on this account.
|
|
|
|
DEFERRED
INCOME TAXES
|
|
|
|
Deferred
income taxes are provided for the differences between bases of assets
and
liabilities for financial reporting and income tax purposes. A valuation
allowance is established when necessary to reduce deferred tax assets
to
the amount expected to be realized.
|
|
|
|
INCOME
PER COMMON SHARE
|
|
|
|
Income
per share is computed by dividing net income by the weighted-average
number of shares of common stock outstanding during the period. The
effect
of the 15,000,000 outstanding warrants issued in connection with
the
Offering, the 4,500,000 outstanding warrants issued in connection
with the
Founders' initial unit purchase and the 4,500,000 outstanding warrants
issued in connection with the Private Placement has not been considered
in
diluted income per share calculations since the warrants cannot be
exercised until the later of the Company’s initial business combination or
January 11, 2009.
|
|
|
|
USE
OF ESTIMATES
|
|
|
|
The
preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements
and the reported amounts of expenses during the reporting period.
Actual
results could differ from those estimates.
|
|
|
Note
2.
|
ORGANIZATION
AND BUSINESS OPERATIONS-Continued
|
|
|
|
FAIR
VALUE OF FINANCIAL INSTRUMENTS
|
|
|
|
The
fair values of the Company's assets and liabilities that qualify
as
financial instruments under SFAS No. 107 "Disclosures about Fair
Value of
Financial Instrument," approximate their carrying amounts presented
in the
balance sheet at June 30, 2008.
|
|
|
|
The
Company accounts for derivative instruments, if any, in accordance
with
SFAS No. 133 "Accounting for Derivative Instruments and Hedging
Activities" as amended ("SFAS 133"), which establishes accounting
and
reporting standards of derivative instruments.
|
|
|
|
NEW
ACCOUNTING PRONOUNCEMENTS
|
|
|
|
In
July 2006, the Financial Accounting Standards Board ("FASB") issued
FASB
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes,"
an
interpretation of FASB Statement No. 109 ("FIN 48"), which provides
criteria for the recognition, measurement, presentation and disclosure
of
uncertain tax position. A tax benefit from an uncertain position
may be
recognized only if it is "more likely than not" that the position
is
sustainable based on its technical merits. The provisions of FIN
48 are
effective for fiscal years beginning after December 15, 2006. The
adoption
of FIN 48 did not have a material effect on the Company's financial
condition or results of operations.
|
|
The
Company does not believe that any recently issued, but not yet effective,
accounting standards if currently adopted would have a material effect
on
the accompanying financial statements.
|
Note
3.
|
INITIAL
PUBLIC OFFERING
|
|
|
|
On
January 17, 2008 the Company sold 15,000,000 units ("Units") in the
Offering at a price of $10 per Unit. Each Unit consists of one share
of
the Company's common stock and one Redeemable Common Stock Purchase
Warrant ("Warrants"). Each Warrant will entitle the holder to purchase
from the Company one share of common stock at an exercise price of
$7.00
commencing at the later of the completion of a Business Combination
and
January 11, 2009, and expiring on January 10, 2012, four years from
the
effective date of the Offering. The Company may redeem all of the
Warrants, at a price of $.01 per Warrant upon 30 days' notice while
the
Warrants are exercisable, only in the event that the last sale price
of
the Company’s common stock is equals or exceeds $14.25 per share for any
20 trading days within a 30 trading day period ending three business
days
prior to the date on which notice of redemption is given. In accordance
with the warrant agreement relating to the Warrants to be sold and
issued
in the Offering, the Company is required to use its best efforts
to
maintain the effectiveness of the registration statement covering
the
Warrants. The Company will not be obligated to deliver securities,
and
there are no contractual penalties for failure to deliver securities,
if a
registration statement is not effective at the time of exercise.
Additionally, in the event that a registration statement is not effective
at the time of exercise, the Warrant holders shall not be entitled
to
exercise their Warrants and in no event (whether in the case of a
registration statement not being effective or otherwise) will the
Company
be required to net cash settle the warrant exercise. Consequently,
the
Warrants may expire unexercised and
unredeemed.
|
|
|
Note
3.
|
INITIAL
PUBLIC OFFERING-Continued
|
|
|
|
The
Company entered into an agreement with the underwriters of the Offering
(the "Underwriting Agreement"). The Underwriting Agreement requires
the
Company to pay 2.5% of the gross proceeds of the Offering as an
underwriting discount plus an additional 4.5% of the gross proceeds
of the
Offering only upon consummation of a Business Combination. The Company
paid an underwriting discount of 2.5% of the gross proceeds of the
Offering ($3,750,000) in connection with the consummation of the
Offering
and has placed 4.5% of the gross proceeds of the Offering ($6,750,000)
in
the Trust Account. The Company did not have to pay any discount related
to
the Sponsors' Warrants sold on a private basis. The underwriters
have
waived their right to receive payment of the 4.5% of the gross proceeds
for the Offering upon the Company's liquidation if the Company is
unable
to complete a Business Combination.
|
|
|
|
Pursuant
to purchase agreements, certain of the Initial Stockholders have
purchased
from the Company, in the aggregate, 4,500,000 warrants for $4,500,000
(the
Sponsors' Warrants). The purchase and issuance of the Sponsors' Warrants
occurred simultaneously with the consummation of the Offering on
a private
placement basis. All of the proceeds the Company received from these
purchases were placed in the Trust Account. The Sponsors' Warrants
are
identical to the Warrants included in the Units being offered in
the
Offering except that if the Company calls the warrants for redemption,
the
Sponsors' Warrants will be exercisable on a cashless basis so long
as such
warrants are held by the initial purchasers or their affiliates.
The
Sponsors' Warrants may not be sold or transferred until 45 days after
the
consummation of a Business Combinations. The purchase price of the
Sponsors' Warrants has been determined to be the fair value of such
warrants as of the purchase date.
|
Note
4.
|
NOTE
PAYABLE TO AFFILIATE AND RELATED PARTY
TRANSACTIONS
|
|
|
|
The
Company issued an aggregate $100,000 unsecured promissory note to
an
affiliated company on July 12, 2007. The note was non-interest bearing
and
was payable on the earlier of the consummation of the Offering by
the
Company or July 12, 2008. The note was repaid from the net proceeds
of the
Offering.
|
|
|
|
An
affiliated company advanced $12,911. No formal repayment arrangement
was
in place and no interest was due on the advance. The advance was
repaid.
|
|
|
|
The
Company has entered into an administrative service agreement with
an
affiliated company as more fully described in Note 5
below.
|
|
|
Note
5.
|
COMMITMENTS
|
|
|
|
PLAN
OF MERGER
|
|
|
|
On
June 13, 2008, Polaris Acquisition Corp. (“Polaris”) entered into an
Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which it
has agreed to merge (the “Merger”) with Hughes Telematics, Inc.
(“HTI”).
|
|
|
|
At
the closing of the Merger, all the outstanding shares of HTI common
stock
shall be converted into the right to receive, in the aggregate,
approximately 45 million shares of Polaris common stock. In addition,
holders of Polaris common stock shall be entitled to receive an aggregate
of approximately 29 million “earnout” shares of Polaris common stock, in
three tranches, which will be issued into escrow at the closing of
the
Merger and released to HTI shareholders upon the achievement of certain
share price targets over the five-year period following closing.
Outstanding options exercisable for shares of HTI common stock will
roll
over in the Merger to become options exercisable for shares of Polaris
common stock.
|
|
|
|
The
number of shares of Polaris common stock received by HTI shareholders
at
the closing will be subject to possible adjustments, including the
issuance of additional shares of Polaris common stock for the value
of
equity raised by HTI prior to closing, if any, and for a cash shortfall
in
the trust account of Polaris below an agreed upon
amount.
|
|
|
|
The
obligations of HTI and Polaris to complete the Merger are subject
to the
satisfaction or waiver by the other party at or prior to the closing
date
of various customary conditions, including (i) the receipt of all
required
regulatory approvals and consents, (ii) the approval of the Merger
by
Polaris’ stockholders, (iii) subject to certain exceptions and materiality
thresholds, the accuracy of the representations and warranties of
the
other party and (iv) compliance of the other party with its covenants,
subject to specified materiality thresholds.
|
|
|
|
OTHER
COMMITMENTS
|
|
|
|
The
Company has agreed to pay up to $7,500 a month in total for office
space
and general and administrative services to an affiliated company.
Services
will commence on the effective date of the offering and will terminate
upon the earlier of (i) the completion of the Business Combination,
or
(ii) the Company's liquidation.
The
Company has incurred $45,000 related to this agreement which is included
in Administrative and General Expenses.
|
|
|
|
Pursuant
to letter agreements which the Founders have entered into with the
Company
and the underwriters, the Founders have waived their right to receive
distributions with respect to their founding shares upon the Company's
liquidation.
|
|
|
Note
6.
|
PREFERRED
STOCK
|
|
|
|
The
Company is authorized to issue 1,000,000 shares of preferred stock
with
such designations, voting and other rights and preferences as may
be
determined from time to time by the Board of Directors.
|
|
|
|
The
agreement with the underwriters prohibits the Company, prior to a
Business
Combination, from issuing preferred stock which participates in the
proceeds of the Trust Account or which votes as a class with the
Common
Stock on a Business Combination.
|
Note
7.
|
COMMON
STOCK
|
|
|
|
On
June 18, 2007, 4,312,500 shares of common stock were issued to nine
(9)
stockholders (initial stockholders). Such shares were purchased at
an
average purchase price of approximately $0.006 per share. Effective
November 8, 2007, the Company's Board of Directors authorized a stock
dividend of 0.2 share of common stock for each outstanding share
of common
stock. All references in the accompanying financial statements to
the
number of shares of stock have been retroactively restated to reflect
this
transaction. In January, 2008, the initial stockholders contributed
an
aggregate of 862,500 shares back to capital. The over-allotment option
was
not exercised and the initial stockholders forfeited 562,500 shares
on
April 23, 2008 to maintain a 20% ownership of the common shares after
the
offering.
|
|
|
Note
8
.
|
INCOME
TAXES
|
The
provision for income taxes for the six months ended June 30, 2008 consists
of
the following:
Current:
|
|
|
|
|
Federal
|
|
$
|
392,487
|
|
State
|
|
|
113,922
|
|
Total
Current
|
|
|
506,409
|
|
Deferred:
|
|
|
|
|
Federal
|
|
|
(224,686
|
)
|
State
|
|
|
-
|
|
Total
Deferred
|
|
|
(224,686
|
)
|
|
|
|
|
|
|
|
$
|
281,723
|
|
As
of
June 30, 2008, the tax effect of temporary differences that give rise to the
net
deferred tax asset is as follows:
Expense
deferred for income tax purposes
|
|
$
|
264,057
|
|
Valuation
allowance
|
|
|
(39,371
|
)
|
|
|
$
|
224,686
|
|
The
Company has recorded a valuation allowance against the state deferred tax asset
since it cannot determine realizability for tax purposes and therefore cannot
conclude that the deferred tax asset is more likely than not recoverable at
this
time.
A
reconciliation of income taxes at the statutory federal income tax rate to
net
income taxes included in the accompanying statements of operations for the
six
months ended June 30, 2008 is as follows:
Statutory
U.S. federal rate
|
|
|
34.00
|
%
|
State
income taxes, net of federal effect
|
|
|
5.96
|
%
|
Non-deductible
expenses
|
|
|
-
|
%
|
Valuation
allowance
|
|
|
6.64
|
%
|
Effective
Tax Rate
|
|
|
46.60
|
%
|
ITEM 2.
|
MANAGEME
NT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
Forward
Looking Statements
This
Quarterly Report on Form 10-Q includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. We have
based these forward-looking statements on our current expectations and
projections about future events. These forward-looking statements are subject
to
known and unknown risks, uncertainties and assumptions about us that may cause
our actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance
or
achievements expressed or implied by such forward-looking statements. In some
cases, you can identify forward-looking statements by terminology such as “may,”
“should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,”
“estimate,” “continue,” or the negative of such terms or other similar
expressions. Factors that might cause or contribute to such a discrepancy
include, but are not limited to, those described in our other Securities and
Exchange Commission filings.
The
following discussion should be read in conjunction with our unaudited Financial
Statements and related Notes thereto included elsewhere in this
report.
Critical
Accounting Policies
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts
of
expenses during the reporting period. Actual results could differ from those
estimates.
Management
does not believe that any recently issued, but not yet effective, accounting
standards if currently adopted would have a material effect on the accompanying
financial statements.
Overview
We
were
formed on June 18, 2007 as a blank check company for the purpose of
acquiring, through a merger, stock exchange, asset acquisition, reorganization
or similar business combination, one or more operating businesses. We intend
to
use cash derived from the net proceeds of our initial public offering, together
with any additional financing arrangements that we undertake, to effect a
business combination.
On
January 17, 2008, the Company sold 15,000,000 units (“Units”) at an offering
price of $10.00 per Unit. Each Unit consists of one share of the Company’s
common stock, $0.0001 par value, and one redeemable common stock purchase
warrant (each, a “Warrant”). Each Warrant will entitle the holder to purchase
from the Company one share of common stock at an exercise price of $7.00
commencing on the later of (a) January 11, 2009 and expiring January
10, 2012 or (b) the consummation of an initial Business Combination with a
target business.
As
of
June 30, 2008, approximately $150,467,000 was held in trust and we had
approximately $83,000 of unrestricted cash available to us for our activities
in
connection with identifying and conducting due diligence of a suitable business
combination, and for general corporate matters.
Through
June 30, 2008, our efforts have been limited to organizational activities,
activities relating to our initial public offering, activities relating to
identifying, evaluating, and negotiating with prospective acquisition
candidates, and activities relating to general corporate matters; we have
neither engaged in any operations nor generated any revenues, other than
interest income earned on the proceeds of our private placement and initial
public offering. For the six months ended June 30, 2008, we earned
approximately $1,325,000 in interest income.
The
following table shows the total funds held in the trust account as of June
30,
2008:
Net
proceeds from our initial public offering and private placement of
warrants placed in trust
|
|
$
|
143,250,000
|
|
Deferred
underwriters' discounts and commissions
|
|
|
6,750,000
|
|
Total
interest received through June 30, 2008
|
|
|
1,323,762
|
|
Withdrawals
for operating expense through June 30, 2008
|
|
|
(550,000
|
)
|
Withdrawals
for tax obligations through June 30, 2008
|
|
|
(307,000
|
)
|
|
|
|
|
|
Total
funds held in trust account as of June 30, 2008
|
|
$
|
150,466,762
|
|
|
|
|
|
|
Merger
with Hughes Telematics, Inc.
On
June
13, 2008, Polaris Acquisition Corp. (“Polaris”) entered into an Agreement and
Plan of Merger (the “Merger Agreement”) pursuant to which it has agreed to merge
(the “Merger”) with Hughes Telematics, Inc. (“HTI”)
We
intend
to file a preliminary proxy statement with the SEC with respect to this proposed
merger with HTI. As of the date of the filing of this Form 10-Q, neither the
preliminary proxy statement nor the definitive proxy statement have been filed
with the SEC or disseminated to stockholders. We have summarized the terms
of
the transaction below. Investors are urged to review the preliminary proxy
statement and definitive proxy statement, when completed, in their entirety.
A
more complete description of the transactions described below, including
exhibits related thereto such as the Merger Agreement, is included in a Form
8-K
filed on June 16, 2008. We intend to schedule a special meeting of stockholders
following completion of the proxy statement.
The
parties to the Merger Agreement are Polaris, HTI and Communications Investors
LLC, an affiliate of Apollo Management, L.P. (as escrow
representative).
At
the
closing of the Merger, all the outstanding shares of HTI common stock shall
be
converted into the right to receive, in the aggregate, approximately 45 million
shares of Polaris common stock. In addition, holders of HTI common stock shall
be entitled to receive an aggregate of approximately 29 million “earnout” shares
of Polaris common stock, in three tranches, which will be issued into escrow
at
the closing of the Merger and released to HTI shareholders upon the achievement
of certain share price targets over the five-year period following closing.
Outstanding options exercisable for shares of HTI common stock will roll over
in
the Merger to become options exercisable for shares of Polaris common stock.
The
number of shares of Polaris common stock received by HTI shareholders at the
closing will be subject to possible adjustments, including the issuance of
additional shares of Polaris common stock for the value of equity raised by
HTI
prior to closing, if any, and for a cash shortfall in the trust account of
Polaris below an agreed upon amount.
The
obligations of HTI and Polaris to complete the Merger are subject to the
satisfaction or waiver by the other party at or prior to the closing date of
various customary conditions, including (i) the receipt of all required
regulatory approvals and consents, (ii) the approval of the Merger by Polaris’
stockholders, (iii) subject to certain exceptions and materiality thresholds,
the accuracy of the representations and warranties of the other party and (iv)
compliance of the other party with its covenants, subject to specified
materiality thresholds.
Results
of Operations
For
The Three Month Period Ended June 30, 2008
Net
income (loss) of $(52,781) reported for the three months ended June 30, 2008
consisted primarily of investment income primarily on the trust account of
$564,269 offset by $26,593 expense for professional fees, $22,833 expense for
director and officer liability insurance, $22,500 expense for a monthly
administrative services agreement, $24,258 expense for travel and entertainment,
$31,300 for franchise tax, $411,200 for due diligence costs, $57,109 for other
expenses and $21,257 of income taxes. At June 30, 2008, we had cash outside
of
the trust fund of $82,519, prepaid expenses of $103,365 and accounts payable
and
accrued costs of $201,114 and income taxes payable of $198,560. Until we enter
into a business combination, we will not have revenues other than interest
income, and will continue to incur expenses relating to identifying a target
business to acquire.
For
The Six Month Period Ended June 30, 2008
Net
income of $322,640 reported for the six months ended June 30, 2008 consisted
primarily of investment income primarily on the trust account of $1,325,155
offset by $51,108 expense for professional fees, $42,966 expense for director
and officer liability insurance, $45,000 expense for a monthly administrative
services agreement, $48,482 expense for travel and entertainment, $59,355 for
franchise tax, $411,200 for due diligence costs, $62,681 for other expenses
and
$281,723 of income taxes.
We
presently occupy office space provided by Trivergance, LLC, an affiliate of
our
initial stockholders. Trivergance, LLC has agreed that, until the earlier of
when (i) we consummate the acquisition of a target business or (ii) liquidate,
it will make such office space, as well as certain office and secretarial
services, available to us, as we may require from time to time. We have agreed
to pay Trivergance, LLC $7,500 per month for such services commencing on January
1, 2008. The statement of operations for the period ended June 30, 2008 includes
$45,000 related to this agreement.
Liquidity
and Capital Resources
As
of
June 30, 2008, we had cash in our operating account of $82,519 and an additional
$466,762 in our trust account which is available for working capital and taxes.
Until our initial public offering, as described above, our only source of
liquidity was the proceeds from the initial private sale of our stock. Since
our
initial public offering, our only source of revenue has been from the interest
and dividends earned on our cash accounts. The proceeds from our initial public
offering that were placed in a trust account were invested in United States
“government securities” within the meaning of Section (a) (16) of the Investment
Company Act of 1940 having a maturity of 180 days or less or in money market
funds meeting certain conditions under Rule 2a-7 promulgated under the
Investment Company Act of 1940. As of June 30, 2008 the funds placed in trust
are earning interest at the rate of approximately 1.5%.
Subject
to our stockholders’ approval of the proposed business combination with HTI, we
will use substantially all of the net proceeds of our initial public offering
in
connection with the proposed business combination with HTI, including
structuring, negotiating and consummating the initial business combination.
To
the extent we use our capital stock in whole or in part as consideration for
an
initial business combination, the proceeds held in the trust account (less
amounts paid to any public stockholders who exercise their conversion rights
and
deferred underwriting discounts and commissions paid to the underwriters) as
well as any other net proceeds not expended prior to that time will be used
to
finance the operations of the target business or businesses. Such working
capital funds could be used in a variety of ways including continuing or
expanding the target business’ operations and for strategic acquisitions. Such
funds could also be used to repay any operating expenses or finders’ fees which
we had incurred prior to the completion of our initial business combination
if
the funds available to us outside of the trust account were insufficient to
cover such expenses.
Assuming
the release of the full amount of the interest we are entitled to receive from
the trust account, we believe we will have sufficient available funds outside
of
the trust account to operate through January 17, 2010, assuming that a business
combination is not consummated during that time. We do not believe we will
need
to raise additional funds in order to meet the expenditures required for
operating our business. However, if our estimate of the costs of completing
an
initial business combination is less than the actual amount necessary to do
so,
or if interest payments are not available to fund the expenses at the time
we
incur them, we may be required to raise additional capital, the amount,
availability and cost of which is currently unascertainable. Moreover, we may
need to obtain additional financing either to consummate our initial business
combination or because we become obligated to convert into cash a significant
number of shares of public stockholders voting against our initial business
combination, in which case we may issue additional securities or incur debt
in
connection with such business combination. Following our initial business
combination, if cash on hand is insufficient, we may need to obtain additional
financing in order to meet our obligations.
Liquidity
and Capital Resources-Continued
As
of
June 30, 2008, we had withdrawn $857,000 of the interest and dividends earned
on
the funds held in our trust account. Pursuant to the terms of our trust
agreement governing our trust account, we are entitled to use up to $1,800,000
of the earnings for working capital (other than for tax obligations of Polaris),
provided, however, that the aggregate amount of all such distributions of
working capital and income shall not exceed the total earnings. Up to $1,250,000
(excluding amounts required to cover any tax obligations owned by Polaris)
is
still to be remitted, for working capital purposes, to our operating account
which had a balance of $82,519 as of June 30, 2008. Once the $1,250,000 is
distributed, only distributions to pay tax liabilities will be allowed. Our
liabilities are all related to costs associated with operating as a public
company, searching for an acquisition target, our due diligence review and
negotiation of agreements related to the proposed business combination and
activities relating to the consummation of the proposed business combination.
We
believe our working capital will continue to be sufficient to fund our
operations until a target is acquired.
Off-Balance
Sheet Arrangements
Warrants
issued in conjunction with our initial public offering are equity linked
derivatives and accordingly represent off-balance sheet arrangements. The
warrants meet the scope exception in paragraph 11(a) of Financial Accounting
Standards (FAS) 133 and are accordingly not accounted for as derivatives for
purposes of FAS 133, but instead are accounted for as equity.
ITEM 3.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
|
Market
risk is the sensitivity of income to changes in interest rates, foreign
exchanges, commodity prices, equity prices, and other market-driven rates or
prices. We are not presently engaged in and, if a suitable business target
is
not identified by us prior to the prescribed liquidation date of the trust
fund,
we may not engage in, any substantive commercial business. Accordingly, we
are
not and, until such time as we consummate a business combination, we will not
be, exposed to risks associated with foreign exchange rates, commodity prices,
equity prices or other market-driven rates or prices. The net proceeds of our
initial public offering held in the trust account are to be invested only in
money market funds meeting certain conditions under Rule 2a-7 promulgated under
the Investment Company Act of 1940 or United States treasury bills. Given our
limited risk in our exposure to money market funds and treasury bills, we do
not
view the interest rate risk to be significant.
ITEM 4.
|
CONTROLS
AND PROCEDURES
|
An
evaluation of the effectiveness of our disclosure controls and procedures as
of
June 30, 2008 was made under the supervision and with the participation of
our
management. Based on that evaluation, our management concluded that our
disclosure controls and procedures are effective as of the end of the period
covered by this report to ensure that information required to be disclosed
by us
in reports that we file or submit under the Securities Exchange Act of 1934
is
recorded, processed, summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms. During the most recently
completed fiscal quarter, there has not been any change in our internal control
over financial reporting in connection with the evaluation required by Rule
13a-15(d) under the Securities Exchange Act of 1934 that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
PART
II – OTHER INFORMATION
ITEM 1.
|
LEGAL
PROCEEDINGS
|
None.
In
addition to the other information set forth in this report, you should carefully
consider the factors discussed in the section titled “Risk Factors” in our
Prospectus as filed with the Securities and Exchange Commission dated January
17, 2008, which could materially affect our business, financial condition or
future results. There have been no material updates or changes to such Risk
Factors that are required to be disclosed in this Item 1A.
ITEM 2.
|
UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
|
None.
ITEM 3.
|
DEFAULTS
UPON SENIOR SECURITIES
|
None.
ITEM 4.
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY
HOLDERS
|
None.
ITEM 5.
|
OTHER
INFORMATION
|
None.
Exhibit No.
|
|
Description
|
31.1
|
|
Section 302
Certification of Chief Executive Officer
|
|
|
32.1
|
|
Section
906 Certification of Chief Executive Officer and Chief Financial
Officer
|
In
accordance with the requirements of the Exchange Act, the registrant caused
this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
POLARIS
ACQUISITION CORP.
|
|
|
August
11, 2008
|
By:
|
/s/
Marc Byron
|
|
|
Marc
Byron
|
|
|
Chairman
and Chief Executive Officer
(Principal
Executive Officer and Principal
Accounting
and Financial Officer)
|
Grafico Azioni Polaris Acquisition Corp. (AMEX:TKP)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni Polaris Acquisition Corp. (AMEX:TKP)
Storico
Da Lug 2023 a Lug 2024