Tilden Associates Inc - Current report filing (8-K)
19 Giugno 2008 - 10:36PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 16, 2008
Tilden Associates, Inc.
(Exact name of registrant as specified in its charter)
Delaware 000-1027484 11-3343019
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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300 Hempstead Turnpike - Suite 110
West Hempstead, New York 11552
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 746-7911
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.02. Termination of a Material Definitive Agreement.
By letter dated June 16, 2008 (the "Termination Letter"), Extreme Mobile
Coating, LLC ("Extreme") notified Tilden Associates, Inc. (the "Company") and
TFB Acquisition Company, LLC ("TFB") that Extreme was terminating the Agreement
and Plan of Merger and Reorganization, dated as of March 27, 2008 (the "Merger
Agreement"), among the Company, Extreme, Extreme Acquisition Company, Inc.
("Acquisition Sub") and TFB Acquisition Company, LLC ("TFB"). The Merger
Agreement contemplated the Company's acquisition of Extreme by way of a merger
(the "Merger") of Acquisition Sub, a recently formed, wholly-owned subsidiary of
the Company, with and into Extreme. Under the terms of the Merger Agreement, the
existing shareholders of Extreme were to be issued approximately 9,355,000
unregistered shares (the "Shares") of the Company's common stock after giving
effect to a proposed 1-for-17 reverse split of the Company's Common Stock, and
Extreme was to become a wholly owned subsidiary of the Company. The Shares were
to represent approximately 94% of the Company's outstanding common stock, on a
fully diluted basis, after the completion of the Merger. The Merger Agreement
further provided that at the effective time of the Merger, the assets used by
the Company to conduct its existing business of selling automotive franchises
and administering and supporting full service automotive repair centers, would
be sold to TFB, a newly formed company controlled by Robert Baskind, the
chairman of the board, chief executive officer and president of the Company.
The Company filed a Current Report on Form 8-K (Date of Report: March 27, 2008)
(the "Prior Form 8-K") with the Securities and Exchange Commission on April 1,
2008 reporting the Company's entry into the Merger Agreement. The Merger
Agreement was filed as an exhibit to the Prior Form 8-K and the description of
the Merger Agreement set forth above is qualified in its entirety by reference
to such exhibit.
Extreme noted in the Termination Letter that a class action lawsuit was filed
against the members of the Company's board of directors that, Extreme stated,
"is expected to have an adverse impact on the ability of Tilden to complete" the
acquisition of Extreme "on a timely basis and would likely result in expenses
that the parties are unwilling to bear if they were to pursue" the transactions
contemplated by the Merger Agreement.
The Termination Letter, as executed by the Company and TFB, also resulted in
Extreme, Tilden and TFB exchanging releases of any claims, liabilities,
obligations and damages that any such party may have against any of the other
parties, and each of their respective officers, directors, members managers and
agents.
The Termination Letter is filed as an exhibit to this Current Report on Form 8-K
and the description of the Termination Letter set forth above is qualified in
its entirety by reference to such exhibit.
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Item 9.01. Financial Statements and Exhibits.
Set forth below is a list of exhibits to this Current Report on Form 8-K:
Exhibit
Number Description
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10.1 Agreement and Plan of Merger and Reorganization, dated as of March
27, 2008, among Tilden Associates, Inc., Extreme Acquisition Company,
Extreme Mobile Coatings, Inc. and TFB Acquisition Company, LLC.
[Incorporated by reference to Exhibit 10.1 to the Current Report on
Form 8-K (Date of Report: March 27, 2008) of Tilden Associates, Inc.,
filed with the Securities and Exchange Commission on April 1, 2008.]
10.2 Letter, dated June 16, 2008, of Extreme Mobile Coating, LLC,
addressed to Tilden Associates, Inc. and TFB Acquisition Company,
LLC.
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SIGNATURES
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.
Dated: June 18, 2008 Tilden Associates, Inc.
By: /s/ ROBERT BASKIND
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Robert Baskind, President
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