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): November 2, 2007
Echo Healthcare Acquisition Corp.
(Exact name of registrant as specified in its charter)
Delaware | 000-51596 | 56-2517815 |
(State or other jurisdiction of | (Commission File | (I.R.S. Employer Identification |
incorporation) | Number) | Number) |
8000 Towers Crescent Drive, Suite 1300
Vienna, Virginia, 22182
(Address of principal executive offices)
(703) 448-7688
(Registrant’s telephone number, including area code)
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:
| | x | Written communications pursuant to Rule 425 under the Securities Act. |
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| | o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act. |
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| | o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. |
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| | o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. |
Item 1.01 | Entry into a Material Definitive Agreement |
On November 2, 2007, Echo Healthcare Acquisition Corp. (the “Company”) and the lenders under the Company’s existing limited recourse working capital line of credit agreement (the “Working Capital Line of Credit”) entered into a Second Amendment to Subordinated Revolving Line of Credit Agreement (the “Second Amendment”), to increase the maximum amount of outstanding borrowings permitted under the Working Capital Line of Credit to $1,500,000. The lenders under the Working Capital Line of Credit Agreement are Gene E. Burleson, Chairman and Chief Executive Officer of the Company, Richard Martin, and Chicago Investments, Inc. Chicago Investments, Inc. is a majority-owned subsidiary of Chicago Holdings, Inc., which is ultimately owned by entities controlled by, or established for the benefit of, the family of Joel Kanter, the President of the Company. Joel Kanter is neither an officer nor a director of these entities. Messrs. Burleson, Kanter and Martin are directors of the Company.
The Second Amendment is attached hereto as Exhibit 10.1 and is incorporated in its entirety herein by reference.
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
See Item 1.01 above. The Company borrowed an additional $300,000 under the Credit Agreement between November 2 and November 5, 2007. As of November 5, 2007, the total amount of borrowings outstanding under the Working Capital Line of Credit was $989,900.
Additional Information and Where to Find It
Echo has filed a Registration Statement on Form S-4 with the Securities and Exchange Commission in connection with the merger, and expects to mail a Proxy Statement/Prospectus to stockholders of Echo concerning the proposed merger transaction after the Registration Statement is declared effective by the SEC. INVESTORS AND SECURITY HOLDERS OF ECHO ARE URGED TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS AND THE OTHER RELEVANT MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ECHO, XLNT, THE MERGER AND RELATED MATTERS. Investors and security holders will be able to obtain the documents free of charge at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Echo by directing a written request to: Corporate Secretary, Echo Healthcare Acquisition Corp., 8000 Towers Crescent Drive, Suite 1300, Vienna, VA 22182. Investors and security holders are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the merger.
In addition to the registration statement and proxy statement/prospectus, Echo files annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information filed by Echo at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Echo’s filings with the SEC are also available to the public from commercial document retrieval services and at the SEC’s web site at www.sec.gov.
A registration statement relating to the securities to be offered in the merger has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Echo will be soliciting proxies from the stockholders of Echo in connection with the merger and issuance of shares of Echo common stock in the merger. The directors and executive officers of Echo and the directors, officers and affiliates of XLNT may also be deemed to be participants in the solicitation of proxies. Information about the participants in the solicitation and their interests in the merger will be included in the proxy statement/prospectus.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit | Description: |
| No.: | |
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| 10.1 | Second Amendment to Subordinated Revolving Line of Credit Agreement, dated as of November 2, 2007 |
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.
| | ECHO HEALTHCARE ACQUISITION CORP. |
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| | By: /s/ Gene E. Burleson |
| | Gene E. Burleson |
| | Chief Executive Officer |
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| | Date: November 6, 2007 |
