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): April 16, 2009
SHERMEN WSC ACQUISITION CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware |
| 000-52642 |
| 20-4755936 |
(State or Other Jurisdiction of |
| (Commission |
| (I.R.S. Employer |
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c/o The Shermen Group, 230 Park Avenue, Suite 1000 |
| 10169 | ||
(Address of Principal Executive Offices) |
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(212) 300-0020
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name of Former Address if Changed Since Last Report)
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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events
As previously disclosed, on November 25, 2008, Shermen WSC Acquisition Corp. (the “Company”) entered into a Transaction Agreement (the “Transaction Agreement”) with ED&F Man Holdings Limited (“ED&F Man”) and certain other entities, pursuant to which the Company will acquire from ED&F Man its bulk liquid storage and liquid animal supplement businesses (the “Business Combination”).
On April 13, 2009, the Company filed a preliminary proxy statement for its annual meeting of stockholders (the “Annual Meeting”) at which the Company’s stockholders will consider, among other things, the approval of the Business Combination, an amended and restated certificate of incorporation of the Company and election of the board of directors (collectively, the “Transaction Proposals”).
In connection with the Business Combination, ED&F Man or one of its affiliates will sponsor a trust, organized under the laws of Jersey (the “ED&F Man Trust”), to provide employees of ED&F Man or its affiliates who own ordinary shares of ED&F Man (the “ED&F Man Shares”) with an opportunity to acquire shares of common stock of the Company (the “Company Shares”) in exchange for some or all of their ED&F Man Shares. Based on employees’ elections to participate, ED&F Man or its affiliates will provide up to $30 million in cash to the ED&F Man Trust. The ED&F Man Trust will use that cash to acquire Company Shares through transactions in the open market (the “Acquired Company Shares”). The ED&F Man Trust will vote the Acquired Company Shares in favor of the Business Combination. At the closing of the Business Combination, the ED&F Man Trust will exchange the Acquired Company Shares for a certain number of ED&F Man Shares held by employees who have elected to participate in this exchange.
Where to Find Additional Information
The Company has filed with the SEC a preliminary proxy statement in connection with the proposed transaction and intends to mail a definitive proxy statement and other relevant documents to Company stockholders. Stockholders of the Company and other interested persons are advised to read the Company’s preliminary proxy statement, and amendments thereto, and definitive proxy statement, when available, in connection with the Company’s solicitation of proxies for the special meeting to be held to approve the transaction because these proxy statements will contain important information about ED&F Man, the Company and the proposed transaction. The definitive proxy statement will be mailed to stockholders as of a record date to be established for voting on the merger. Stockholders will also be able to obtain a copy of the preliminary and definitive proxy statements, without charge, once available, at the SEC’s Internet site at http://www.sec.gov or by directing a request to: Shermen WSC Acquisition Corp., c/o The Shermen Group, 230 Park Avenue, Suite 1000, New York, NY 10169, telephone (212) 300-0020. The proxy statements or applicable parts of such statements may also be notified to the public in accordance with the rules of the Over-the-Counter Bulletin Board.
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The Company and its directors and officers may be deemed participants in the solicitation of proxies from the Company’s stockholders. A list of the names of those directors and officers and descriptions of their interests in the Company is contained in the Company’s prospectus dated May 24, 2007, which is filed with the SEC, and will also be contained in the Company’s proxy statement when it becomes available. The Company’s stockholders may obtain additional information about the interests of its directors and officers in the transactions by reading the Company’s proxy statement when it becomes available.
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SIGNATURE
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: April 16, 2009 | SHERMEN WSC ACQUISITION CORP. | ||
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| By: | /s/ Francis P. Jenkins, Jr. | |
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| Name: Francis P. Jenkins, Jr. | |
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| Title: Chairman and Chief Executive Officer | |
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