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): February 11, 2010
Commission file number 001-33927
ATLAS ACQUISITION HOLDINGS CORP.
(Exact Name of Registrant as Specified in Its Charter)
| | | | |
| Delaware | | | | 26-0852483 |
(State or Other Jurisdiction of Incorporation or Organization) | | | | (I.R.S. Employer Identification No.) |
| | |
c/o Hauslein & Company, Inc. 11450 SE Dixie Highway, Ste 106 Hobe Sound, Florida | | | | 33455 |
| (Address of Principal Executive Offices) | | | | (Zip Code) |
| | | | |
| | (772) 545-9042 | | |
| | (Registrant’s Telephone Number, Including Area Code) | | |
| | |
| | Not applicable | | |
| | (Former Name or 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:
| x | 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)) |
On February 11, 2010, we issued a press release announcing that we had been advised of efforts taken by our founding stockholders and the Sorensen Family Trust, the principal beneficial owner of Koosharem, LLC, a California limited liability company that does business as “Select Staffing,” relating to securing stockholder approval of the proposed Select Staffing business combination.
A copy of the press release dated February 11, 2010 is attached as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
We have filed a definitive proxy statement with the Securities and Exchange Commission, or the SEC, in connection with the special meetings of our stockholders and warrantholders to be held on February 12, 2010. The definitive proxy materials were mailed on or about January 27, 2010 to our stockholders and warrantholders of record on January 15, 2010. Our stockholders and warrantholders may obtain copies of all documents filed with the SEC regarding the special meetings and the proposals to be submitted to stockholders and warrantholders, free of charge, at the SEC’s website (www.sec.gov).
Our company and our directors and officers may be soliciting proxies from our stockholders and warrantholders in favor of the proposals to be presented at the special meetings. Information regarding the persons who, under the rules of the SEC, are participants in the solicitation of our security holders in connection with such proposals are set forth in the definitive proxy statement filed with the SEC.
This Current Report on Form 8-K is not a proxy statement or a solicitation of proxies from our stockholders or warrantholders. Any solicitation of proxies will be made only pursuant to the definitive proxy statement to be mailed to our stockholders and warrantholders who held our stock and warrants as of the record date. We urge stockholders and warrantholders to read our definitive proxy statement and appendices thereto because they will contain important information about our company and the proposals to be presented at the special meeting of stockholders and the special meeting of warrantholders.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| | |
Exhibit No. | | Document Description |
| |
| 99.1 | | Press Release, dated February 11, 2010, entitled “Atlas Acquisition Holdings Corp. Announces Entry into Agreements Relating to Securing Stockholder Approval of Business Combination with Select Staffing” |
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: February 11, 2010 | | ATLAS ACQUISITION HOLDINGS CORP. |
| | |
| | By: | | /s/ JAMES N. HAUSLEIN |
| | | | James N. Hauslein |
| | | | Chairman of the Board and Chief Executive Officer |
EXHIBIT INDEX
| | |
Exhibit
No. | | Document Description |
| |
| 99.1 | | Press Release, dated February 11, 2010, entitled “Atlas Acquisition Holdings Corp. Announces Entry into Agreements Relating to Securing Stockholder Approval of Business Combination with Select Staffing” |
