UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): May 27, 2005
ACORN HOLDING CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE FILE NUMBER 0-11454 59-2332857
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
65 LOCUST AVENUE, NEW CANAAN, CT 06840
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (212) 536-4089
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):
|_| 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 1.01. Entry into a Material Definitive Agreement.
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On May 27, 2005 Acorn Holding Corp. (the "Company"), Valentec Systems, Inc., a
Delaware corporation ("Valentec"), and the two sole stockholders of Valentec
(the "Valentec Stockholders") entered into a stock purchase and share exchange
agreement (the "Agreement") pursuant to which the Company will purchase all of
the outstanding shares of common stock of Valentec in exchange for the issuance
by the Company to the Valentec Stockholders on a pro rata basis pursuant to a
private placement exemption, of 5,423,130 newly-issued shares of common stock,
par value $.01 per share (the "Common Stock"), of the Company. It is anticipated
that following the consummation of the transaction, and a recapitalization of
the Company, the current stockholders of the Company will own approximately 10%.
The consummation of the transaction is subject to the satisfaction of customary
conditions in similar transactions, including requisite consents, the truth and
accuracy of the parties' respective representations and warranties, the absence
of any pending litigation seeking to restrain or invalidate the transaction and
the lack of any material adverse changes since the execution and delivery of the
Agreement. Consummation of the transaction also requires the continued
effectiveness of Valentec's $1 million financing and a Standby Equity
Distribution Agreement of up to $15 million, the amendment of provisions of the
Standby Equity Distribution Agreement and related documents, including certain
warrants, affected by the acquisition transaction and the receipt of certain
agreements with consultants to Valentec. Upon the closing, any outstanding
warrants of Valentec will be exercisable into, and the shares issuable pursuant
to the Standby Equity Distribution Agreement will be, shares of Common Stock of
the Company.
The Agreement also contemplates that, concurrent with the closing of the
transaction, (a) the Board of Directors of the Company shall resign and the
vacancies created thereby shall be filled with the appointees of the current
Valentec Stockholders who shall fill such posts until the next annual election
of directors and (b) all current officers of the Company shall resign from their
positions with the Company, with new officers to be appointed by the new Board
members.
The foregoing summary of the terms and conditions of the Agreement does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Agreement attached as Exhibit 10.1 hereto, and which is hereby
incorporated herein by reference.
For a copy of the Press Release in respect of the Agreement, see the Press
Release that is attached hereto and incorporated herein by reference as Exhibit
99.1; see also Item 9.01.
ITem 3.02. Unregistered Sales of Equity Securities.
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As noted in Item 1.01 above, the Company contemplates issuing 5,423,130 shares
of Common Stock to the Valentec Stockholders at the closing of the transaction.
The Company's Common Stock to be issued in this transaction will constitute
restricted securities that are exempt from the registration requirements of the
Securities Act of 1933, as amended, in reliance on the exemption provided by
Rule 506 of Regulation D of the Act.
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Item 5.01. Changes in Control of Registrant.
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See Item 1.01 above.
Item 7.01. Regulation F D Disclosure.
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See the Press Release and attached hereto and incorporated herein by reference
as Exhibit 99.1; see also Item 9.01.
Item 9.01. Financial Statements and Exhibits.
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(c) Exhibits.
10.1 Stock Purchase and Share Exchange Agreement, dated May 27, 2005,
by and among Acorn Holding Corp., Valentec Systems, Inc. and the
stockholders of Valentec Systems, Inc.
99.1. Press Release dated May 27, 2005.
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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 thereunto duly authorized.
Dated: May 27, 2005
ACORN HOLDING CORP.
By: /s/ Edward N. Epstein
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Edward N. Epstein
President and Chief Executive Officer
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