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 24, 2003
-----------------
LOMBARDIA ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Delaware 0-29525 33-0889197
----------------------- ---------------- ----------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
707 Westchester Avenue, Suite 213, White Plains, New York 10604
- --------------------------------------------------------- -----------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (914) 949-5500
--------------
2600 Michelson Drive, Suite 490, Irvine, CA 92612
--------------------------------------------------
(Former name or former address, if changed since last report)
CURRENT REPORT ON FORM 8-K
LOMBARDIA ACQUISITION CORP.
February 24, 2003
Item 1. Changes in Control of Registrant
On February 24, 2003, Charles S. Brofman, James D. Burchetta and Michael S.
Harris (collectively, the "Principal Stockholders") purchased 22,500,000
newly-issued shares of common stock of Lombardia Acquisition Corp.
("Lombardia"), representing 84.6% of Lombardia's then outstanding shares of
common stock. Pursuant to a Stock Purchase Agreement, dated February 20, 2003
and effective as of January 13, 2003, between Lombardia and each of the
Principal Stockholders, Lombardia received an aggregate cash payment of $22,500
in consideration for the sale of such shares to the Principal Stockholders. A
copy of the Stock Purchase Agreement is attached hereto as Exhibit 2.1, which is
incorporated herein in its entirety by reference.
As a result of purchasing these shares in Lombardia, control of Lombardia
passed from Danilo Cacciamatta, who previously served as Lombardia's sole
officer and director and held 309,000 shares of its common stock, representing
61.8% of such shares, to the Principal Stockholders. On February 24, 2003, in
accordance with Lombardia's by-laws for filling newly-created board vacancies,
Mr. Cacciamatta, the sole existing director, appointed Charles S. Brofman, James
D. Burchetta, Michael S. Harris and Lawrence Dwyer to serve as additional
directors of Lombardia, with the appointments of Messrs. Brofman, Harris and
Dwyer to take effect only upon compliance by Lombardia with the provisions of
Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 promulgated
thereunder.
In addition, on February 24, 2003, Mr. Burchetta was named Co-Chairman of
the Board, President and Chief Executive Officer, Mr. Brofman was named
non-executive Co-Chairman of the Board, and Mr. Harris was named Executive Vice
President and General Counsel. Mr. Cacciamatta, who resigned his position as
Chief Executive Officer, remains Lombardia's Chief Financial Officer.
Following the foregoing management changes, the Lombardia Board of
Directors intends to propose, subject to necessary stockholder approval,
changing Lombardia's name and amending Lombardia's Certificate of Incorporation
to increase the number of authorized shares of Lombardia common stock from
20,000,000 shares to 50,000,000 shares. Lombardia
2
intends to file with the Securities and Exchange Commission an information
statement pursuant to Regulation 14C of the Securities Exchange Act of 1934 with
respect to stockholder approval of the proposals described above.
Item 7. Financial Statements and Exhibits
(a) Exhibits.
--------
2.1 Stock Purchase Agreement, dated February 20, 2003 and effective
as of January 13, 2003, by and between Lombardia Acquisition
Corp. and each of Charles S. Brofman, James D. Burchetta and
Michael S. Harris.
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.
LOMBARDIA ACQUISITION CORP.
Dated: March 11, 2003 By:/s/Danilo Cacciamatta
-------------------------------------------------
Danilo Cacciamatta
Chief Financial Officer
3
EXHIBIT INDEX
Exhibit Number
2.1 Stock Purchase Agreement, dated February 20, 2003 and effective
as of January 13, 2003, by and between Lombardia Acquisition
Corp. and each of Charles S. Brofman, James D. Burchetta and
Michael S. Harris.
4