UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): February 21, 2008
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Energy Services Acquisition Corp.
(Exact name of Registrant as specified in its charter)
Delaware 001-32998 20-4606266
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
2450 First Avenue, Huntington, West Virginia 25703
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(Address of principal executive offices)
(304) 528-2791
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Registrant's telephone number, including area code
Not Applicable
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(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:
|_| 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 February 21, 2008, Energy Services Acquisition Corp. (the "Company")
entered into an Agreement and Plan of Merger to acquire C.J. Hughes Construction
Company, Inc., Huntington, West Virginia ("C.J. Hughes"), for a purchase price
of approximately $34.0 million, payable in approximately 50% cash and 50% common
stock. Each C.J. Hughes shareholder shall be entitled to receive for each of
their shares of C.J. Hughes stock: (i) $36,896 in cash and (ii) 6,434.7 shares
of the Company's common stock. The Company believes that the acquisition of C.J.
Hughes, together with their previously announce acquisition of S.T. Pipeline
will enhance the Company's future operations to provide services to the
companies serving the utilities and energy industry. Marshall T. Reynolds, our
Chairman of the Board, Chief Executive Officer and Secretary, and Directors Neal
Scaggs and Edsel R. Burns are shareholders of C.J. Hughes. Additionally, Mr.
Burns serves as President of C.J. Hughes. For more specific information related
to the C.J. Hughes Acquisition, please see a copy of the Agreement and Plan of
Merger and a copy of the press release announcing the C.J. Hughes Acquisition
which are attached as Exhibits 2.1 and 99.1 to this report, respectively.
The closing of each of the C.J. Hughes Acquisition and the previously
announced S.T. Pipeline Acquisition is subject to various closing conditions,
including the acquisition of businesses, such that the total value of the
businesses acquired have an aggregate fair value of 80% of the Company's net
assets, as defined in its initial public offering. In addition, the closing of
the acquisition is further conditioned on holders of less than 20% of the shares
of the Company's common stock voting against either of the transactions and
electing to convert the Company's common stock into cash from the trust fund
established in connection with the Company's initial public offering.
Item 1.02 Termination of a Material Definitive Agreement
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On February 21, 2008, the Company announced that it had terminated the
Stock Purchase Agreement to acquire GasSearch Drilling Services Corporation,
Parkersburg, West Virginia. For more information related to the terms of the
Stock Purchase Agreement see the Current Report on Form 8-K filed by the Company
with the SEC on January 24, 2008.
Item 9.01 Financial Statements and Exhibits
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(d) Exhibits:
The following Exhibit is attached as part of this report:
2.1 Agreement and Plan of Merger
99.1 Press release of Energy Services Acquisition Corp.
related to the termination of the stock purchase
agreement to acquire GasSearch Drilling Services
Corporation and the entry into an Agreement and Plan
of Merger with C.J. Hughes Construction Company, Inc.
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.
ENERGY SERVICES ACQUISITION CORP.
DATE: February 22, 2008 By: /s/ Marshall T. Reynolds
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Marshall T. Reynolds
Chairman, Chief Executive Officer and
Secretary
(Duly Authorized Representative)
EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement and Plan of Merger
99.1 Press release of Energy Services Acquisition Corp.
related to the termination of the stock purchase
agreement to acquire GasSearch Drilling Services
Corporation and the entry into an Agreement and Plan
of Merger with C.J. Hughes Construction Company, Inc.