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): August 15, 2008
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Energy Services of America Corporation
(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
Energy Services Acquisition Corp.
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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 2.01 Completion of Acquisition or Disposition of Assets
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Energy Services of America Corporation (formerly, Energy Services
Acquisition Corp.) (the "Company") was a blank check company formed for the
purpose of acquiring, through a merger, capital stock exchange, asset
acquisition or other similar business combination, an operating business. Our
efforts in identifying a prospective target business were not limited to a
particular industry, although we focused our efforts on acquiring an operating
business in the energy services sector headquartered in North America. At a
special meeting of stockholders on August 15, 2008, our stockholders approved,
among other things, (i) the Merger Agreement, dated as of January 22, 2008, by
and between the Company and ST Pipeline, Inc. ("ST") and (ii) the Merger
Agreement, dated as of February 21, 2008, by and between the Company and C.J.
Hughes Construction Company, Inc. ("CJ")
On August 15, 2008, we consummated the acquisitions of ST and CJ for an
aggregate consideration of approximately $53.2 million. The ST acquisition
resulted in a payment of approximately $16.2 million to the shareholders of ST,
with $3.0 of consideration being deferred. The CJ acquisition resulted in
payment of approximately $17.0 million in cash and the issuance of 2,964,763
shares of Company common stock, to the shareholders of CJ.
For more detailed information, please see a copy of the press release dated
August 15, 2008, which is attached as Exhibit 99.1 to this Form 8-K and is
incorporated by reference herein.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
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(d) On August 15, 2008, Richard M. Adams, Jr. and Keith Molihan were appointed
to the Board of Directors of the Company.
Mr. Adams is President of United Bank, Inc., the lead banking franchise of
United Bankshares, Inc. He is also Executive Vice President of United
Bankshares, Inc., a multi-state bank holding company doing business in Ohio,
West Virginia, Virginia, Maryland, and Washington, DC.
Mr. Molihan is a retired executive director of the Lawrence County
Community Action Organization. He is a well known business man in the tri state
area and throughout the state of Ohio. He has served as Chairman of the Board of
Directors of Ohio River Bank, Chairman of the Board of Directors of Farmers Bank
of Eminence Kentucky and Chairman of the Board EMEGA Turbine Technology, as well
as President of the Lawrence County Ohio Port Authority and President of the
Southeast Ohio Emergency Medical organization.
Both Mr. Adams and Mr. Molihan were appointed to the Company's audit
committee and will serve as "audit committee financial experts."
Item 5.06 Change in Shell Company Status.
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The Company was formed on March 31, 2006 as a blank check company for the
purpose of acquiring, through a merger, capital stock exchange, asset
acquisition or other similar business combination, an operating business. Our
efforts in identifying a prospective target business were not limited to a
particular industry, although we focused our efforts on acquiring an operating
business in the energy services sector headquartered in North America. On August
15, 2008, we consummated the acquisitions of ST and CJ, pursuant to the
respective Merger Agreements. As a result of these acquisitions we ceased being
a "shell company" as defined in Rule 12b-2 under the Securities Exchange Act of
1934. The material terms of the acquisition are described in our definitive
proxy statement, dated June 13, 2008, filed with the Securities and Exchange
Commission on June 13, 2008 and are incorporated herein by reference.
Item 8.01 Other Events
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At the special meeting of shareholders, on August 15, 2008, the
shareholders of the Company approved the amendment to the Company's certificate
of incorporation to change Energy Services Acquisition Corp.'s name to "Energy
Services of America Corporation." The shareholders also approved the amendment
to the Company's certificate of incorporation to remove Article V from the
certificate of incorporation after the closing of the acquisitions, as Article V
will no longer be applicable to the Company. The text of the amendments are
included in our definitive proxy statement, dated June 13, 2008, filed with the
Securities and Exchange Commission on June 13, 2008 and are incorporated herein
by reference.
Item 9.01 Financial Statements and Exhibits
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(a) Financial Statements of businesses acquired.
The financial statements of ST and CJ are included in our definitive
proxy statement, dated June 13, 2008, filed with the Securities and
Exchange Commission on June 13, 2008 and are incorporated herein by
reference.
(b) Pro forma financial information.
The pro forma financial information relating to our purchase of ST
and CJ are included in our definitive proxy statement, dated June 13,
2008, filed with the Securities and Exchange Commission on June 13,
2008 and are incorporated herein by reference.
(c) Shell Company Transactions.
Not Applicable.
(d) Exhibits.
The following Exhibit is attached as part of this report:
3.1 Certificate of Amendment to Energy Services of America
Corporation's Certificate of Incorporation (incorporated by
reference to the Definitive Proxy Statement, as filed with the
Securities and Exchange Commission on June 13, 2008).
99.1 Energy Services of America Corporation press release dated
August 15, 2008.
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 OF AMERICA
CORPORATION
DATE: August 15, 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
3.1 Certificate of Amendment to Energy Services of America
Corporation's Certificate of Incorporation (incorporated by
reference to the Definitive Proxy Statement, as filed with the
Securities and Exchange Commission on June 13, 2008).
99.1 Energy Services of America Corporation press release dated
August 15, 2008.