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) December 9, 2003
ORION ACQUISITION CORP. II
----------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 000-20837
-------- ---------
(State or other jurisdiction of incorporation) (Commission File No.)
401 Wilshire Boulevard - 1020
Santa Monica California 90401
------------------------ -----
(Address of principal executive offices) (Postal Code)
Registrant's telephone number, including area code (310) 526-5000
--------------
Item 5. Other Events and FD Disclosure
Orion Acquisition Corp. II, on December 9, 2003, entered into a Promissory
Note and Security Agreement with Citadel Media, Inc. for a loan to Citadel of
$500,000, due June 30, 2004. The loan is secured with substantially all the
assets of Citadel and its subsidiaries, bears interest at 10% and is convertible
in certain circumstances into preferred stock and a warrant of Citadel. The loan
is in anticipation of Orion and Citadel entering into negotiations for the
merger of Citadel with Orion, with Orion as the surviving corporation. The terms
of the proposed merger must be determined and reflected in a definitive merger
agreement. There is no assurance that Orion will be able to conclude such a
merger agreement and any merger will be subject to numerous conditions and other
requirements, including stockholder approval by Citadel and regulatory filings
with the Securities and Exchange Commission.
Item 7. Financial Statement and Exhibits
a) Financial Statements
Not applicable
b) Exhibits
10.1 Form Promissory Note of Citadel Media Inc. dated December 9, 2003
10.2 Form of Security Agreement of Citadel Media Inc. and subsidiaries
dated December 9, 2003 in connection with Promissory Note of even
date.
10.3 Form of Press Release dated December 9, 2003
1
SIGNATURE PAGE
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.
Date: December 12, 2003
ORION ACQUISITION CORP. II
By: /s/ Dyana Marlett
--------------------
Name: Dyana Marlett
Title: Secretary