SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) September 15, 2004
-------------------------------
ORION ACQUISITON CORP. II
(Exact Name of Registrant as Specified in Charter)
Delaware 0-20837 13-386326
- ------------------------------- ------------------------ -------------------
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
401 Wilshire Boulevard, Suite 1020, Santa Monica, California 90401
- ------------------------------------------------------------ ----------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (310) 526-5000
----------------------------
N/A
---
(Former Name or Former Address, if Changed Since Last Report)
Item 1.02 Termination of a Material Definitive Agreement
On June 23, 2004, Orion Acquisition Corp. II, a Delaware corporation
("Orion"), entered into an Agreement and Plan of Merger ("Merger Agreement")
with Citadel Media, Inc., a Washington corporation ("Citadel"), for a proposed
merger of Citadel with and into Orion, with Orion as the surviving corporation
under Delaware law.
The negotiations for the proposed merger had commenced in late 2003.
Because of the passage of time and the change in financial and business
circumstances of Citadel that occurred during 2004, the parties to the Merger
Agreement realize that a number of substantial terms of the merger were no
longer appropriate. Therefore, the parties decided to terminate the Merger
Agreement without penalty or expense to the other so that the possible merger
and potential merger terms could be reconsidered outside the confines of the
prior Merger Agreement. There is no assurance that there will be a merger of
Orion with Citadel in the future.
As of September 15, 2004, Orion and Citadel entered into a Second
Modification Agreement to terminate the Merger Agreement. Under its terms, the
Merger Agreement is entirely terminated, and the parties have given each other a
general release of all possible past, present and future claims that relate to
the Merger Agreement. In addition, the parties have agreed to consult with each
other on any public disclosure concerning the termination.
As a corollary to the termination, by separate agreement dated as of
September 15, 2004, Orion extended the maturity date of the notes representing
$1,000,000 in aggregate principal amount previously lent to Citadel. The new
maturity date is November 1, 2004. The loans were made December 9, 2003, March
7, 2004 and July 2, 2004, and bear interest at the rate of 10% per annum. The
loans are secured by all the assets of Citadel.
In June and July 2004, Orion filed with the Securities and Exchange
Commission and distributed to its stockholders an information statement on
Schedule 14f-1 indicating a change in directors, management and control as a
result of the proposed merger. Because the Merger Agreement has been terminated,
currently there will be no such changes. Therefore, Christopher A. Marlett,
Anthony DiGiandomenico and Dyana Marlett will continue as the directors and
officers of Orion in the positions that they have held to date.
Item 3.03. Material Modification to Rights of Security Holders
The Class B Warrants continue to be outstanding. Because there is no
merger of Orion with a target company, the commencement of the exercise period
and the termination date of the Class B Warrants cannot yet determined.
Although the Merger Agreement has been terminated, the revision to the
settlement agreement with American High Growth Retirement Trust remains
operative. Therefore, as described in the Form 10-QSB for the fiscal quarter
ended June 30, 2004, the Class B Warrants are not entitled to any rights to
additional common stock upon any consummation of a future merger or combination.
1
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit Number Description
-------------- -----------
2.1 Second Modification Agreement to terminate Agreement and
Plan of Merger between Orion Acquisition Corp. II and
Citadel Media, Inc.
10.1 Note Extension Agreement for Citadel Notes
- ------------------------------
2
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.
Dated: September 17, 2004 ORION ACQUISITION CORP. II
(Registrant)
/s/ Dyana Marlett
-----------------
Dyana Marlett
Secretary
3
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
2.1 Second Modification Agreement to Agreement and Plan of Merger
between Orion Acquisition Corp. II and Citadel Media, Inc.
10.1 Note Extension Agreement for Citadel Notes
- ------------------------------
4