Unassociated Document
UNITED
STATES
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): October
5, 2007
HD
PARTNERS ACQUISITION CORPORATION
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-32890
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20-3893077
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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2601
Ocean Park Boulevard Santa Monica, California
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90405
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (310)
209-8308
Not
Applicable
(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 (see General Instruction A.2. below):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
COMMENCING
SHORTLY AFTER THE FILING OF THIS FORM 8-K, HD PARTNERS ACQUISITION CORPORATION
(THE “REGISTRANT”) INTENDS TO HOLD PRESENTATIONS FOR CERTAIN OF ITS
STOCKHOLDERS, AS WELL AS OTHER PERSONS WHO MIGHT BE INTERESTED IN PURCHASING
THE
REGISTRANT’S SECURITIES, REGARDING ITS ACQUISITION OF CERTAIN ASSETS OF THE
NATIONAL HOT ROD ASSOCIATION’S (THE “NHRA”) PROFESSIONAL DRAG RACING SERIES (THE
“ACQUISITION”). THIS CURRENT REPORT ON FORM 8-K WILL BE DISTRIBUTED TO
PARTICIPANTS AT SUCH PRESENTATIONS.
THE
REGISTRANT AND ITS DIRECTORS AND EXECUTIVE OFFICERS MAY BE DEEMED TO BE
PARTICIPANTS IN THE SOLICIATION OF PROXIES FOR THE SPECIAL MEETING OF THE
REGISTRANT’S STOCKHOLDERS TO BE HELD TO APPROVE THE ACQUISITION AND RELATED
MATTERS. STOCKHOLDERS OF THE REGISTRANT AND OTHER INTERESTED PERSONS ARE ADVISED
TO READ, WHEN AVAILABLE, THE REGISTRANT’S PRELIMINARY PROXY STATEMENT AND
DEFINITIVE PROXY STATEMENT IN CONNECTION WITH THE REGISTRANT’S SOLICITATION OF
PROXIES FOR THE SPECIAL MEETING BECAUSE THESE PROXY STATEMENTS WILL CONTAIN
IMPORTANT INFORMATION. SUCH PERSONS CAN ALSO READ THE REGISTRANT’S FINAL
PROSPECTUS, DATED JUNE 1, 2006, ITS REPORT ON FORM 10K FOR THE FISCAL YEAR
ENDED
DECEMBER 31, 2006 AND OTHER REPORTS AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION (“SEC”), FOR A DESCRIPTION OF THE SECURITY HOLDINGS OF THE
REGISTRANT’S OFFICERS AND DIRECTORS AND THEIR RESPECTIVE INTERESTS. THE
DEFINITIVE PROXY STATEMENT OF THE REGISTRANT WILL BE MAILED TO STOCKHOLDERS
AS
OF A RECORD DATE TO BE ESTABLISHED FOR VOTING ON THE ACQUISITION. STOCKHOLDERS
WILL ALSO BE ABLE TO OBTAIN A COPY OF THE DEFINITIVE PROXY STATEMENT, WITHOUT
CHARGE, BY DIRECTING A REQUEST TO THE REGISTRANT AT: 2601 OCEAN PARK BOULEVARD,
SANTA MONICA, CALIFORNIA 90405. THE PRELIMINARY PROXY STATEMENT AND DEFINITIVE
PROXY STATEMENT, ONCE AVAILABLE, AND THE FINAL PROSPECTUS AND OTHER SEC FILINGS
OF THE REGISTRANT CAN ALSO BE OBTAINED, WITHOUT CHARGE, AT THE SEC’S INTERNET
SITE (http://www.sec.gov).
THE
PRO
FORMA FINANCIAL INFORMATION AND DATA CONTAINED IN THE EXHIBITS HERETO FOR THE
ASSETS OF THE PROPOSED BUSINESS TO BE ACQUIRED IS UNAUDITED AND PREPARED BY
THE
NHRA AS A PRIVATE ENTITY, AND DO NOT CONFORM TO SEC REGULATION S-X. ACCORDINGLY,
SUCH INFORMATION AND DATA WILL BE ADJUSTED AND PRESENTED DIFFERENTLY IN THE
REGISTRANT’S PROXY STATEMENT TO SOLICIT STOCKHOLDER APPROVAL OF THE ACQUISITION
AND RELATED MATTERS.
Item 8.01
Other Events
Investor
Presentation
The
presentations attached hereto as Exhibits 99.1 and 99.2 are in the form of
slide
show presentations that the Registrant expects to use in investor presentations
to describe the Acquisition and the proposed business to be acquired and
operated by the Registrant, assuming that the stockholders of the Registrant
approve the Acquisition and the related matters.
Non-GAAP
Financial Measures
The
investor presentations filed as exhibits to this Report include certain
financial information not derived in accordance with generally accepted
accounting principles (“GAAP”). The Registrant believes that the presentation of
this non-GAAP financial information may be useful to investors as it provides
general information regarding the proposed business to be acquired and operated
by the Registrant, assuming that the stockholders of the Registrant approve
the
Acquisition and the related matters.
Forward-looking
Statements
This
Current Report may contain forward-looking statements within the meaning of
the
Private Securities Litigation Reform Act of 1995, about the Registrant, the
NHRA
and their combined business after completion of the proposed acquisition.
Forward-looking statements are statements that are not historical facts. Such
forward-looking statements, based upon the current beliefs and expectations
of
the Registrant’s and the NHRA’s management, are subject to risks and
uncertainties, which could cause actual results to differ from the forward
looking statements. The following factors, among others, could cause actual
results to differ from those set forth in the forward-looking statements: the
failure of the Registrant’s stockholders to approve the asset purchase agreement
and the transactions contemplated thereby; the number and percentage of the
Registrant stockholders voting against the acquisition; changing interpretations
of generally accepted accounting principles; continued compliance with
government regulations; legislation or regulatory environments, requirements
or
changes adversely affecting the businesses in which the NHRA is engaged; demand
for the products and services that the NHRA provides, general economic
conditions; geopolitical events and regulatory changes, as well as other
relevant risks detailed in the Registrant’s filings with the Securities and
Exchange Commission. The information set forth herein should be read in light
of
such risks. Neither the Registrant nor the NHRA assumes any obligation to update
the information contained in this Current Report.
Additional
Information and Where to Find It
In
connection with the proposed acquisition and required stockholder approval,
the
Registrant will file with the Securities and Exchange Commission a proxy
statement which will be mailed to the stockholders of the Registrant. The
Registrant’s stockholders are urged to read the proxy statement and other
relevant materials when they become available as they will contain important
information about the acquisition of assets from the NHRA and the related
transactions. The Registrant’s stockholders will be able to obtain a free copy
of such filings at the Securities and Exchange Commission’s internet site
(http://www.sec.gov). Copies of such filings can also be obtained, without
charge, by directing a request to HD Partners Acquisition Corporation, 2601
Ocean Park Blvd., Suite 320, Santa Monica, California 90405.
The
Registrant and its officers and directors may be deemed to have participated
in
the solicitation of proxies from the Registrant’s stockholders in favor of the
approval of the Acquisition and related transactions. Information concerning
the
Registrant’s directors and executive officers is set forth in the publicly filed
documents of the Registrant. Stockholders may obtain more detailed information
regarding the direct and indirect interests of the Registrant and its directors
and executive officers in the Acquisition by reading the preliminary and
definitive proxy statements regarding the Acquisition, which have been and
will
be filed with the SEC.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit
No.
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Description
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99.1
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Investor
Presentation
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99.2
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Summary
of HD Partners/NHRA Transaction
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SIGNATURE
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:
October 5, 2007
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HD PARTNERS ACQUISITION
CORPORATION |
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By:
/s/ Eddy W.
Hartenstein
Eddy
W. Hartenstein
President
and Chief Executive Officer
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