Item Ids
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): January 11, 2007
__________
SP
Holding Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
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0-21061
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58-2044990
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
file number)
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(I.R.S.
employer
identification
no.)
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2361
Campus Drive Suite 101
Irvine,
CA 92612
(Address
of principal executive offices and Zip Code)
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Registrant’s
telephone number, including area code: (941)
907-2361
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):
r
Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
r
Soliciting
material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
r
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
r
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.
On
January 11, 2007, SP Holding Corporation (the “Company”) and Organic Holding
Company, Inc. (“Organic Holding”) entered into an Agreement and Plan of Merger
and Reorganization (the “Merger Agreement”). Under the terms of the Merger
Agreement, all outstanding shares of Organic Holding common stock, $0.001 par
value, all outstanding shares of Organic Holding preferred stock, par value
$0.001, as well as certain other securities, will be exchanged for shares of
the
Company’s common stock, $0.001 par value, and other securities of the Company.
In connection therewith, the
Company will assume all of the stock options and warrants of Organic
Holding.
The
merger is expected to be tax-free to the stockholders of both companies.
Consummation of the merger is subject to certain customary closing conditions.
The
foregoing description is qualified in its entirety by reference to the full
text
of the Merger Agreement which is filed herewith as Exhibit
2.1
and
incorporated herein by reference in its entirety.
Item
9.01 Financial
Statements and Exhibits
Exhibit
No.
Description
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2.1 |
Agreement
and Plan of Merger and Reorganization by and among SP Holding Corporation,
Organic Acquisition Corporation and Organic Holding Company,
Inc.
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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 thereunto
duly authorized.
Date: January
17, 2007
SP
HOLDING
CORPORATION
By:
/s/
Mark
Schaftlein
Name:
Mark
Schaftlein
Title:
Chief
Financial Officer
Exhibit
Index
Exhibit
No. Description
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2.1 |
Agreement
and Plan of Merger and Reorganization by and among SP Holding Corporation,
Organic Acquisition Corporation and Organic Holding Company,
Inc.
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