Nuco2 Inc /Fl - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
March 18 2008 - 9:45AM
Edgar (US Regulatory)
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):
March 17,
2008
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(Exact
name of registrant as specified in its charter)
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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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2800 S.E. Market Place,
Stuart, Florida
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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:
(772)
221-1754
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(Former
name or former address, if changed since last
report.)
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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):
¨
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)
¨
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
8.01. Other
Events.
On March 17, 2008, NuCO
2
Inc. (the
“Company”) issued a press release announcing the end of the “go shop” process
under the terms of the Agreement and Plan of Merger, dated as of January 29,
2008, by and among the Company,
NuCO
2
Parent, Inc. (f/k/a
NuCO
2
Acquisition Corp.), a Delaware corporation (“Parent”), and
NuCO
2
Merger Co., a Florida corporation and a wholly owned subsidiary of Parent
(“Merger Sub”). Parent and Merger Sub are affiliates of Aurora
Capital Group, a Los Angeles-based private equity firm. A copy of the press
release issued by the Company is attached as Exhibit 99.1 hereto and
incorporated herein by reference.
ITEM
9.01.
Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
No.
Description
99.1 Press
Release dated March 17, 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.
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NUCO
2
INC.
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Date:
March
18, 2008
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By:
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/s/ Eric
M. Wechsler
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Eric
M. Wechsler,
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General
Counsel
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