Securities and Exchange Commission
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 3, 1998
NORTH ATLANTIC ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Delaware 0-22813
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(State or other jurisdiction of incorporation) (Commission File No.)
5 East 59th Street, New York, New York 10022
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 486-4444
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Item 5. Other Events
The following amends and updates "Item 5. Other Events" set forth in the
Report on Form 8-K filed August 24, 1998 in respect of the event dated August
18, 1998.
On August 18, 1998, North Atlantic Acquisition Corp., a Delaware
corporation ("NAAC"), Moto Guzzi Corp., a Delaware corporation ("Guzzi Corp."),
and, for certain provisions, Trident Rowan Group, Inc., a Maryland corporation
("TRG"), entered into a definitive Agreement and Plan of Merger and
Reorganization ("Merger Agreement"), pursuant to which Guzzi Corp. would merge
with and into NAAC, with NAAC being the surviving corporation ("Merger"). TRG
through its partially owned subsidiary O.A.M. S.p.A. ("OAM") owns all the
outstanding common stock of Guzzi Corp. The consummation of the Merger is
subject to the terms and conditions of the Merger Agreement which will be
submitted to the stockholders of NAAC for their approval at a Stockholders
Meeting to be called for the purpose, among other things, of obtaining such
approval ("Stockholders Meeting").
On December 3, 1998, NAAC, Guzzi Corp. and TRG amended the Merger Agreement
to change the terms of the consideration and certain indemnification provisions
among other things. The change in the terms and amount of the consideration
occurred because of changes that happened at Guzzi Corp. or became known after
the signing of the Merger Agreement. These changes included: (i) the third
quarter 1998 financial results of Moto Guzzi; (ii) the downward revision of the
1998 fiscal year production estimates and financial forecasts; (iii) an increase
in inventory; (iv) the abandonment of plans to relocate office and production
facilities and the consequential requirement to budget for refurbishment and
upgrading expense for its current facilities in addition to other capital
expenses; (v) changes in the capitalization of Moto Guzzi; and (vi) the increase
of supplier arrearages.
Pursuant to the Merger Agreement, as amended, NAAC will issue to the
current holders of the common stock and preferred stock of Guzzi Corp. an
aggregate of 3,110,058 shares of Class A Common Stock and warrants ("Nominal
Warrants") to purchase 592,400 shares of Class A Common Stock ("Merger
Consideration"). Simultaneously with the consummation of the Merger, TRG and OAM
have agreed to contribute to the capital of Guzzi Corp. certain intercompany
debt between each of those companies and Guzzi Corp. aggregating at September
30, 1998 approximately Lit. 12,919, plus the interest due thereon, in exchange
for the issuance of an aggregate of 871,953 shares of Class A Common Stock and
Nominal Warrants to purchase 166,080 shares of Class A Common Stock. NAAC will
also offer to the holders of the outstanding warrants of Guzzi Corp., the
opportunity to exchange them for an aggregate of 217,989 shares of Class A
Common Stock and Nominal Warrants to purchase 41,520 shares of Class A Common
Stock. The Merger Consideration is subject to being increased if NAAC has less
than $8,150,000 in cash assets at the time of the Merger, at the rate of one
share of Class A Common Stock for each $11.00 of shortfall, excluding any amount
used to pay for the redemption of Class A Common Stock.
The Nominal Warrants are exerciseable at $.01 per share, between April 1,
2000 and June 30, 2001, provided that the surviving corporation has either Lit.
7,140 million or Lit. 8,211 million of operating income in the fiscal year ended
December 31, 1999 or 2000, respectively.
To provide a fund for the indemnification of NAAC in the event of a breach
of a representation or warranty in the Merger Agreement, determined after the
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Merger, 200,000 shares of Class A Common Stock issued as Merger Consideration in
the Merger will be deposited in escrow with TRG. Claims against the shares in
escrow must aggregate at least $600,000 before they may be made. The escrow is
for a maximum period ending approximately April 2000, unless there is an
outstanding claim for indemnification.
The fees and expenses of the transaction attributable to NAAC will be paid
from the amount held in the Escrow Account. TRG will pay the fees and expenses
of the transaction attributable to Guzzi Corp.
The consummation of the Merger is conditioned upon various matters. The
obligations of NAAC, Guzzi Corp. and TRG are subject to various conditions,
including (i) the representations and warranties of NAAC, Guzzi Corp. and TRG
are true and correct in all material respects (as defined in the Merger
Agreement) at the consummation of the Merger, (ii) performance of and compliance
with the covenants, agreements and conditions, (iii) absence of any pending
claim, action, suit, investigation or governmental proceeding which would render
the Merger unlawful, and (iv) receipt of all necessary consents, approvals or
waivers. The obligation of NAAC to consummate the Merger is also subject to
approval of various matters by the stockholders of NAAC and approval by the
security holders of Guzzi Corp.
The Merger Agreement may be terminated by (i) mutual consent of NAAC and
Guzzi Corp. and TRG, (ii) by Guzzi Corp. if the cash assets of NAAC at the time
of the Merger are less than $8,000,000 (after various cash expenses of NAAC),
(iii) if the Merger is not consummated by February 18, 1999, (iv) if there is a
breach of any of the covenants, representations or warranties as of the
consummation of the Merger that have not been waived, or (v) the failure of the
stockholders of NAAC to approve the transaction or up to 20% of the NAAC
stockholders who are eligible to, and do, exercise their right to have their
Class A Common Stock redeemed at the time of the Merger.
Item 7. Financial Statement and Exhibits
(a) The following documents are filed herewith as exhibits:
2.1 Agreement and Plan of Merger and Reorganization dated
as of August 18, 1998 (without schedules or exhibits)
(Incorporated by reference from Exhibit 2.1 of
Registration Statement No. 333-65267)
2.2 First Amendment to Agreement and Plan of Merger and
Reorganization dated as of December 3, 1998
(Incorporated by reference from Exhibit 2.2 of
Registration Statement No. 333- 65267).
(b) Financial Statements
None
(c) Pro Forma Financial Information
None
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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.
NORTH ATLANTIC ACQUISITION CORP.
/s/ David J. Mitchell
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Name: David J. Mitchell
Title: President
Date: December 31, 1998
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