8-K/A 1 millstream8kppt.htm MILLSTREAM 8K Millstream 8k

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 1

TO

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): November 15, 2006


Millstream II Acquisition Corporation
(Exact name of registrant as specified in its charter)


Delaware
  
000-51065
  
20-1665695
  
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 


435 Devon Park Drive, Building 400
  
 
 
Wayne, PA
  
 
19087
(Address of principal executive offices)
 
 
(Zip Code)


Registrant’s telephone number, including area code: (610) 293-2511 


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:
 
¨  
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x  Soliciting material pursuant to Rule 14a-12 under the Securities 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))

COMMENCING SHORTLY AFTER THE FILING OF THIS CURRENT REPORT ON FORM 8-K, MILLSTREAM II ACQUISITION CORPORATION ("MILLSTREAM II") INTENDS TO HOLD PRESENTATIONS FOR CERTAIN OF ITS STOCKHOLDERS, AS WELL AS OTHER PERSONS WHO MIGHT BE INTERESTED IN PURCHASING MILLSTREAM II SECURITIES, REGARDING ITS MERGER WITH SPECIALTY SURFACES INTERNATIONAL, INC., AS DESCRIBED IN THIS REPORT. THIS CURRENT REPORT ON FORM 8-K WILL BE DISTRIBUTED TO PARTICIPANTS AT SUCH PRESENTATIONS.

EARLYBIRDCAPITAL, INC. ("EBC"), THE MANAGING UNDERWRITER OF MILLSTREAM II'S INITIAL PUBLIC OFFERING ("IPO") CONSUMMATED ON DECEMBER 23, 2004, IS ASSISTING MILLSTREAM II IN THESE EFFORTS WITHOUT CHARGE, OTHER THAN THE REIMBURSEMENT OF ITS OUT-OF-POCKET EXPENSES. MILLSTREAM II AND ITS DIRECTORS AND EXECUTIVE OFFICERS AND EBC MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF MILLSTREAM II STOCKHOLDERS TO BE HELD TO APPROVE THE MERGER.

STOCKHOLDERS OF MILLSTREAM II AND OTHER INTERESTED PERSONS ARE ADVISED TO READ, WHEN AVAILABLE, MILLSTREAM II'S PRELIMINARY PROXY STATEMENT AND ANY AMENDMENTS THERETO AND DEFINITIVE PROXY STATEMENT IN CONNECTION WITH MILLSTREAM II'S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING BECAUSE THESE PROXY STATEMENTS WILL CONTAIN IMPORTANT INFORMATION. SUCH PERSONS CAN ALSO READ MILLSTREAM II'S FINAL PROSPECTUS, DATED DECEMBER 17, 2004, FOR A DESCRIPTION OF THE SECURITY HOLDINGS OF THE MILLSTREAM II OFFICERS AND DIRECTORS AND OF EBC AND THEIR RESPECTIVE INTERESTS IN THE SUCCESSFUL CONSUMMATION OF THIS BUSINESS COMBINATION. THE DEFINITIVE PROXY STATEMENT WILL BE MAILED TO STOCKHOLDERS AS OF THE RECORD DATE, NOVEMBER 27, 2006, FOR VOTING ON THE MERGER. STOCKHOLDERS WILL ALSO BE ABLE TO OBTAIN A COPY OF THE DEFINITIVE PROXY STATEMENT, WITHOUT CHARGE, BY DIRECTING A REQUEST TO: MILLSTREAM II ACQUISITION CORPORATION, 435 DEVON PARK DRIVE, BUILDING 400, WAYNE, PENNSYLVANIA 19087. THE PRELIMINARY PROXY STATEMENT AND DEFINITIVE PROXY STATEMENT, ONCE AVAILABLE, AND THE FINAL PROSPECTUS CAN ALSO BE OBTAINED, WITHOUT CHARGE, AT THE SECURITIES AND EXCHANGE COMMISSION'S INTERNET SITE (HTTP://WWW.SEC.GOV).


Item 1.01 Entry into a Material Definitive Agreement

On November 15,2006, Millstream II Acquisition Corporation entered into an amendment to the merger agreement with its wholly owned subsidiary Millstream II Merger Sub, Inc. and Specialty Surfaces International, Inc. d/b/a Sprinturf under which Sprinturf will merge with and into Millstream II Merger Sub, Inc. and become a wholly owned subsidiary of Millstream II.
 
Pursuant to the amendment, Sprinturf’s sole shareholder has agreed to reduce the consideration she would receive in the transaction from 4,166,667 shares of the common stock of Millstream II and cash consideration of $10,000,000 at closing to 1,500,000 shares of the common stock of Millstream II and $8,000,000 at closing. In addition, Sprinturf’s sole shareholder will no longer be eligible to receive the additional cash consideration of up to $2,000,000, which she would have been entitled to under the original terms of the merger agreement, if the closing price of the Millstream II common stock was below $6.00 per share at closing. Sprinturf’s shareholder will be entitled to a receive an earnout of no more than $2,000,000 and 2,000,000 shares of common stock of Millstream II based on Sprinturf achieving certain minimum financial targets for the fiscal years ending December 31, 2007 and 2008. Sprinturf’s sole shareholder will begin to earn the additional consideration if operating income plus depreciation and amortization minus adjustments for certain additional items (“Adjusted EBITDA”) is at least $4,600,000 for the fiscal year ending December 31, 2007. Sprinturf’s sole shareholder will earn the additional consideration ratably between $4,600,000 and $6,000,000 of Adjusted EBITDA. If Sprinturf’ sole shareholder does not earn all the earnout consideration in 2007, she can unearned amount of consideration in the fiscal year ending December 31, 2008 if Adjusted EBITDA is in excess of $6,500,000. Sprinturf’s sole shareholder will earn the additional consideration ratably from $6,500,000 and $8,500,000 in Adjusted EBITDA. Amounts earned by Sprinturf sole shareholder will first be paid in cash up to a maximum of $2,000,000, with the remainder of the earnout paid in common stock of Millstream II up to a maximum of 2,000,000 shares. Under the terms of the amendment, Sprinturf’s shareholder will continue to have the right to earn an amount of additional cash equal to 2% of the increase in Sprinturf’s annual net sales for the fiscal years ended December 31, 2007, 2008 and 2009 over Sprinturf’s net sales for the immediately preceding fiscal year not to exceed $600,000 per annum.

In connection with the amendment of the merger agreement, the parties have also signed an amendment to the registration rights agreement. The amendment to the registration rights agreement provides that Sprinturf’s sole shareholder agrees not to sell any of the Millstream II shares she will receive until the six-month anniversary of the closing of the merger or the relevant issue date of the Millstream II in the case of common stock issued pursuant to the terms of the earnout described above. In each of the succeeding three six-month periods, Sprinturf’s shareholder will not sell more than 25% of the shares she receives in the merger.



PREVIOUSLY FILED CURRENT REPORT ON FORM 8-K AND THIS AMENDMENT TO SUCH 8-K

On November 15, 2006, Millstream II filed a Current Report on Form 8-K ("November 15, 2006 8-K") that provided certain information about the amended merger agreement between Millstream II and Sprinturf.
 
This Amendment No. 1 to the November 15, 2006 8-K ("8-K Amendment") is being filed to provide information that is supplemental to that included in the November 15, 2006 8-K, including a copy of the slideshow that will be distributed to attendees at presentations regarding the proposed merger that Millstream II intends to hold for certain of its stockholders and other persons who might be interested in purchasing Millstream II’s securities.

You are urged to read the following information together with all of the information provided in the November 15, 2006 8-K.


Item 9.01  Financial Statements and Exhibits







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.


 
 
MILLSTREAM II ACQUISITION CORPORATION
     
     
Date: November 17, 2006
 
By: /s/ Arthur Spector
 
 
Name:    Arthur Spector    
 
 
Title:      Chairman