Item 8.01 Other Events.
As disclosed in the Company's definitive proxy statement (the "Proxy Statement")
filed with the
Additional Information and Where to Find It
On
Forward-Looking Statements
This Current Report includes, and oral statements made from time to time by
representatives of the Company may include, forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The Company has based these forward-looking
statements on its current expectations and projections about future events.
These forward-looking statements are subject to known and unknown risks,
uncertainties and assumptions about the Company that may cause the Company's
actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by such forward-looking statements. In some
cases, you can identify forward-looking statements by terminology such as
"will," "may," "should," "could," "would," "expect," "plan," "anticipate,"
"believe," "estimate," "continue," "goal," "target," "outlook," "allow,"
"intend" or the negative of such terms or other similar expressions. Such
statements include, but are not limited to, possible business combinations and
the financing thereof, and related matters, as well as all other statements
other than statements of historical fact included in this Current Report.
Factors that might cause or contribute to such a discrepancy include, but are
not limited to, those described in the Company's other
The forward-looking statements contained in this Current Report are based on the Company's current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company's control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited
to, those factors described under the section titled "Risk Factors" in the Proxy Statement and in the Company's most recent Annual Report on Form 10-K. Should one or more of these risks or uncertainties materialize, or should any of the Company's assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
No Offer or Solicitation
This Current Report is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities or the solicitation of any vote in any jurisdiction pursuant to the Proxy Statement or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except in accordance with the provisions of the Securities Act. If a definitive agreement regarding a business combination is entered into, the Company will provide a separate proxy statement and/or prospectus to stockholders in connection with a separate additional special meeting of stockholders regarding a business combination. You are not being asked to make a voting or investment decision regarding a business combination at this time.
Participants in the Solicitation
The Company and certain of its directors and executive officers may be deemed to
be participants in the solicitation of proxies from the Company's stockholders,
in favor of the approval of the Extension Amendment Proposal and the other
proposals to be voted on at the Special Meeting. For information regarding the
Company's directors and executive officers, please see the Company's Annual
Report on Form 10-K and the other documents filed (or to be filed) by the
Company from time to time with the
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