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OMB
APPROVAL
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OMB
Number: 3235-0060
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Expires:
January 31, 2009
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Estimated
average burden
hours
per response....38.0
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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): January 8,
2009
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STONELEIGH
PARTNERS ACQUISITION CORP.
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(Exact
Name of Registrant as Specified in
Charter)
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Delaware
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001-33502
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20-3483933
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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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20
Marshall St., Suite 104, South Norwalk, CT
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06854
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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: (203)
663-4204
555 Fifth Avenue, New York,
New York 10017
(Former
Name or Former Address, if Changed Since Last Report)
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)
¨ 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
Stoneleigh
Partners Acquisition Corp. (“Stoneleigh”) announced that as it continues its
search for a target business with which to complete a business combination, it
is considering all alternatives to protect stockholder
value. Stoneleigh is a structured blank check company formed to
complete a business combination with an unidentified operating
business. Pursuant to the terms of its certificate of incorporation,
Stoneleigh’s corporate existence will cease on May 31, 2009 and it will return
the proceeds held in its trust account to the holders of the shares of common
stock sold in its initial public offering (“IPO”). The Board of
Directors believes that given additional time and the elimination of the blank
check company-related provisions of its certificate of incorporation, management
will be able to identify a smaller target business that can increase stockholder
value and be a viable alternative to Stoneleigh’s existing
structure. As a result, the Board has authorized management to
explore the feasibility of implementing an alternative structure in the event
Stoneleigh is unable to identify a suitable target business despite its
continuing efforts.
One
alternative Stoneleigh is exploring would be to conduct an exchange offer
together with amending its certificate of incorporation to continue its
corporate existence and remove the blank check company related provisions put in
place at the time of its IPO. Stockholders would have the option to
retain their common stock and receive their pro rata portion of the trust
account (as well as a pro rata portion and the cash out of the trust account)
upon liquidation of the trust account on May 31,
2009. Alternatively, stockholders would be offered the
opportunity to exchange their common stock for a return of approximately 80% to
85% of the IPO unit price ($6.40-$6.80) and shares of a to be created series of
preferred stock with a stated value of approximately $1.20 to $1.60 in cash (the
difference between $8.00 and the per share cash returned to the stockholder)
which would be convertible into an incremental number of shares of common
stock. The per share amount held in Stoneleigh’s trust account for
all shares tendered in the exchange offer would be released from the trust
account. A substantial portion of the released cash would be
delivered to the holder, together with preferred stock, as consideration for the
exchange of the holder’s common stock. The remainder of the released
cash would be retained by Stoneleigh out of the trust account.
The
foregoing would be subject to numerous conditions, including Stoneleigh
establishing the final terms of the exchange offer, a minimum number of shares
of common stock tendering in the exchange offer and Stoneleigh’s stockholders
approving amendments to Stoneleigh’s certificate of incorporation and certain
other actions to permit the exchange offer at a stockholder meeting called for
such purposes and through the solicitation of proxies by a proxy
statement.
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.
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Dated: January
8, 2009
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STONELEIGH
PARTNERS ACQUISITION CORP.
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By: /s/ James A.
Coyne
Name: James A.
Coyne
Title: Vice
Chairman and Chief Financial
Officer
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