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 Act of 1934
Date of Report (Date of earliest event reported): December 7, 2006 (December 1, 2006)
Zapata Corporation
(Exact name of registrant as specified in its charter)
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Nevada
(State or other jurisdiction
of incorporation)
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001-4219
(Commission
File Number)
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C-74-1339132
(I.R.S. Employer
Identification No.) |
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100 Meridian Centre, Suite 350
Rochester, New York
(Address of principal executive offices)
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14618
(Zip Code) |
(585) 242-2000
(Registrant’s telephone number, including area code)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.133-4(c))
ITEM 1.01 Entry Into A Material Definitive Agreement.
The disclosure set forth in Item 2.01 (Completion of Acquisition or Disposition of Assets) is
hereby incorporated by reference into this Item 1.01.
Item 2.01 Completion of Acquisition or Disposition of Assets
On December 1, 2006, Zapata Corporation, a Nevada corporation (“Zapata” or “the Company”), the
33% stockholder of Omega Protein Corporation, a Nevada corporation (“Omega”), entered into a Stock
Purchase Agreement (the “Purchase Agreement”), with a group of institutional investors to sell its
remaining 5,232,708 shares (the “Shares”) of the common stock, par value $.01 per share (the
“Common Stock”), of Omega held by Zapata at a purchase price of $5.55 per share, and gross proceeds
of approximately $29.0 million (the “Purchase Price”). The purchasers were: Special Situations
Fund III QP, L.P., Special Situations Fund III, L.P., Special Situations Cayman Fund, L.P., Special
Situations Private Equity Fund, L.P., Franklin Microcap Value Fund, Wynnefield Partners Small Cap
Value, L.P., Wynnefield Partners Small Cap Value, L.P. I, Channel Partnership II, L.P.
(collectively, the “Purchasers”) D.A. Davidson & Co. acted as the sole placement agent in the
transaction. The closing of the transaction was completed December 4, 2006. Omega and the
Purchasers each made customary representations and warranties and covenants in the Purchase
Agreement. Zapata agreed to indemnify the Purchasers for losses to which they may become subject
as the result of a breach of any representation, warranty, covenant or agreement by Zapata under
the Purchase Agreement or the other transaction documents. The foregoing description of the
Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, a copy of
which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
The securities sold by Zapata were not registered under the Securities Act of 1933 and may not
be offered or sold in the United States absent registration or an applicable exemption from the
registration requirements of the Securities Act of 1933. In connection with the private placement,
Omega entered into a registration rights agreement with the Purchasers dated December 1, 2006 (the
“Registration Rights Agreement”) and agreed to file with the Securities & Exchange Commission
within 30 days after closing a shelf registration statement covering the resale of the Shares and
to exercise commercially reasonable efforts to cause the registration statement to become effective
as soon as reasonably practicable.
In connection with this registration statement, Zapata entered into a letter agreement with
Omega, dated December 1, 2006, whereby it agreed, subject to certain conditions and obligations of
Omega, to reimburse Omega for liquidated damages it is required to pay to the Purchasers in the
event the registration statement is not declared and does not remain effective in the agreed upon
time periods under the Registration Rights Agreement. The liquidated damages are equal to 1.0% of
the gross purchase price for each 30-day period during which the registration statement is not
effective, up to a maximum of 10% of the gross purchase price. The foregoing description of the
Letter Agreement is qualified in its entirety by reference to the Letter Agreement, a copy of which
is attached hereto as Exhibit 10.2 and incorporated by reference herein.
Zapata and Omega also delivered a Termination, Consent and Waiver dated December 1, 2006 to
the Purchasers whereby, inter alia, Zapata and Omega agreed to terminate the option Zapata granted
to Omega to purchase the Shares (the “Option”). The option was granted to Omega in a stock
purchase agreement dated September 8, 2006, in connection with Omega’s repurchase of 9,268,292
shares of Common Stock (the “Repurchase Transaction”), which closed on November 28, 2006 as
previously reported. The Option provided Omega with the right to acquire all of the shares of
Common Stock held by Zapata on the date of the exercise of such option (the “Option Shares”) at a
purchase price of $4.50 per Option Share (the “Option Purchase Price”), subject to certain
conditions, from 270 days after the closing of the Repurchase Transaction and ending 390 days after
the closing of the Repurchase Transaction. The foregoing description of the Termination, Consent
and Waiver is qualified in its entirety by reference to the Termination, Consent and Waiver, a copy
of which is attached hereto as Exhibit 10.3 and incorporated by reference herein.
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The sale of the Shares was unanimously approved by Zapata’s Board of Directors and by the
written consent of the holder of a majority of the outstanding shares of Zapata’s common stock,
which, in connection with the Repurchase Transaction, had approved the sale at a price of $4.50 or
more, prior to expiration of the Option granted to Omega. Also in connection with the Repurchase
Transaction, Zapata’s Board of Directors had received the opinion of Empire Valuation Consultants,
LLC., an independent financial advisor, regarding the fairness, from a financial point of view, to
Zapata’s stockholders of, inter alia, any public or private sales of the Shares at a price equal to
or in excess of $4.50 per share during the period from the initial closing under the Repurchase
Agreement until the expiration of Omega’s Option.
Item 9.01 Exhibits
(b) Pro Forma Financial Information
The pro forma financial information for the transaction is attached hereto as Exhibit 99.1.
(d) Exhibits
10.1 Stock Purchase Agreement dated December 1, 2006 between Zapata Corporation and the
Purchasers listed therein.
10.2 Letter Agreement dated December 1, 2006 between Zapata Corporation and Omega Protein
Corporation
10.3 Termination, Consent and Waiver of Zapata Corporation and Omega Protein Corporation
dated December 1, 2006
99.1 Unaudited Pro Forma Financial Information
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