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): July
21, 2008
RHAPSODY
ACQUISITION CORP.
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(Exact
Name of Registrant as Specified in
Charter)
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Delaware
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000-52203
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20-4743916
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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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825
Third Avenue, 40th
Floor, New York, New York
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10022
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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: (212)
319-7676
Not
Applicable
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(Former
Name or Former Address, if Changed Since Last
Report)
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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):
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x |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e 4(c))
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EXPLANATORY
NOTE
RHAPSODY
ACQUISITION CORP. (“RHAPSODY”) HAS HELD, AND INTENDS TO CONTINUE TO HOLD
PRESENTATIONS FOR CERTAIN OF ITS STOCKHOLDERS, AS WELL AS OTHER PERSONS WHO
MIGHT BE INTERESTED IN PURCHASING RHAPSODY SECURITIES, REGARDING ITS MERGER
WITH
PRIMORIS CORPORATION (“PRIMORIS”), AS DESCRIBED IN RHAPSODY’S DEFINITIVE PROXY
STATEMENT/PROSPECTUS, FILED JULY 10, 2008. THIS CURRENT REPORT ON FORM 8-K,
INCLUDING THE EXHIBIT HERETO, MAY BE DISTRIBUTED TO PARTICIPANTS AT SUCH
PRESENTATIONS.
EARLYBIRDCAPITAL,
INC. (“EBC”), THE MANAGING UNDERWRITER OF RHAPSODY’S INITIAL PUBLIC OFFERING
(“IPO”) CONSUMMATED IN OCTOBER 2006, IS ACTING AS RHAPSODY’S INVESTMENT BANKER
IN THESE EFFORTS, FOR WHICH IT WILL RECEIVE A FEE OF $360,000. ADDITIONALLY,
THE
UNDERWRITERS DEFERRED $414,000 OF THE COMMISSIONS OWED TO THEM IN CONNECTION
WITH THE IPO UNTIL THE CLOSING OF RHAPSODY’S BUSINESS COMBINATION. RHAPSODY AND
ITS DIRECTORS AND EXECUTIVE OFFICERS AND EBC MAY BE DEEMED TO BE PARTICIPANTS
IN
THE SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF RHAPSODY STOCKHOLDERS
THAT IS SCHEDULED TO BE HELD ON JULY 31, 2008 TO APPROVE THE
MERGER.
STOCKHOLDERS
OF RHAPSODY AND OTHER INTERESTED PERSONS ARE ADVISED TO READ RHAPSODY’S FINAL
REGISTRATION STATEMENT, CONTAINING THE DEFINITIVE PROXY STATEMENT/PROSPECTUS,
IN
CONNECTION WITH RHAPSODY’S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING
BECAUSE THIS PROXY STATEMENT/PROSPECTUS CONTAINS IMPORTANT INFORMATION. SUCH
PERSONS MAY ALSO READ RHAPSODY’S FINAL PROSPECTUS, DATED OCTOBER 3, 2006, FOR A
DESCRIPTION OF THE SECURITY HOLDINGS OF THE RHAPSODY OFFICERS AND DIRECTORS
AND
OF EBC AND THEIR RESPECTIVE INTERESTS IN THE SUCCESSFUL CONSUMMATION OF THIS
BUSINESS COMBINATION. THE DEFINITIVE PROXY STATEMENT/PROSPECTUS WAS MAILED
TO
STOCKHOLDERS OF RECORD AS OF JULY 3, 2008. STOCKHOLDERS ALSO MAY OBTAIN A COPY
OF THE DEFINITIVE PROXY STATEMENT/PROSPECTUS, WITHOUT CHARGE, BY DIRECTING
A
REQUEST TO: RHAPSODY ACQUISITION CORP., 825 THIRD AVENUE, 40TH FLOOR, NEW YORK,
NEW YORK 10022. THE REGISTRATION STATEMENT CONTAINING THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS MAY ALSO BE OBTAINED, WITHOUT CHARGE, AT THE SECURITIES
AND
EXCHANGE COMMISSION’S INTERNET SITE (HTTP://WWW.SEC.GOV).
Item
8.01. Other
Events.
On
July
21, 2008, Rhapsody Acquisition Corp. (“Rhapsody”) issued a press release
announcing that the shareholders of Primoris Corporation (“Primoris”) voted
unanimously to approve the Agreement and Plan of Merger, dated as of February
19, 2008 and amended on May 15, 2008, for the merger of Primoris into Rhapsody.
The press release is included as Exhibit 99.1 hereto.
The
information in this Current Report, including the exhibit attached hereto,
is
being furnished and shall not be deemed “filed” for the purposes of Section 18
of the Securities Exchange Act of 1934 or otherwise subject to the liabilities
of that Section. The information in this Current Report shall not be
incorporated by reference into any registration statement pursuant to the
Securities Act of 1933.
Item
9.01. Financial
Statement and Exhibits.
(d)
Exhibits:
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99.1 |
Press
release dated July 21, 2008.
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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.
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Dated:
July 22, 2008 |
RHAPSODY
ACQUISITION CORP. |
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By: |
/s/
Eric
S. Rosenfeld |
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Eric
S. Rosenfeld |
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Chairman,
Chief
Executive Officer and President |
EXHIBIT
INDEX
99.1 |
Press
release dated July 21, 2008.
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