UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
______________
FORM
8-K/A
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported): February
19, 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
THIS
AMENDMENT IS BEING FILED SOLELY TO INCLUDE AN UPDATED SLIDE SHOW PRESENTATION
(ATTACHED HERETO AS EXHIBIT 99.3), WHICH SUPERCEDES ALL PRIOR VERSIONS FILED.
THE SLIDE SHOW PRESENTATION WAS ORIGINALLY INCLUDED WITH THE CURRENT REPORT
ON FORM 8-K, DATED FEBRUARY 19, 2008, OF RHAPSODY ACQUISITION CORP.
("RHAPSODY"), WHICH WAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
FEBRUARY 20, 2008 (“ORIGINAL REPORT”).
RHAPSODY
INTENDS 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 THE ORIGINAL
REPORT. THIS CURRENT REPORT ON FORM 8-K, INCLUDING SOME OR ALL OF THE EXHIBITS
HERETO, WILL 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
TO
BE HELD TO APPROVE THE MERGER.
STOCKHOLDERS
OF RHAPSODY AND OTHER INTERESTED PERSONS ARE ADVISED TO READ, WHEN AVAILABLE,
RHAPSODY’S REGISTRATION STATEMENT, CONTAINING A PRELIMINARY PROXY
STATEMENT/PROSPECTUS, AND FINAL REGISTRATION STATEMENT, CONTAINING A DEFINITIVE
PROXY STATEMENT/PROSPECTUS, IN CONNECTION WITH RHAPSODY’S SOLICITATION OF
PROXIES FOR THE SPECIAL MEETING BECAUSE THESE PROXY STATEMENTS/PROSPECTUSES
WILL
CONTAIN IMPORTANT INFORMATION. SUCH PERSONS CAN 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 WILL BE MAILED TO STOCKHOLDERS AS OF A RECORD DATE TO
BE
ESTABLISHED FOR VOTING ON THE MERGER. STOCKHOLDERS WILL ALSO BE ABLE TO 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 PRELIMINARY
PROXY STATEMENT/PROSPECTUS AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS, ONCE
AVAILABLE, CAN ALSO BE OBTAINED, WITHOUT CHARGE, AT THE SECURITIES AND EXCHANGE
COMMISSION’S INTERNET SITE (HTTP://WWW.SEC.GOV).
Item
8.01. Other
Events.
Attached
as Exhibit 99.3 to this Current Report is a revised form of investor
presentation to be used by Rhapsody in presentations to certain of its
stockholders and other interested persons. The attached presentation shall
be
used by Rhapsody together with its preliminary proxy statement/prospectus and
definitive proxy statement/prospectus, when available.
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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Exhibit
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Description
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99.3
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Investor
Presentation
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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.
Dated:
April 17, 2008
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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
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EXHIBIT
INDEX
Exhibit
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Description
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99.3
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Investor
Presentation.
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