form8a12ga106113_07102008.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
____________________
FORM
8-A/A
AMENDMENT
NO. 1
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR 12(g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
NEW CENTURY EQUITY HOLDINGS
CORP.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
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74-2781950
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(State
of Incorporation or Organization)
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(I.R.S.
Employer Identification no.)
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200
Crescent Court, Suite 1400, Dallas, Texas
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75201
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Securities
to be registered pursuant to Section 12(b) of the Act:
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Title
of Each Class
to
be so Registered
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Name
of Each Exchange on Which
Each
Class is to be Registered
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None
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If this form relates to the
registration of a class of securities pursuant to Section 12(b) of the
Exchange Act and is effective pursuant to General Instruction A.(c),
please check the following box. o
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If this form relates to the
registration of a class of securities pursuant to Section 12(g) of the
Exchange Act and is effective pursuant to General Instruction A.(d),
please check the following box. x
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Securities
Act registration statement file number to which this form
relates:
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Securities
to be registered pursuant to Section 12(g) of the Act:
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Rights
to Purchase Series A Junior Participating Preferred Stock, Par Value $0.01
Per Share,
Distributed
Pursuant to Rights Agreement, Dated July 10, 2006
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(Title
of Class)
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(Title
of Class)
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New
Century Equity Holdings Corp., a Delaware corporation (“NCEH”), hereby amends
the following items, exhibits and portions of its Registration Statement on Form
8-A filed with the Securities and Exchange Commission (“SEC”) on July 10, 2006
(the “Form 8-A”) as set forth below.
Item
1. Description of
Registrant’s Securities To Be Registered.
Item 1 of
the Form 8-A is hereby amended as follows:
On August 25, 2008, NCEH and Wilhelmina
Acquisition Corp., a wholly owned subsidiary of NCEH, entered into an agreement
(the “Acquisition Agreement”) with Dieter Esch (“Esch”), Lorex Investments AG
(“Lorex”), Brad Krassner (“Krassner”), Krassner Family Investments, L.P.
(“Krassner L.P.” and together with Esch, Lorex and Krassner, the “Control
Sellers”), Wilhelmina International, Ltd. (“Wilhelmina International”),
Wilhelmina – Miami, Inc. (“Wilhelmina Miami”), Wilhelmina Artist Management LLC
(“WAM”), Wilhelmina Licensing LLC (“Wilhelmina Licensing”), and Wilhelmina Film
& TV Productions LLC (“Wilhelmina TV” and together with Wilhelmina
International, Wilhelmina Miami, WAM and Wilhelmina Licensing, the “Wilhelmina
Companies”), Sean Patterson, an executive with the Wilhelmina Companies
(“Patterson”), and certain shareholders of Wilhelmina Miami (the “Miami Holders”
and together with the Control Sellers and Patterson, the “Individual
Sellers”). Pursuant to the Acquisition Agreement, NCEH will acquire
the Wilhelmina Companies subject to the terms and conditions thereof (the
“Acquisition”).
On August 25, 2008, in connection with
the Acquisition, NCEH
entered into an amendment (the “Amendment”) to that certain Rights Agreement
dated as of July 10, 2006 by and between NCEH and The Bank of New York Mellon
Trust Company, N.A., as rights agent (the “Rights Agreement”). The
Amendment, among other things, (i) provides that the execution of the
Acquisition Agreement, the acquisition of shares of common stock of NCEH, par
value $0.01 per share (“Common Stock”), pursuant to the Acquisition Agreement,
the consummation of the other transactions contemplated by the Acquisition
Agreement and the issuance of stock options to the Individual Sellers or the
exercise thereof, shall not be deemed to be events that cause the Rights (as
defined in the Rights Agreement) to become exercisable, (ii) amends the
definition of Acquiring Person (as defined in the Rights Agreement) to provide
that the Individual Sellers and their existing or future Affiliates and
Associates (each as defined in the Rights Agreement) shall not be deemed to be
an Acquiring Person solely by virtue of the execution of the Acquisition
Agreement, the acquisition of Common Stock pursuant to the Acquisition
Agreement, the consummation of the other transactions contemplated by the
Acquisition Agreement or the issuance of stock options to the Individual
Sellers or the exercise thereof and (iii) amends the Rights Agreement to provide
that a Distribution Date (as defined in the Rights Agreement) shall not be
deemed to have occurred solely by virtue of the execution of the Acquisition
Agreement, the acquisition of Common Stock pursuant to the Acquisition
Agreement, the consummation of the other transactions contemplated by the
Acquisition Agreement or the issuance of stock options to the Individual Sellers
or the exercise thereof. The Amendment also provides for certain
other conforming amendments to the terms and provisions of the Rights
Agreement.
The
foregoing description of the Amendment does not purport to be complete, and is
qualified in its entirety by reference to the full text of the Amendment, which
is filed as Exhibit 4.1 to NCEH’s Current Report on Form 8-K filed on August 26,
2008 and is incorporated herein by reference.
Item
2. Exhibits.
Item 2 of the Form 8-A is hereby
amended and restated in its entirety as follows:
Exhibit
No.
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Description
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3.1
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Certificate
of Designation of Series A Junior Participating Preferred Stock of New
Century Equity Holdings Corp., filed with the Secretary of State of
Delaware on July 10, 2006 (incorporated by reference to Exhibit 3.2 to the
registrant’s Current Report on Form 8-K filed on July 10,
2006).
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4.1
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Rights
Agreement dated as of July 10, 2006 by and between New Century Equity
Holdings Corp. and The Bank of New York Trust Company, N.A. (incorporated
by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K
filed on July 10, 2006).
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4.2
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Form
of Rights Certificate (incorporated by reference to Exhibit 4.1 to the
registrant’s Current Report on Form 8-K filed on July 10,
2006).
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4.3
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Amendment
to Rights Agreement dated August 25, 2008 by and between New Century
Equity Holdings Corp. and The Bank of New York Mellon Trust Company
(incorporated by reference to Exhibit 4.1 to the registrant’s Current
Report on Form 8-K filed on August 26,
2008).
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SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
Dated:
August 27, 2008
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NEW
CENTURY EQUITY HOLDINGS CORP.
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By:
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/s/ Mark E. Schwarz |
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Name:
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Mark E. Schwarz |
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Title:
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Chief Executive Officer |