Item 7.01 Regulation FD Disclosure.
As previously announced, on
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
into this Item 7.01 by reference is the analyst day presentation that the
Company and BCG have prepared for use in connection with their analyst day,
scheduled for
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1993, as amended (the "Securities Act") or the Exchange Act, except as expressly set forth by specific reference in such filing.
AboutAvalon Acquisition Inc.
Important Information About the Proposed Business Combination and Where to Find It
This Current Report on Form 8-K relates to the Business Combination among the
parties set forth above. A full description of the terms of the Business
Combination is provided in a registration statement on Form S-4 that BCG filed
with the
Participants in the Solicitation
BCG and the Company, and their respective directors and executive officers, may
be deemed participants in the solicitation of proxies of the Company's
stockholders in respect of the Business Combination. The Company's stockholders
and other interested persons may obtain more detailed information about the
names and interests of the directors and officers of BCG and the Company in the
Business Combination set forth in the Company's or BCG's filings with the
This Current Report on Form 8-K does not contain all the information that should
be considered concerning the Business Combination and is not intended to form
the basis of any investment decision or any other decision in respect of the
Business Combination. Before making any voting or investment decision, investors
and security holders are urged to read the Form S-4 and accompanying proxy
statement/prospectus (and any amendments thereto) and all other relevant
documents filed or that will be filed with the
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K may include, "forward-looking statements" within
the meaning of Section 27A of the Securities Act, and Section 21E of the
Exchange Act. Statements regarding the Business Combination and related matters,
as well as all other statements other than statements of historical fact
included in this Current Report on Form 8-K are forward-looking statements. When
used in this Current Report on Form 8-K, words such as "anticipate," "believe,"
"continue," "could," "estimate," "expect," "intend," "may," "might," "plan,"
"possible," "potential," "predict," "project," "should," "would" and similar
expressions, as they relate to the Company and its management team, identify
forward-looking statements. Such forward-looking statements are based on the
beliefs of management, as well as assumptions made by, and information currently
available to, the Company's management. Actual results could differ materially
from those contemplated by the forward-looking statements as a result of certain
factors detailed in the Company's filings with the
No Offer or Solicitation
This Current Report on Form 8-K will not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K will also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description
99.1 Analyst
document and included in Exhibit).
© Edgar Online, source