Abtech Holdings, Inc. (OTCMKTS:ABHD) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01.
The information set forth in the section above entitled Introductory Note is incorporated herein by reference.
At the Effective Time, each share of Abtech common stock (other than shares held by Newco, shares held in treasury, and shares with respect to which dissenters rights have been properly exercised) is cancelled and automatically converted into the right to receive $1.10 in cash, without interest, and Newco will pay applicable shareholders for their shares of Abtech common stock as soon as practicable following the Effective Time.
The Surviving Corporation will file a Form 15 with the SEC to request the deregistration of Abtechs common stock under Section 12 of the Securities Exchange Act of 1934 (the Exchange Act) and the suspension of Abtechs reporting obligations under Sections 13 and 15(d) of the Exchange Act as promptly as practicable.
The information set forth in the section above entitled Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
The information set forth in the section above entitled Introductory Note and under Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
The information set forth in the section above entitled Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As of the Effective Time, the Companys directors and officers shall cease serving in such capacities.
As of the Effective Time, the Companys corporate existence will cease and the Articles of Incorporation and Bylaws of Abtech will cease to be in effect by operation of law and the organizational documents of the Surviving Corporation (as successor to Abtech by operation of law) will remain the Articles of Incorporation and Bylaws of the Surviving Corporation, consistent with the terms of the Transaction Statement.
After the Effective Time, as a result of the Merger and taking the Company private, the Surviving Corporation shall notify the Financial Industry Regulatory Authority (FINRA) to remove the Companys symbol ABHD from being quoted on the OTC Pink Marketplace and Abtech stock will no longer be quoted on the OTC Pink Marketplace.
| 2.1 | Articles of Merger, dated March 13, 2019, between the Company and Abtech Acquisition Corp |
Abtech Holdings, Inc. Exhibit
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About Abtech Holdings, Inc. (OTCMKTS:ABHD)
Abtech Holdings, Inc., through its subsidiary, AbTech Industries, Inc. (AbTech Industries), provides solutions to water contamination issues that are caused by stormwater runoff, industrial processes, water produced in the extractive industries, such as oil and gas drilling, and spills of oil-based fluids in marine environments. The Company operates through the filtration and treatment of polluted water segment. It provides services for the design and selection of water treatment systems, products sales of filtration and treatment systems, installation of the treatment technologies and maintenance of the installed systems. These activities are provided through subcontractors and on some projects the Company may act as a subcontractor to other entities. AbTech Industries has developed a range of products that leverage its cornerstone filtration media technology called Smart Sponge. The technology can be used as a filtration media to remove hydrocarbons and other pollutants from water.
