As filed with the Securities and Exchange Commission on January 6, 2014
Registration No. 333-192034
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
Form S-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SAEXPLORATION HOLDINGS, INC.
| (Exact name of registrant as specified in its charter) | ||
| Delaware | 1382 | 27-4867100 |
| (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer |
| incorporation or organization) | Classification Code Number) | Identification No.) |
3333 8th Street SE, 3rd
Floor
Calgary, Alberta T2G 3A4
(403) 776-1950
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Brent Whiteley, Esq.
Chief Financial Officer, General Counsel and Secretary
3333 8th Street SE, 3rd Floor
Calgary, Alberta T2G 3A4
(403) 776-1950
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of communications to:
W. Garney Griggs, Esq.
Strasburger & Price, LLP
909 Fannin Street, Suite 2300
Houston, Texas 77010
(713) 951-5600
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and after all conditions of the warrant exchange offer described herein have been met or waived.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ¨ | Accelerated filer ¨ | ||
| Non-accelerated filer ¨ (Do not check if a smaller reporting company) | Smaller reporting company x |
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
| Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ¨ | |
| Exchange Act Rule 13e-4(i) (Cross-Border Third-Party Tender Offer) ¨ |
CALCULATION OF REGISTRATION FEE
| Proposed Maximum | Proposed Maximum | Amount of | ||||||||||||||
| Title of Each Class of | Amount to be | Offering Price per | Aggregate Offering | Registration | ||||||||||||
| Securities to be Registered | Registered(1) | Share | Price | Fee(4)(5) | ||||||||||||
| Common Stock, par value $0.0001 per share | 1,500,000 | (2) | $0.72 | (3) | $ | 10,800,000 | $ | 1,391.04 | ||||||||
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement also covers an indeterminate number of additional shares as may hereafter be offered or issued with respect to the shares registered hereby resulting from stock splits, stock dividends, recapitalizations or certain other capital adjustments.
(2) Represents the maximum number of shares of the common stock of the registrant that may be issued directly to holders of warrants pursuant to the Offer (as defined below). This number includes (a) 690,000 shares of the registrant’s common stock, which is the maximum number of shares of the registrant’s common stock that may be issued pursuant to the Offer in exchange for warrants issued in our initial public offering that elect to participate in the Offer, (b) 710,000 shares of the registrant’s common stock, which is the maximum number of shares of the registrant’s common stock that may be issued pursuant to the Offer in exchange for warrants issued in a private placement concurrent with our initial public offering, consisting of 6,500,000 warrants issued to the holders of the registrant’s common stock issued prior to its initial public offering and 600,000 warrants issued to EarlyBirdCapital, Inc., the representative of the underwriters for the registrant’s initial public offering, and its designees, and (c) 100,000 shares of the registrant’s common stock, which is the maximum number of shares of the registrant’s common stock that may be issued pursuant to the Offer in exchange for warrants to purchase 1,000,000 shares of common stock issuable upon conversion of $500,000 in promissory notes held by Eric S. Rosenfeld and David D. Sgro.
(3) Estimated pursuant to Rule 457(f)(1) solely for the purpose of computing the amount of the registration fee, based on the average of the high and low prices of warrants to purchase SAE common stock on the Over-the-Counter Bulletin Board on October 28, 2013.
(4) Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $128.80 per $1,000,000 of the proposed maximum aggregate offering price.
(5) Previously paid with the initial filing of this registration statement on November 1, 2013.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective time until the registrant shall file an amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 2 to Form S-4 Registration Statement (this “Amendment”) amends the Registration Statement on Form S-4 (Registration No. 333-192034) originally filed by SAExploration Holdings, Inc. with the Securities and Exchange Commission on November 1, 2013, as amended by Amendment No. 1 thereto on December 10, 2013 (the “Original Filing ”). This Amendment is being filed for the sole purpose of furnishing Exhibit 101, which contains the XBRL (eXtensible Business Reporting Language) Interactive Data Files for the financial statements and notes included in the Original Filing. Accordingly, this Amendment consists only of the facing page, this explanatory note, Part II of the Original Filing, the signature page, the exhibit index, the furnished Exhibit 101 and an updated Exhibit 23.1, Consent of Independent Registered Public Accounting Firm. The preliminary Prospectus/Offer to Exchange included in the Original Filing has been omitted. No other changes have been made in this Amendment to the Original Filing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 20. | Indemnification of Directors and Officers |
Our second amended and restated certificate of incorporation contains provisions eliminating the personal liability of our directors to us and our stockholders for monetary damages for breaches of their fiduciary duties as directors to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware or any other applicable law as it exists on the date of our second amended and restated certificate of incorporation or as it may be amended. The General Corporation Law of the State of Delaware prohibits such elimination of personal liability of a director for:
| • | any breach of the director’s duty of loyalty to us or our stockholders; |
| • | acts or omissions not in good faith or involving intentional misconduct or a knowing violation of law; |
| • | the payment of dividends, stock repurchases or redemptions that are unlawful under Delaware law; and |
| • | any transaction in which the director receives an improper personal benefit. |
These provisions only apply to breaches of duty by directors as directors and not in any other corporate capacity, such as officers. In addition, these provisions limit liability only for breaches of fiduciary duties under the General Corporation Law of the State of Delaware and not for violations of other laws such as the U.S. federal securities laws and U.S. federal and state environmental laws. As a result of these provisions in our second amended and restated certificate of incorporation, our stockholders may be unable to recover monetary damages against directors for actions taken by them that constitute negligence or gross negligence or that are in violation of their fiduciary duties. However, our stockholders may obtain injunctive or other equitable relief for these actions. These provisions also reduce the likelihood of derivative litigation against directors that might benefit us.
In addition, our second amended and restated certificate of incorporation and our amended and restated bylaws provide that we will be obligated to indemnify and advance expenses to, and hold harmless, each of our directors and officers (each, an “indemnitee”), to the fullest extent permitted by applicable law, who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he, or a person for whom he is the legal representative, is or was one of our directors or officers or, while one of our directors or officers, is or was serving at our request as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such indemnitee. Notwithstanding the preceding sentence, except as otherwise provided in our second amended and restated certificate of incorporation and in our amended and restated bylaws, we will be required under our second amended and restated certificate of incorporation and our amended and restated bylaws to indemnify, or advance expenses to, an indemnitee in connection with a proceeding (or part thereof) commenced by such indemnitee only if the commencement of such proceeding (or part thereof) by the indemnitee was authorized by our board of directors.
In connection with the closing of the Merger, we entered into indemnification agreements with each of our directors and certain of our officers (each, a “Contractual Indemnitee”). Pursuant to the indemnification agreements, we will be obligated to indemnify the applicable Contractual Indemnitee to the fullest extent permitted by applicable law in the event that such Contractual Indemnitee, by reason of such Contractual Indemnitee’s relationship with us, was, is or is threatened to be made a party to or participant in any threatened, pending or completed action or proceeding, other than an action or proceeding by or in our right, against all expenses, judgments, penalties, fines (including any excise taxes assessed on the Contractual Indemnitee with respect to an employee benefit plan) and amounts paid in settlement actually and reasonably incurred by such Contractual Indemnitee in connection with such action or proceeding, provided that such Contractual Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to our best interests and, with respect to any criminal action or proceeding, provided that he also had no reasonable cause to believe his conduct was unlawful. We will also be obligated to indemnify such Contractual Indemnitee to the fullest extent permitted by applicable law in the event that such Contractual Indemnitee, by reason of such Contractual Indemnitee’s relationship with us, was, is or is threatened to be made a party to or participant in any threatened, pending or completed action or proceeding brought by or in our right to procure a judgment in our favor, against all expenses actually and reasonably incurred by such Contractual Indemnitee in connection with such action or proceeding, provided that such Contractual Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to our best interests. Notwithstanding the foregoing sentence, no indemnification against expenses incurred by such Contractual Indemnitee in connection with such an action or proceeding brought by or in our right will be made in respect of any claim, issue or matter as to which such Contractual Indemnitee is adjudged to be liable to us or if applicable law prohibits such indemnification being made; provided, however, that, in such event, if applicable law so permits, indemnification against such expenses will nevertheless be made by us if and to the extent that the court in which such action or proceeding has been brought or is pending determines that, despite the adjudication of liability but in view of all the circumstances of the case, the Contractual Indemnitee is fairly and reasonably entitled to indemnity for such expenses.
The indemnification agreements also provide for the advancement of all reasonable expenses incurred by such Contractual Indemnitee in connection with any action or proceeding covered by the indemnification agreement. The Contractual Indemnitee will be required to repay any amounts so advanced if, and to the extent that, it is ultimately determined that he is not entitled to be indemnified by us against such expenses. The Contractual Indemnitee will further be required to return any such advance to us which remains unspent at the conclusion of the action or proceeding to which the advance related.
In addition, the indemnification agreements provide that we will use all commercially reasonable efforts to obtain and maintain in effect for so long as the Contractual Indemnitee may have any liability or potential liability by reason of his relationship with us, one or more insurance policies providing our directors and officers coverage for losses from wrongful acts and omissions and to ensure our performance of our indemnification obligations under each indemnification agreement.
There is no pending litigation or proceeding involving any of our directors, officers, employees or other agents as to which indemnification is being sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification by any director, officer, employee or other agent.
| Item 21. | Exhibits and Financial Statement Schedules |
Reference is hereby made to the attached Exhibit Index, which is incorporated herein by reference.
| Item 22. | Undertakings |
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
| (A) |
to include any prospectus required by Section 10(a)(3) of the Securities Act;
| |
| (B) |
to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
| |
| (C) |
to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
|
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
| (A) | any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; | |
| (B) | any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; | |
| (C) | the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and | |
| (D) | any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(b) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on January 6, 2014.
| SAEXPLORATION HOLDINGS, INC. | |||
| By: | /s/ Brent Whiteley | ||
| Name: | Brent Whiteley | ||
| Title: | Chief Financial Officer, General Counsel | ||
| and Secretary | |||
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| SIGNATURE | TITLE | DATE | ||
| /s/ Jeff Hastings | Executive Chairman and Director | January 6, 2014 | ||
| Jeff Hastings | ||||
| /s/ Brian A. Beatty | Chief Executive Officer, President and Director | January 6, 2014 | ||
| Brian A. Beatty | (Principal Executive Officer) | |||
| /s/ Brent Whiteley | Chief Financial Officer, General Counsel, | January 6, 2014 | ||
| Brent Whiteley | Secretary, and Director (Principal Financial Officer and Principal Accounting Officer) | |||
| * | Director | January 6, 2014 | ||
| Eric S. Rosenfeld | ||||
| * | Director | January 6, 2014 | ||
| David D. Sgro | ||||
| * | Director | January 6, 2014 | ||
| Gary Dalton | ||||
| * | Director | January 6, 2014 | ||
| Arnold Wong | ||||
| * | Director | January 6, 2014 | ||
| Gregory R. Monahan |
| *By: | /s/ Brent Whiteley | |
| Brent Whiteley | ||
| (Attorney-in-Fact) |
EXHIBIT INDEX
| Exhibit No. |
Description | Included | Form | Filing Date | ||||
| 1.1 | Form of Underwriting Agreement. | By Reference | S-1/A | April 28, 2011 | ||||
| 2.1 | Agreement and Plan of Reorganization dated as of December 10, 2012, by and among the Registrant., Trio Merger Sub, Inc., SAExploration Holdings, Inc. and CLCH, LLC. | By Reference | 8-K | December 11, 2012 | ||||
| 2.2 | First Amendment to Agreement and Plan of Reorganization dated as of May 23, 2013, by and among the Registrant, Trio Merger Sub, Inc., SAExploration Holdings, Inc. and CLCH, LLC. | By Reference | 8-K | May 28, 2013 | ||||
| 3.1 | Second Amended and Restated Certificate of Incorporation. | By Reference | 8-K | June 28, 2013 | ||||
| 3.2 | Amended and Restated Bylaws. | By Reference | 8-K | June 28, 2013 | ||||
| 4.1 | Specimen Common Stock Certificate. | By Reference | 8-K | June 28, 2013 | ||||
| 4.2 | Specimen Warrant Certificate. | By Reference | 8-K | June 28, 2013 | ||||
| 4.3 | Form of Warrant Agreement by and between Continental Stock Transfer & Trust Company and the Registrant. | By Reference | S-1/A | April 28, 2011 | ||||
| 4.4 | Amendment to Warrant Agreement dated June 24, 2013, by and between Continental Stock Transfer & Trust Company and the Registrant. | By Reference | 8-K | June 28, 2013 | ||||
| 4.5 | Form of Amended and Restated Convertible Promissory Notes issued to Eric S. Rosenfeld and David D. Sgro. | By Reference | 8-K | October 17, 2013 | ||||
| 5.1 | Opinion of Strasburger & Price, LLP. | By Reference | S-4/A | December 10, 2013 | ||||
| 8.1 | Opinion of Strasburger & Price, LLP. | By Reference | S-4/A | December 10, 2013 | ||||
| 10.1 | Credit Agreement dated as of November 28, 2012, by and among SAExploration Holdings, Inc., as parent, SAExploration, Inc., SAExploration Seismic Services (US), LLC and NES, LLC, as borrowers, the lenders party thereto, and CP Admin Co LLC, as Administrative Agent. | By Reference | 8-K/A | October 10, 2013 | ||||
| 10.2 | Amendment No. 1 to Credit Agreement dated as of December 5, 2012, by and among SAExploration Holdings, Inc., SAExploration, Inc., SAExploration Seismic Services (US), LLC, NES, LLC, the lenders party thereto, and CP Admin Co LLC, as Administrative Agent. | By Reference | 8-K/A | October 10, 2013 |
| 10.3 | Amendment No. 2 and Consent to Credit Agreement dated as of June 24, 2013, by and among SAExploration Holdings, Inc., SAExploration, Inc., SAExploration Seismic Services (US), LLC, NES, LLC, the lenders party thereto, and MC Admin Co LLC, as Administrative Agent. | By Reference | 8-K/A | October 10, 2013 | ||||
| 10.4 | Joinder to Credit Agreement dated as of June 24, 2013, between the Registrant and MC Admin Co LLC. | By Reference | 8-K | June 28, 2013 | ||||
| 10.5 | Amendment No. 3 to Credit Agreement dated as of October 31, 2013, by and among the Registrant, SAExploration Sub, Inc., SAExploration, Inc., SAExploration Seismic Services (US), LLC, NES, LLC, the lenders party thereto, and MC Admin Co LLC, as Administrative Agent. | By Reference | 8-K | November 1, 2013 | ||||
| 10.6 | Waiver Agreement dated as of October 31, 2013, among the Registrant, CLCH, LLC, Seismic Management Holdings Inc. and Brent Whiteley. | By Reference | S-4 | November 1, 2013 | ||||
| 10.76 | Indemnity Escrow Agreement dated as of June 24, 2013, by and among SAExploration Holdings, Inc., CLCH, LLC, and Continental Stock Transfer & Trust Company. | By Reference | 8-K | June 28, 2013 | ||||
| 10.8 | Merger Consideration Escrow Agreement dated as of June 24, 2013, by and among SAExploration Holdings, Inc., CLCH, LLC, and Continental Stock Transfer & Trust Company. | By Reference | 8-K | June 28, 2013 | ||||
| 10.9 | Registration Rights Agreement dated June 24, 2013 by and between SAExploration Holdings, Inc. and CLCH, LLC. | By Reference | 8-K | June 28, 2013 | ||||
| 10.10 | Form of Indemnification Agreement. | By Reference | 8-K | June 28, 2013 | ||||
| 10.11 | Unsecured Promissory Note in the amount of $17,500,000 by SAExploration Holdings, Inc. for the benefit of CLCH, LLC, as representative. | By Reference | 8-K | June 28, 2013 | ||||
| 10.12 | Employment Agreement dated June 24, 2013, by and between SAExploration Holdings, Inc. and Jeff Hastings. | By Reference(*) | 8-K | June 28, 2013 | ||||
| 10.13 | Employment Agreement dated June 24, 2013, by and between SAExploration Holdings, Inc. and Brian Beatty. | By Reference(*) | 8-K | June 28, 2013 | ||||
| 10.14 | Employment Agreement dated June 24, 2013, by and between SAExploration Holdings, Inc. and Brent Whiteley. | By Reference(*) | 8-K | June 28, 2013 |
| 10.15 | Form of Non-Disclosure Agreement between the Registrant and each of Jeff Hastings, Brian Beatty and Brent Whiteley. | By Reference | 8-K | June 28, 2013 | ||||
| 10.16 | Form of Lock-Up Agreement between the Registrant and each of the former stockholders of SAExploration Holdings, Inc. | By Reference | 8-K | June 28, 2013 | ||||
| 10.17 | Employment Agreement dated July 1, 2011, by and between SAExploration, Inc. (f/k/a South American Exploration LLC) and Mike Scott. | By Reference(*) | 8-K | June 28, 2013 | ||||
| 10.18 | Employment Agreement dated July 15, 2011, by and between SAExploration, Inc. (f/k/a South American Exploration LLC) and Darin Silvernagle. | By Reference(*) | 8-K | June 28, 2013 | ||||
| 10.19 | SAExploration Holdings, Inc. 2013 Long-Term Incentive Plan. | By Reference(*) | 8-K | June 28, 2013 | ||||
| 10.20 | SAExploration Holdings, Inc. 2013 Non-Employee Director Share Incentive Plan. | By Reference(*) | 8-K | August 19, 2013 | ||||
| 10.21 | Form of Notice of Stock Award and Agreement under the SAExploration Holdings, Inc. 2013 Non-Employee Director Share Incentive Plan between the Registrant and each of Gary Dalton, Gregory R. Monahan, Eric S. Rosenfeld and David D. Sgro. | By Reference(*) | S-4/A | December 10, 2013 | ||||
| 10.22 | Form of Letter Agreement among the Registrant, EarlyBirdCapital, Inc. and each of the Registrant’s Officers, Directors and Initial Stockholders. | By Reference | S-1/A | April 28, 2011 | ||||
| 10.23 | Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant. | By Reference | S-1/A | May 23, 2011 | ||||
| 10.24 | Form of Escrow Agreement between the Registrant, Continental Stock Transfer & Trust Company and the Initial Stockholders. | By Reference | S-1/A | April 28, 2011 | ||||
| 10.25 | Form of Registration Rights Agreement among the Registrant and the Initial Stockholders and EarlyBirdCapital, Inc. | By Reference | S-1/A | April 28, 2011 | ||||
| 10.26 | Form of Subscription Agreements among the Registrant, Graubard Miller and the Purchasers of Insider Warrants and EBC Warrants. | By Reference | S-1/A | April 28, 2011 | ||||
| 10.27 | Form of Warrant Consent and Support Agreement. | By Reference | 8-K | December 11, 2012 | ||||
| 14.1 | Code of Ethics. | By Reference | S-1/A | April 28, 2011 | ||||
| 21.1 | List of subsidiaries. | By Reference | S-4 | November 1, 2013 | ||||
| 23.1 | Consent of Grant Thornton LLP. | Herewith |
| 23.2 | Consent of Strasburger & Price, LLP. | By Reference | S-4/A | December 10, 2013 | ||||
| 24.1 | Power of Attorney | By Reference | S-4 | November 1, 2013 | ||||
| 99.1 | Form of Letter of Transmittal. | By Reference | S-4/A | December 10, 2013 | ||||
| 99.2 | Form of Notice of Guaranteed Delivery. | By Reference | S-4 | November 1, 2013 | ||||
| 99.3 | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | By Reference | S-4 | November 1, 2013 | ||||
| 99.4 |
Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
By Reference | S-4 | November 1, 2013 | ||||
| 99.5 | Form of Irrevocable Proxy Agreement, Irrevocable Proxy and Power of Attorney, dated effective as of June 24, 2013. | By Reference | S-4 | November 1, 2013 | ||||
| 99.6 |
Form of Revocable Proxy Agreement, dated effective as of June 24, 2013. |
By Reference | S-4 | November 1, 2013 | ||||
| 101.INS |
XBRL Instance Document |
Herewith(**) | ||||||
| 101. SCH |
XBRL Taxonomy Extension Schema Document |
Herewith(**) | ||||||
| 101. CAL |
XBRL Taxonomy Calculation Linkbase Document |
Herewith(**) | ||||||
| 101. DEF |
XBRL Taxonomy Extension Definition Linkbase Document |
Herewith(**) | ||||||
| 101. LAB |
XBRL Taxonomy Label Linkbase Document |
Herewith(**) | ||||||
| 101. PRE |
XBRL Taxonomy Presentation Linkbase Document |
Herewith(**) |
(*) Denotes compensation arrangement.
(**) Pursuant to Rule 406T of Regulation S–T, the Interactive Data Files attached as Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those Sections.