0001193125-11-102054 8-K 3 20110413 1.02 8.01 9.01 20110419 20110419 Advanced Emissions Solutions, Inc. 0001515156 2890 275472457 1231 8-K 34 333-172809 11767632 8100 SOUTHPARK WAY STE B LITTLETON CO 80120 303-734-1727 8100 SOUTHPARK WAY STE B LITTLETON CO 80120 8-K 1 d8k.htm FORM 8-K U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 13, 2011 ADVANCED EMISSIONS SOLUTIONS, INC. (Name of registrant as specified in its charter) Delaware 333-172809 27-5472457 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification Number) 8100 SouthPark Way, Unit B, Littleton, Colorado 80120 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (303) 734-1727 Not Applicable (Former name or former address, if changed since last report) 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: ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) -------------------------------------------------------------------------------- Item 1.02 Termination of a Material Definitive Agreement. As previously reported, on March 14, 2011, ADA-ES, Inc., a Colorado corporation (“ADA”), Advanced Emissions Solutions, Inc., a Delaware corporation and wholly owned subsidiary of ADA (“AES”), and ADA Merger Corp., a Colorado corporation and wholly owned subsidiary of AES (“MergerCo”), entered into an Agreement and Plan of Merger (the “Reorganization Agreement”), that provided for the merger (the “Merger”) of ADA with MergerCo, with ADA surviving the Merger as a wholly owned subsidiary of AES, and the conversion of each share of common stock, no par value per share (“ADA Common Stock”), of ADA, issued and outstanding immediately prior to the effective time of the Merger into one duly issued, fully paid and nonassessable share of common stock, par value $0.001 per share (“AES Common Stock”), of AES (the “Reorganization”). In addition, each outstanding option to purchase or other right to acquire shares of ADA Common Stock would have automatically converted into an option to purchase or right to acquire, upon the same terms and conditions, an identical number of shares of AES Common Stock. Pursuant to the Reorganization Agreement, AES, a Delaware corporation, would have, in effect, replaced ADA, a Colorado corporation, as the publicly held corporation, and the holders of ADA Common Stock would have held the same number of shares and same ownership percentage of AES after the Reorganization as they held of ADA immediately prior to the Reorganization. On April 13, 2011, ADA’s board of directors determined that the Merger was no longer advisable and not in the best interest of ADA or its shareholders. Therefore, pursuant to Section 5.1 of the Reorganization Agreement, ADA terminated the Reorganization Agreement and will not proceed with Reorganization and the related transactions contemplated thereby. ADA did not incur any early termination penalties by terminating the Reorganization Agreement. As a consequence of the termination, the Reorganization will no longer be submitted for approval to ADA’s shareholders at ADA’s 2011 Annual Meeting of Shareholders (“Annual Meeting”), which has been rescheduled for June 7, 2011. Item 8.01 Other Items On April 19, 2011, ADA issued a press release relating to the termination of the Reorganization Agreement and the rescheduled Annual Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No Description 99.1 Press Release, dated April 19, 2011, issued by ADA-ES, Inc. -------------------------------------------------------------------------------- SIGNATURES 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. ADVANCED EMISSIONS SOLUTIONS, INC. Date: April 19, 2011 By: /s/ Mark McKinnies Name: Mark McKinnies Title: Senior Vice President and Chief Financial Officer EX-99.1 2 dex991.htm PRESS RELEASE Exhibit 99.1 [[Image Removed: LOGO]] FOR IMMEDIATE RELEASE ADA-ES RESCHEDULES ANNUAL SHAREHOLDERS MEETING FOR JUNE 7TH Littleton, CO – April 19, 2011 – ADA-ES, Inc. (NASDAQ:ADES) (“ADA” or the “Company”) today announced that it has rescheduled its annual meeting of shareholders for 9:00 a.m. (local time) on Tuesday, June 7, 2011 at the Pinehurst Country Club, located at 6255 W. Quincy Avenue, Denver, Colorado. Shareholders of record on March 29, 2011 will be entitled to vote on: • The ratification of the Audit Committee’s selection of Ehrhardt Keefe Steiner & Hottman PC as ADA’s independent registered public accounting firm for the fiscal year ending December 31, 2011. • The reelection of nine directors: Robert N. Caruso, Michael D. Durham, John W. Eaves, Derek C. Johnson, Ronald B. Johnson, W. Phillip Marcum, Mark H. McKinnies, Jeffrey C. Smith and Richard J. Swanson. No other specific matters will be put before a vote at this annual meeting of shareholders. Specifically, the reorganization proposals described in the Company’s news release and draft preliminary proxy statement/prospectus dated March 14, 2011 have been withdrawn, including a related plan of merger, reincorporation of the new public entity in the state of Delaware and name change of the public entity. About ADA-ES ADA-ES is a leader in clean coal technology and the associated specialty chemicals, serving the coal-fueled power plant industry. Our proprietary environmental technologies and specialty chemicals enable power plants to enhance existing air pollution control equipment, minimize mercury, CO2 and other emissions, maximize capacity, and improve operating efficiencies, to meet the challenges of existing and pending emission control regulations. With respect to mercury emissions: • We supply activated carbon (“AC”) injection systems, mercury measurement instrumentation, and related services. • We also have a minority interest in ADA Carbon Solutions (“ADA-CS”), which has commenced operations at its AC production facility. • Under an exclusive development and licensing agreement with Arch Coal, we are developing and commercializing an enhanced Powder River Basin (“PRB”) coal with reduced emissions of mercury. • Through our consolidated subsidiary, Clean Coal Solutions, LLC (“CCS”), we provide our patented refined coal technology, CyClean, to enhance combustion of and reduce emissions from burning PRB coals in cyclone boilers. In addition, we are developing CO2 emissions technologies under projects funded by the U.S. Department of Energy (“DOE”) and industry participants. -------------------------------------------------------------------------------- ADA-ES News Release - 2 - April 19, 2011 Contacts: ADA-ES, Inc. Investor Relations Counsel Michael D. Durham, Ph.D., MBA, President & CEO The Equity Group Inc. Mark H. McKinnies, CFO www.theequitygroup.com (303) 734-1727 Melissa Dixon/ www.adaes.com (212) 836-9613 MDixon@equityny.com Linda Latman (212) 836-9609 LLatman@equityny.com