Unassociated Document
UNITED
STATES
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): November
12, 2008
|
ALYST
ACQUISITION CORP.
|
|
|
|
(Exact
name of registrant as specified in its
charter)
|
|
Delaware
|
001-33563
|
20-5385199
|
|
|
|
(State
or Other Jurisdiction
|
(Commission
|
(IRS
Employer
|
|
of
Incorporation)
|
File
Number)
|
Identification
No.)
|
| |
|
|
|
233
East 69th Street, #6J
New
York, New York
|
|
10021
|
| |
|
|
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
(646)
290-6104
Registrant’s
Telephone Number, Including Area Code
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:
x 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 (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Items
to be Included in this Report
Item
8.01. Other Events
In
a
press release, dated August 18, 2008, and filed as Exhibit 99.1 to the
registrant’s Current Report on Form 8-K on such date, the registrant included
certain financial information in connection with its proposed business
combination with China Networks Media, Ltd. (“CN Media”), derived from the
combined carve-out financial statements for the two
television advertising operations of Kunming
Taishi Information Cartoon Co., Ltd ("Kunming") and Shanxi Yellow River and
Advertising Networks Cartoon Technology Co., Ltd ("Yellow River") for the year
ending December 31, 2007. On November 12, 2008, CN Media issued restated audited
special purpose carve-out financial statements for the years ended December
31,
2007, 2006 and 2005 to reflect the combined carve-out financial statements
for
Kunming and Yellow River and to make certain other adjustments to the prior
periods in respect of commissions paid, suspended broadcasting time and accrued
sales tax. As a result, the combined carve-out revenue for the year ended
December 31, 2007 is approximately $20.7 million (rather than the approximate
$21.0 million originally reported), with net income of approximately $13.3
million ($14.7 million originally reported). China Networks' consolidation
of
each joint venture yields revenue (100% on consolidation) of approximately
$20.7
million ($21.0 million originally reported) and net income (representing 50%
on
consolidation) of approximately $6.7 million ($7.4 million originally reported).
In
light
of the restatement of CN Media’s audited combined special purpose carve-out
financial statements, the registrant has revised the August 2008 investor
presentation originally filed by the registrant as Exhibit 99.1 to the
registrant’s Form 8-K on August 26, 2008. The registrant,
China
Networks International Holdings, Ltd. (“China Networks”), CN Media, and/or
Chardan Capital Markets, as financial advisor (“Chardan”), expect to utilize
such presentation in meetings with investors regarding the registrant’s proposed
business combination with China Networks and CN Media. The November 2008
investor presentation is attached as Exhibit 99.1 to this Form 8-K and is
incorporated by reference herein. In addition to presenting revised financial
information for CN Media, the November 2008 investor presentation also reflects
certain changes to CN Media’s management team.
Alyst
,
China
Networks and CN Media and their respective directors and executive officers,
and
Chardan and its partners and directors, may
be
deemed to be participants in the solicitation of proxies for the special meeting
of Alyst stockholders to be held to approve, among other things, the proposed
business combination with China Networks. In connection with the pending
transaction, China Networks will also file with the SEC a Registration Statement
on Form S-4. The stockholders of Alyst are urged to read the Registration
Statement and the preliminary proxy statement/prospectus, and the definitive
proxy statement/prospectus when they are available, as well as all other
relevant documents filed or to be filed with the SEC, because they will contain
important information about China Networks, Alyst and the proposed transaction.
The final proxy statement/prospectus will be mailed to stockholders of Alyst
after the Registration Statement is declared effective by the SEC.
Stockholders
will be able to obtain a copy of the definitive proxy statement/prospectus
and
any other relevant filed documents at no charge from the U.S. Securities and
Exchange Commission’s website (www.sec.gov). These documents will also be
available from Alyst at no charge, once filed with the SEC, by directing a
request to 233 East 69th Street, #6J, New York, New York 10021.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit
No.
|
|
Description
|
|
99.1
|
|
Investor
Presentation (revised as of November
2008)
|
SIGNATURE
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.
| |
ALYST
ACQUISITION CORP.
|
| |
|
| |
|
| |
|
| |
By:
/s/
Michael E. Weksel
|
|
Date:
November 14,
2008
|
Name: Michael
E. Weksel
|
| |
Title: Chief
Operating Officer
|
| |
|
Exhibit
Index
|
Exhibit
No.
|
|
Description
|
|
99.1
|
|
Investor
Presentation (revised as of
November 2008)
|