Summary
American Express Company (AXP) has filed an 8-K report detailing the completion of its acquisition of Harbor Payments, Inc. (Harbor) via a merger. The transaction, initially agreed upon on November 30, 2006, closed on December 31, 2006. As part of the merger, former Harbor stockholders received unregistered common shares of American Express. To facilitate the resale of these shares, American Express intends to file a prospectus supplement with the SEC on January 3, 2007. This filing will register the resale of up to 1,892,228 of these "Merger Shares" by the selling shareholders. The company has also provided a legal opinion regarding the legality of these shares, which will be incorporated into the company's automatic shelf registration statement.
Key Highlights
- 1Completion of the acquisition of Harbor Payments, Inc. through a merger.
- 2The merger agreement was entered into on November 30, 2006, and the transaction closed on December 31, 2006.
- 3Former Harbor stockholders received unregistered common shares of American Express as consideration for the acquisition.
- 4American Express will file a prospectus supplement on January 3, 2007, to register the resale of up to 1,892,228 "Merger Shares" by selling shareholders.
- 5The resale registration is being filed under the company's existing automatic shelf registration statement on Form S-3.
- 6A legal opinion concerning the legality of the Merger Shares is attached as an exhibit and will be incorporated into the registration statement.