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): February 10, 2009
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ALYST
ACQUISITION CORP.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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001-33563
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20-5385199
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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233
East 69th Street, #6J
New
York, New York
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10021
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(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:
¨ 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
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing
Alyst Acquisiton Corp. (“Alyst”) issued
a press release on February 13, 2009, confirming pursuant to Section 402 of the
NYSE Alternext US Company Guide that it received a letter, dated February 10,
2009 (the “Letter”) from the Alternext indicating that Alyst has not met one of
the Exchange’s continued listing standards due to the fact that Alyst did not
hold an annual meeting of stockholders in 2008. Under Section 704 of
the Company Guide, a company is required as part its continued listing
requirements to hold an annual meeting of its
stockholders. Alyst has been afforded the opportunity to submit
to the Exchange a plan of compliance by March 10, 2009, advising the Exchange of
action it has, or will, take to bring the Company into compliance with Section
704 by August 11, 2009. If Alyst does not submit a plan or if the
plan is not accepted by the Exchange, Alyst will be subject to delisting
procedures as set forth in the Company Guide. Alyst has been informed
by the Exchange that a similar letter was sent to all of its listed companies,
including SPACs like Alyst, that did not hold an annual meeting in 2008. On
February 12, 2009, Alyst confirmed to the Exchange that it had received the
Letter and that it intends to submit a plan of compliance by March 10,
2009.
The full text of the press release is
attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Alyst filed with the SEC a preliminary
proxy statement/prospectus on January 30, 2009, relating to a special meeting of
stockholders to approve its proposed business combination with China Networks
Media, Ltd. (“CN Media”). Also on such date, its wholly-owned British
Virgin Islands subsidiary,
China Networks International Holdings Ltd. (“CN Holdings”), filed with
the SEC a registration statement on Form S-4 in connection with the proposed
transaction. Alyst, CN Holdings and CN Media and their respective
directors and executive officers, and Chardan Capital Markets LLC 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 CN Media. The stockholders of Alyst are urged to
read the Registration Statement and the preliminary proxy statement/prospectus,
and when available the definitive proxy statement/prospectus, as well as all
other relevant documents filed or to be filed with the SEC, because they will
contain important information about CN Holdings, CN Media, 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.
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Exhibit
No.
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Description
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99.1
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Press
Release, dated February 13, 2009
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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.
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ALYST
ACQUISITION CORP.
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By: /s/ Michael E. Weksel
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Date: February
13, 2009
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Name: Michael
E. Weksel
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Title: Chief
Financial Officer
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Exhibit
Index
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Exhibit
No.
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Description
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99.1
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Press
Release, dated February 13, 2009
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