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:
August
11, 2010
Maine
& Maritimes Corporation
(Exact
name of registrant as specified in its charter)
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ME
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333-103749
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30-0155348
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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PO
Box 789
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04769
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(Address
of principal executive offices)
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(Zip
Code)
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207
760 2499
(Registrant's
telephone number, including area code)
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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
8.01. Other
Events.
On July
30, 2010, Maine & Maritimes Corporation, (“MAM” or the “Company”) and the
other parties in a lawsuit filed by Kevin Duplisea in the Maine Superior Court,
Aroostook County, and a lawsuit filed by Amy Johnson-Gee in the United States
District Court for the District of Maine (together, the “Actions”) entered into
a Stipulation and Agreement of Settlement (the “Stipulation”) (a copy of which
is attached hereto as Exhibit 99.1).
As
previously disclosed by the Company in a Form 8-K filed on March 12, 2010, with
the Securities and Exchange Commission (the “SEC”), the Company entered into an
Agreement and Plan of Merger with BHE Holdings Inc. and BHE Holding Sub One
Inc., dated as of March 12, 2010 (the “Merger Agreement”). On June
23, 2010, the Company filed with the SEC, and mailed to its stockholders of
record on or about July 1, 2010, a definitive proxy statement on Schedule 14A
relating to, among other things, the solicitation of proxies by the Board of
Directors of MAM in favor of a proposal to approve the Merger
Agreement.
As
previously disclosed in the definitive proxy statement under the heading
“Litigation Relating to the Merger,” on March 16, 2010, and April 16, 2010,
class action complaints were filed in the Maine Superior Court, Aroostook
County, and in the United States District Court, District of Maine,
respectively, purportedly on behalf of MAM shareholders and naming the Company,
all the members of the Board of Directors individually, and in the case of the
United States District Court complaint, BHE Holdings Inc. and BHE Holding Sub
One Inc., as defendants. These Actions alleged, among other things, that the
Company’s directors had breached their duty of disclosure in the preliminary
proxy statement filed with the SEC by the Company on April 9, 2010, and that MAM
aided and abetted such breaches.
MAM and
the other defendants and plaintiffs in both of the Actions entered into the
Stipulation setting forth a proposed framework for the settlement of the Actions
as described below. In connection with the settlement, the parties
agreed that MAM would make certain additional disclosures to its stockholders
beyond the information provided in the definitive proxy
statement. Following the completion of certain confirmatory discovery
by counsel to the plaintiffs, the parties entered into the Stipulation. The
Stipulation is subject to customary conditions, including court approval.
On August 4, 2010, the Maine Superior Court preliminarily approved the
settlement. On August 9, 2010, the Company distributed a Notice of the
Settlement to its shareholders. A final Settlement Hearing is scheduled for
September 23, 2010. If the Court gives final approval at the
September 23, 2010 Settlement Hearing, the settlement will resolve the Actions
and all of the claims that were or could have been brought in the Actions,
including all claims relating to the merger, the Merger Agreement and any
disclosure made in connection therewith. In addition, in connection with
the settlement, the parties contemplate that plaintiffs’ counsel will petition
the Court for an award of attorneys’ fees and expenses not to exceed
$400,000.
The
litigation costs for the Actions, comprised of any attorneys’ fees awarded to
the plaintiffs’ counsel by the Court and the costs incurred by MAM to defend the
lawsuit described above, will be paid by MAM. The settlement will not
change any of the terms of the merger or the Merger Agreement.
MAM and
the other defendants have vigorously denied, and continue to vigorously deny,
any wrongdoing or liability with respect to the facts and claims asserted, or
which could have been asserted, in the lawsuits described above, including that
they have committed any violations of law or breaches of fiduciary duty, that
they have acted improperly in any way, or that they have any liability or owe
any damages of any kind to the plaintiffs and that any additional disclosures
are or were required under any applicable rule, statute, regulation or law. The
settlement is not, and should not be construed as, an admission of wrongdoing or
liability by any defendant. However, to avoid the risk of delaying or
otherwise imperiling the merger, and to provide additional information to MAM
stockholders at a time and in a manner that would not cause any delay of the
merger, MAM and its directors agreed to the settlement described above. The
parties considered it desirable that the action be settled to avoid the
substantial burden, expense, risk, inconvenience and distraction of continued
litigation and to fully and finally resolve the matter.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits.
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Exhibit
Number
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Description
of Exhibit
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Stipulation
and Agreement of Settlement, dated as of July 30,
2010
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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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Dated:
August 11, 2010
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MAINE
& MARITIMES CORPORATION
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By: /s/ Brent M.
Boyles
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Brent
M. Boyles
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President
and CEO
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