UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
CURRENT
REPORT
Pursuant
To Section 13 Or 15(d) of The Securities Exchange Act of 1934
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Date
of report (Date of earliest event reported): July 31,
2008
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GSC
ACQUISITION COMPANY
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(Exact
name of registrant
as
specified in charter)
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DELAWARE
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001-33553
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20-5779392
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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500
Campus Drive, Suite 220 Florham Park, NJ
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(Address
of principal executive offices)
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Registrant’s
telephone number, including area code: (973)
437-1000
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Not
Applicable
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(Former
name or former address, if changed since last report)
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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 (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
x 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))
INFORMATION
TO BE INCLUDED IN THIS REPORT
Following
the filing of this report, GSC Acquisition Company (“GSCAC”) and Complete Energy
Holdings, LLC (“Complete
Energy”) will be holding presentations for certain stockholders of GSCAC
and equity and debt holders of Complete Energy, as well as other persons who
might be interested in investing in GSCAC’s securities, regarding GSCAC’s
proposed acquisition (the “Acquisition”) of Complete
Energy, as described in this Current Report on Form 8-K. Certain
information contained in this Current Report on Form 8-K and the exhibit hereto
may be distributed to participants at such presentations.
Where
To Find Additional Information
This
Current Report on Form 8-K is being made with respect to a proposed merger (the
“Merger”) and related
transactions involving GSCAC and Complete Energy. In connection with
these proposed transactions, GSCAC has filed with the Securities Exchange
Commission (“SEC”) a
preliminary proxy statement, and GSCAC intends to file with the SEC and mail a
definitive proxy statement and other relevant documents to GSCAC’s stockholders
when such materials become available. The information contained in
this Current Report on Form 8-K is not complete and may be
changed. Before making any voting or investment decisions, GSCAC’s
stockholders and other interested persons are urged to read GSCAC’s preliminary
proxy statement, and any amendments thereto, and the definitive proxy statement,
when it becomes available, in connection with GSCAC’s solicitation of proxies
for the special meeting to be held to approve the Merger and related
transactions and any other relevant documents filed with the SEC because they
will contain important information about GSCAC, Complete Energy and the proposed
transactions. The definitive proxy statement will be mailed to GSCAC
stockholders as of a record date to be established for voting on the proposed
Merger and related transactions. Stockholders and other interested
persons will also be able to obtain a copy of the preliminary proxy statement
and the definitive proxy statement when it becomes available, without charge, at
the SEC’s web site at http://www.sec.gov or by directing a request
to: GSC Acquisition Company, 500 Campus Drive, Suite 220, Florham
Park, New Jersey 07932, Facsimile: (212) 884-6184.
Participants
In The Solicitation
GSCAC and
its directors and officers may be deemed to be participants in the solicitation
of proxies to GSCAC’s stockholders in connection with the Merger. A
list of the names of those directors and officers and a description of their
interests in GSCAC is contained in GSCAC’s preliminary proxy statement, which is
filed with the SEC, and will also be contained in GSCAC’s definitive proxy
statement when it becomes available. GSCAC’s stockholders may obtain
additional information about the direct and indirect interests of the
participants in the acquisition, by security holdings or otherwise, by reading
GSCAC’s preliminary proxy statement and other materials to be filed with the SEC
when such information becomes available.
Nothing in
this Current Report on Form 8-K should be construed as, or is intended to be, a
solicitation for or an offer to provide investment advisory
services.
Item
7.01 Regulation FD Disclosure
On July
31, 2008, GSC Acquisition Company (“GSCAC”) expects to make presentations with
respect to the proposed merger (the “Merger”) and related transactions involving
GSCAC and Complete Energy. Attached as Exhibit 99.1 to this Current
Report on Form 8-K and incorporated into this Item 7.01 by reference is the form
of investors’ presentation to be used by GSCAC in the
presentations.
The
information in this report (including Exhibit 99.1) is being furnished pursuant
to Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of
the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or
otherwise be subject to the liabilities of that section, nor shall it be deemed
to be incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act.
Item
8.01 Other Events
See
Item 7.01
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
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99.1
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Investors’
Presentation dated July 31, 2008
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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.
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GSC
Acquisition Company
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Date:
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July
31, 2008
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By:
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/s/
Matthew C. Kaufman
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Name:
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Matthew
C. Kaufman
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Title:
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President
and Director
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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EX-99.1
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Investors’
Presentation dated July 31, 2008
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