-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FRp18I2tClCvT1ZkFSxVRiZGbcNUtN7J4PKO6B3bKTMwpKmUd0dTmtiIkH8Mxnmi WiTKhqHzZfMSnv7v9/MsrQ== 0001104659-08-031680.txt : 20080509 0001104659-08-031680.hdr.sgml : 20080509 20080509115339 ACCESSION NUMBER: 0001104659-08-031680 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080505 ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant FILED AS OF DATE: 20080509 DATE AS OF CHANGE: 20080509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Granahan McCourt Acquisition CORP CENTRAL INDEX KEY: 0001369639 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 020761911 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33075 FILM NUMBER: 08816870 BUSINESS ADDRESS: STREET 1: 179 STONY BROOK ROAD CITY: HOPEWELL STATE: NJ ZIP: 08525 BUSINESS PHONE: 609-333-1200 MAIL ADDRESS: STREET 1: 179 STONY BROOK ROAD CITY: HOPEWELL STATE: NJ ZIP: 08525 8-K 1 a08-14033_18k.htm 8-K




Washington, D.C. 20549




Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934


May 9, 2008/May 5, 2008

(Date of Report/Date of Earliest Event Reported)



(Exact name of registrant as specified in its charter)







(State or other jurisdiction of incorporation)


(Commission File Number)


(I.R.S Employer Identification No.)


179 Stony Brook Road
Hopewell, NJ  08525

(Address of principal executive offices)


Registrant’s telephone number, including area code:  (609) 333-1200


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 2.03  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.


On May 5, 2008 David C. McCourt made an interest-free loan of $500,000 to Granahan McCourt Acquisition Corporation (the “Company”).  In connection with the loan the Company and Mr. McCourt executed a demand note (the “Demand Note”) pursuant to which the Company unconditionally promised to pay the principal sum of $500,000 in cash to Mr. McCourt on the earliest of (a) one business day following Mr. McCourt’s written demand to the Company for such payment, (b) consummation of a business combination and (c) liquidation of the Company trust fund pursuant to the Company’s fourth amended and restated certificate of incorporation.


If the Company defaults under the Demand Note, Mr. McCourt may declare all amounts due under the Demand Note due and payable.  The following events constitute an event of default under the Demand Note: (i) a default by the Company in the payment of the principal when due and payable if such default is not cured by the Company within two days after Mr. McCourt has given the Company written notice of such default; (ii) the institution by the Company of or the consent by the Company to bankruptcy or similar proceedings; and (iii) if, within thirty days after the commencement of an action against Borrower seeking any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar relief, such action shall not have been resolved in favor of the Company or all orders or proceedings affecting the operations of the Company stayed, or if the stay of any such order or proceeding shall thereafter be set aside, or if, within thirty days after the appointment without the consent of the Company of any trustee, receiver or liquidator of the Company or of all or any substantial part of its properties, such appointment shall not have been vacated; provided that the adoption of a plan of dissolution and distribution and its implementation by the Company’s board of directors that is approved by its stockholders due to the failure of the Company to complete a business combination shall not in any instance be deemed an event of default.


Under the Demand Note, Mr. McCourt irrevocably waives any claim to funds in the trust fund or distributed from the trust fund, other than in a business combination distribution.





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, thereunto duly authorized.



Granahan McCourt Acquisition Corporation





Date: May 9, 2008


/s/ David C. McCourt



David C. McCourt



President, Chief Executive Officer and



Chairman of the Board