Unassociated Document
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): March 8, 2007
General
Finance Corporation
(Exact
Name of Registrant as Specified in its Charter)
Delaware
(State
or
Other Jurisdiction of Incorporation)
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000-32845
(Commission
File Number)
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32-0163571
(I.R.S.
Employer Identification No.)
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260
South Los Robles, Suite 217
Pasadena,
California
(Address
of Principal Executive Offices)
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91101
(Zip
Code)
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(626)
584-9722
(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 (See General Instruction A.2 below):
¨
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)
¨
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))
Item 1.01
Entry into a Material Definitive Agreement
On
March
8, 2007, General Finance Corporation (“GFC”) and the shareholders (the
“Sellers”) of RWA Holdings Pty Limited, an Australian company (“RWA”), entered
into a so-called Deed of Variation (the “Amendment”) by which they amended the
Share Sale Deed, dated September 12, 2006 (the “Acquisition Agreement”), among
GFC and the Sellers under which GFC has agreed to purchase from the Sellers
all
of the outstanding capital stock of RWA (the “Acquisition”). Under the
Amendment, GFC agrees that its previous deposits with the Sellers in the
aggregate amount of $1,005,000 are non-refundable and will be forfeited in
the
event the closing does not occur by March 29, 2007. For their part, the Sellers
refrained from exercising their previous right to terminate the Acquisition
Agreement.
The
Sellers will have a right to terminate the Acquisition Agreement and retain
GFC’s deposits if, as expected, the closing does not occur by March 29,
2007, absent a further amendment to the Acquisition Agreement. GFC currently
is
in discussions with the Sellers with respect to a possible extension of the
closing date and other changes to the terms and provisions of the proposed
Acquisition necessary and appropriate to avoid termination of the Acquisition
Agreement and loss of its deposits, and to enable GFC to complete the proposed
Acquisition. GFC has not reached any understanding or agreement with the Sellers
with respect to such an extension or other terms, and there is no assurance
that
GFC will be able to reach such an understanding or agreement prior to March
29,
2007.
Item 8.01
Other Events
On
March
13, 2007, GFC issued a press release announcing that it intends to establish
a
new record date and meeting date for the special stockholders meeting previously
scheduled for March 26, 2007 at which the General Finance stockholders were
to
consider and vote upon the proposed acquisition of RWA. A copy of GFC’s press
release is attached as Exhibit 99.1 to this Report and incorporated herein
by
reference.
Item 9.01
Financial Statement and Exhibits
The
following exhibit is contained in this report:
99.1
General Financial Press Release dated March 13, 2007.
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:
March 14, 2007
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GENERAL
FINANCE CORPORATION
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By:
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/s/
RONALD F. VALENTA
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Ronald
F. Valenta
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Chief
Executive Officer
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