e8vk
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
Date of Report (Date of earliest event reported): December 16, 2009
BearingPoint, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
(State or other jurisdiction
of incorporation)
|
|
001-31451
(Commission File Number)
|
|
22-3680505
(IRS Employer
Identification No.) |
100 Crescent Court, Suite 700
Dallas, TX 75201
(Address of principal executive offices)
Registrants telephone number, including area code (214) 459-2770
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 1.03 Bankruptcy or Receivership
As previously disclosed, on February 18, 2009 (the Commencement Date), BearingPoint, Inc. (the
"Company) and certain of its domestic U.S. subsidiaries (collectively, the Debtors) filed
voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the
"Bankruptcy Code) in the United States Bankruptcy Court for the Southern District of New York (the
"Bankruptcy Court) (Case No. 09-10691). Since the Commencement Date, the Company has completed
the sales of substantially all of its businesses and assets to a number of parties and is pursuing
sales of its remaining businesses and assets. As a result, the Company filed the Second Amended
Joint Plan Under Chapter 11 of the Bankruptcy Code, which was subsequently modified by the Modified
Second Amended Joint Plan Under Chapter 11 of the Bankruptcy
Code, dated December 17, 2009 (the
"Plan), and a proposed disclosure statement related to the Plan (the Disclosure
Statement) with the Bankruptcy Court on October 5, 2009. On November 4, 2009, the Bankruptcy
Court approved the Disclosure Statement.
On December 22, 2009, the Bankruptcy Court entered an order (the Confirmation Order) confirming
the Plan. The Company anticipates that the effective date of the Plan will be on or about December
29, 2009 (the Effective Date). A copy of the Plan as confirmed by the Bankruptcy Court and the
Confirmation Order are attached hereto as Exhibits 2.1 and 99.1, respectively, and are incorporated
herein by reference.
Summary of the Plan
The following is a summary of the material terms of the Plan, as confirmed by the Bankruptcy Court.
This summary is qualified in its entirety by reference to the Plan. Capitalized terms used but
not defined herein shall have the meanings set forth in the Plan.
The Plan is a liquidating plan. The Plan provides, among other things, that (i) all, or
substantially all, of the Debtors assets will be transferred to a liquidating trust (the
"Liquidating Trust) for the benefit of the Debtors creditors, (ii) the holders of certain
unsecured claims will receive beneficial interests (the Beneficial Interests) in the Liquidating
Trust that will entitle such holders to receive distributions from the Liquidating Trust and (iii)
all existing equity interests in the Company will be terminated and holders of equity
interests will receive no distribution under the Plan.
Assets of the Debtors estates will be reduced to cash and distributed by the Liquidating Trust.
Other than Administrative Expense Claims, Professional Compensation and Reimbursement Claims,
Claims of the Debtors current and former employees on account of their paid time off, and
Priority Tax Claims (collectively, the Unclassified Claims), the claims and interests in the
Company are divided into nine classes. The Plan provides for payment in full of the Unclassified
Claims, and of Allowed Claims in Priority Non-Tax Claims (Class 1), Secured Tax Claims (Class 2)
and Other Secured Claims (Class 3) and the distribution of Benenficial Interests to holders of
Series C Noteholder Claims (Class 4(a)), FFL Noteholder Claims (Class 4(b)), Junior Noteholder
Claims (Class 5) and General Unsecured Claims (Class 6). The Beneficial Interests will entitle
holders thereof to receive their pro rata share of distributions from the Liquidating Trust and
will enforce the contractual subordination between the Series C Noteholder Claims and the FFL
Noteholder Claims, on the one hand, and the Junior Noteholder Claims. Holders of Other
Subordinated Claims (Class 7) will not receive any distribution under the Plan. Holders of Equity
Interests (Class 8) will not be entitled to, and shall not receive or retain, any property or
interest in property under the Plan.
Immediately prior to the confirmation of the Plan, the Company had approximately 4,416,987 issued
and outstanding shares of common stock, par value $0.01 per share (Common Stock). All Equity
Interests of the Company (including all outstanding shares of Common Stock, preferred stock
purchase rights, options, warrants or contractual or other rights to acquire any equity interests)
will be cancelled and extinguished on the Effective Date.
2
Information regarding the assets and liabilities of the Company is included in the Monthly
Operating Report for the month ended October 31, 2009, which is attached as Exhibit 99.1 to the
Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on December
3, 2009 and incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders
Pursuant to the Plan, all Equity Interests of the Company (including all outstanding shares of
Common Stock, options, warrants or contractual or other rights to acquire any equity interests)
will be cancelled and extinguished on the Effective Date.
In addition, the Company intends to file a Form 15 with the Securities and Exchange Commission to
terminate the registration of its Common Stock and its Series A Junior Participating Preferred
Stock Purchase Rights. The Companys reporting obligations under the
Securities Exchange Act of 1934 will subsequently be suspended.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On December 16, 2009, in conjunction with Mr. John DeGrootes anticipated appointment as the
Trustee of the Liquidating Trust effective as of the Effective Date of the Plan, the Board of
Directors of the Company terminated Mr. DeGroote as President, Chief Legal Officer and
Secretary of the Company, effective as of the Effective Date.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
|
|
EXHIBIT |
|
|
NUMBER |
|
DESCRIPTION |
|
|
|
2.1
|
|
Second Amended Joint Plan of BearingPoint, Inc. and its
Subsidiaries under Chapter 11 of the Bankruptcy Code, as confirmed
by the Bankruptcy Court on December 22, 2009. |
|
|
|
99.1
|
|
Confirmation Order. |
3
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.
|
|
|
|
|
Date: December 22, 2009 |
BearingPoint, Inc.
|
|
|
By: |
/s/ John DeGroote
|
|
|
|
John DeGroote |
|
|
|
President |
|
|
4