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 (Date of earliest event reported) April 28, 2008
Regency Affiliates, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-7949 72-0888772
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
610 N.E. Jensen Beach, Florida 34957
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (772) 334-8181
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(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:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| 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 240.13a-4(c))
ITEM 8.01. OTHER EVENTS.
The parties to the putative class action filed in the Court of Chancery of the
State of Delaware and captioned Edward E. Gatz, et al. v. William R. Ponsoldt,
Sr., et al., C.A. No. 174-CC, have executed a memorandum of understanding (the
"MOU") reflecting an agreement in principle to settle that class action. If the
settlement is consummated, Regency will pay $3,000,000 plus interest (as
provided in the MOU) to the plaintiff class. The plaintiff class is defined in
the MOU as all record and beneficial owners of Regency common stock on October
17, 2002, including any and all of their respective successors in interest,
predecessors, representatives, trustees, executors, administrators, heirs,
immediate and remote, and any person or entity acting for or on behalf of, or
claiming under any of them, and each of them. The plaintiff class does not
include the defendants, members of their families, affiliates of the defendants,
and those individuals or entities who solely held securities convertible into
Regency common stock or options to purchase Regency common stock. Regency will
make that payment pursuant to its obligation to indemnify the defendants who are
former directors of Regency. The MOU provides that Regency will undertake an
appropriate process to determine if indemnification of its former directors is
appropriate under Delaware law. The MOU expressly provides that the defendants
admit no wrongdoing but have agreed to the MOU to eliminate the uncertainty,
distraction, burden and expense of further litigation. The settlement will not
occur if Regency determines that no such indemnification is appropriate or the
Court of Chancery refuses to approve the settlement. There can be no assurance
that the settlement will occur.
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.
REGENCY AFFILIATES, INC.
By: /s/ Laurence S. Levy
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Name: Laurence S. Levy
Title: President
Date: May 2, 2008