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):   June 27, 2013

CAPITOL ACQUISITION CORP. II
(Exact Name of Registrant as Specified in Charter)

Delaware
 
001-35898
 
27-4749725
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

509 7 th Street, N.W.
Washington, D.C.
 
 
20004
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant’s telephone number, including area code: 202-654-7060
 
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 ( see General Instruction A.2. below):
 
   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 8.01.      Other Events
 
Capitol Acquisition Corp. II (the “Company”) announced that holders of the Company’s units will be able to separately trade the shares of common stock and warrants included in such units commencing on or about July 1, 2013.  The common stock and warrants will be listed on the Nasdaq Capital Market under the symbols CLAC and CLACW, respectively.  Units not separated will continue to be listed on the Nasdaq Capital Market under the symbol CLACU.   A copy of the Company’s press release, dated June 27, 2013, announcing the foregoing is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.       Financial Statement and Exhibits.
 
(d)       Exhibits:
 
Exhibit
 
Description
     
99.1
 
Press Release dated June 27, 2013
 
 
2
 
 
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.
 
Dated: June 27, 2013
   
 
CAPITOL ACQUISITION CORP. II
 
       
 
By:
/s/ Mark D. Ein  
    Name: Mark D. Ein  
    Title: Chief Executive Officer  
 
 
3 
Exhibit 99.1

 
FOR IMMEDIATE RELEASE

CAPITOL ACQUISITION CORP. II
SECURITIES TO COMMENCE SEPARATE TRADING

Washington, D.C. , June 27, 2013 – Capitol Acquisition Corp. II (NASDAQ: CLACU) announced today that separate trading of the shares of common stock and warrants underlying the units would commence on or about July 1, 2013.  The common stock and warrants will be listed on the Nasdaq Capital Market under the symbols CLAC and CLACW, respectively.  Units not separated will continue to be listed on the Nasdaq Capital Market under the symbol CLACU.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.  The offering was made only by means of a prospectus, copies of which may be obtained by visiting the U.S. Securities and Exchange Commission website at http://www.sec.gov.  Alternatively, a copy of the prospectus relating to the offering may be obtained from Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Telephone: 1-800-831-9146, Email: batprospectusdept@citi.com or Deutsche Bank Securities Inc., 60 Wall Street, New York, NY 10005-2836, Attention: Prospectus Group, Telephone: (800) 503-4611, Email: prospectus.cpdg@db.com..

Capitol Acquisition Corp. II was formed for the purpose of acquiring through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination one or more businesses or entities. Its efforts in identifying a prospective target business will not be limited to a particular industry or geographic region.

Forward Looking Statements

This press release includes forward-looking statements that involve risks and uncertainties.  Forward looking statements are statements that are not historical facts.  Such forward-looking statements, based upon the current beliefs and expectations of the Company’s management, are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements.

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