Securities and Exchange Commission Declares Rhapsody Acquisition Corp. Form S-4 Registration Statement Effective
New York, NY, July 10, 2008 - Rhapsody Acquisition Corp. (OTCBB: RPSD; RPSDW; RPSDU) ("Rhapsody"), a public company organized for the purpose of acquiring an operating business, announced today that the U.S. Securities and Exchange Commission has declared effective the Form S-4 registration statement regarding Rhapsody's proposed merger with Primoris Corporation ("Primoris"). Stockholders of record as of July 3, 2008 are invited to attend Rhapsody's Special Meeting of Stockholders to vote on, or submit a proxy to vote on, among other matters, a proposal to approve the Agreement and Plan of Merger, dated as of February 19, 2008 and amended on May 15, 2008, among Rhapsody, Primoris and certain of the stockholders of Primoris, which, among other things, provides for the merger of Primoris into Rhapsody. The Special Meeting of Stockholders will take place on Thursday, July 31, 2008 at 10:00 am Eastern Time at the offices of Graubard Miller, Rhapsody's counsel, at The Chrysler Building, 405 Lexington Avenue, 19th Floor, New York, NY. The full meeting agenda will be detailed in the definitive proxy statement/prospectus, which is expected to be mailed to all Rhapsody stockholders of record on or about Friday, July 11, 2008.
About Primoris Corporation
Headquartered in Lake Forest, California, Primoris is a holding company of various subsidiaries which cumulatively form one of the largest specialty contractors and engineering companies in the Western United States primarily serving the growing power and energy sectors. Primoris provides a wide range of construction, fabrication, maintenance and replacement services, as well as engineering services to major public utilities, petrochemical companies, energy companies, municipalities and other customers.
About Rhapsody Acquisition Corp.
Rhapsody was incorporated in Delaware on April 24, 2006 as a blank check company whose objective is to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business. Rhapsody's initial public offering was declared effective October 3, 2006 and was consummated on October 10, 2007, receiving net proceeds of $38.8 million through the sale of 5.2 million units at $8.00 per unit. Each unit was comprised of one share of Rhapsody common stock and one warrant with an exercise price of $5.00. As of June 30, 2008, Rhapsody held approximately $41.2 million in a trust account maintained by an independent trustee, which will be released upon the consummation of the merger.
This press release is not a proxy statement or a solicitation of proxies from the holders of common stock of Rhapsody and does not constitute an offer of any securities of Rhapsody for sale. IN CONNECTION WITH THE PROPOSED MERGER, RHAPSODY HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ, A REGISTRATION STATEMENT THAT CONTAINS A DEFINITIVE PROXY STATEMENT/PROSPECTUS. INVESTORS AND SECURITY HOLDERS ARE ALSO ADVISED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS THAT WILL BE MAILED TO ALL STOCKHOLDERS OF RECORD BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT RHAPSODY AND PRIMORIS. Any solicitation of proxies will be made only by Rhapsody's definitive proxy statement/prospectus. Investors and security holders may obtain a free copy of the definitive proxy statement/prospectus and other documents filed by Rhapsody at the Securities and Exchange Commission's web site at www.sec.gov.
Rhapsody Acquisition Corp.
Eric S. Rosenfeld, Chairman & CEO
The Equity Group Inc.
Devin Sullivan, Senior Vice President