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): December 19, 2006

Millstream II Acquisition Corporation

Delaware		000-51065		20-1665695
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)
435 Devon Park Drive, Building 400 Wayne, PA				19087
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (610) 293-2511

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)

x Soliciting material pursuant to Rule 14a-12 under the Securities 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))

 

 

STOCKHOLDERS OF MILLSTREAM II AND OTHER INTERESTED PERSONS ARE ADVISED TO READ MILLSTREAM II’S DEFINITIVE PROXY STATEMENT DATED DECEMBER 8, 2006 IN CONNECTION WITH MILLSTREAM II’S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING BECAUSE THIS PROXY STATEMENT WILL CONTAIN IMPORTANT INFORMATION. SUCH PERSONS CAN ALSO READ MILLSTREAM II’S FINAL PROSPECTUS, DATED DECEMBER 17, 2004, FOR A DESCRIPTION OF THE SECURITY HOLDINGS OF THE MILLSTREAM II OFFICERS AND DIRECTORS AND OF EARLYBIRDCAPITAL, INC., THE MANAGING UNDERWRITER OF MILLSTREAM II’S INITIAL PUBLIC OFFERING, AND THEIR RESPECTIVE INTERESTS IN THE SUCCESSFUL CONSUMMATION OF THIS BUSINESS COMBINATION. THE DEFINITIVE PROXY STATEMENT WAS MAILED TO STOCKHOLDERS ON OR ABOUT DECEMBER 8, 2006 TO THE STOCKHOLDERS OF RECORD AS OF NOVEMBER 27, 2006, THE RECORD DATE ESTABLISHED FOR VOTING ON THE MERGER. STOCKHOLDERS CAN ALSO OBTAIN A COPY OF THE DEFINITIVE PROXY STATEMENT, WITHOUT CHARGE, BY DIRECTING A REQUEST TO: MILLSTREAM II ACQUISITION CORPORATION, 435 DEVON PARK DRIVE, BUILDING 400, WAYNE, PENNSYLVANIA 19087. THE DEFINITIVE PROXY STATEMENT AND THE FINAL PROSPECTUS CAN ALSO BE OBTAINED, WITHOUT CHARGE, AT THE SECURITIES AND EXCHANGE COMMISSION’S INTERNET SITE (HTTP://WWW.SEC.GOV).

Item 8.01 Other Events

On December 19, 2006, Millstream II Acquisition Corporation issued a press release reporting that it has been served with a complaint filed in the Court of Chancery of the State of Delaware in and for New Castle County seeking to enjoin Millstream II from holding the special meeting of stockholders currently scheduled for Thursday, December 21, 2006, at 10:00 a.m. This special meeting has been called for the purpose of considering the approval of Millstream II’s agreement to acquire Specialty Surfaces International, Inc., d/b/a Sprinturf.

A copy of the press release is attached hereto as Exhibit 99.1

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibt No.		Exhibit Description
99.1		Press Release dated December 19, 2006.

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.