UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

^{______________}

FORM 8-K

^{______________}

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

~~THE~~ SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 6, 2009 (December 2231, 2008)

RENAISSANCE ACQUISITION CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware	~~001-33258~~	20001-~~4720414~~33258	20-4720414
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or Other Jurisdiction of Incorporation)		(Commission File Number)	(I.R.S. Employer Identification No.)

50 East Sample Road, Suite 400, Pompano Beach, Florida		33064
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (954) 784-3031

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name of 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):

[X]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_X]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 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 240.13e-4(c))

Item 1.01. Entry into a Material ~~Definite~~Definitive Agreement.

Renaissance Acquisition Corp. (“Renaissance”) previously entered into an Agreement and Plan of Merger (“Agreement and Plan of Merger” or “Agreement”) by and among Renaissance, FCI Merger Sub I, Inc. (“Merger Sub I”), FCI Merger Sub II, LLC (“Merger Sub II”, and, together with the Merger Sub I, collectively, the “Merger Subs”), First Communications, Inc. (the “Company” or “First Communications”), and The Gores Group LLC, solely in its capacity as the exclusive representative of the stockholders of the Company (“Stockholders’ Representative”). Pursuant to the Agreement, Merger Sub I will merge with and into First Communications, with First Communications continuing as the surviving corporation (“Merger I”) and First Communications will immediately thereafter merge with and into Merger Sub II, with Merger Sub II continuing as the surviving limited liability company (“Merger II”, and, together with Merger I, collectively, the “Merger”).General

Renaissance, Acquisition Corp. (“Renaissance”) previously entered into an Agreement and Plan of Merger ~~Subs~~dated as of September 13, 2008, as amended on December 22, 2008 (collectively, the ~~Company~~“Agreement and ~~the~~Plan ~~Stockholders’~~of ~~Representative~~Merger” ~~entered~~or ~~into~~“Agreement”) ~~Amendment~~by Noand among Renaissance, FCI Merger Sub I, Inc. 1(“Merger toSub ~~Agreement~~I”), FCI Merger Sub II, LLC (“Merger Sub II”, and, ~~Plan~~together ofwith the Merger Sub I, collectively, the “Merger Subs”), First Communications, Inc. (“First Communications”) and The Gores Group LLC, solely in its capacity as the exclusive representative of the stockholders of First Communications (“~~Amendment~~Stockholders’ Representative”). Pursuant onto ~~December~~the 22Agreement, ~~2008~~Merger Sub I will merge with and into First Communications, ~~that~~with ~~included~~First Communications continuing as the ~~following~~surviving ~~modifications~~corporation (~~capitalized~~“Merger ~~terms~~I”) ~~used~~and ~~but~~First ~~not~~Communications ~~defined~~will inimmediately ~~this~~thereafter ~~report~~merge ~~have~~with and into Merger Sub II, with Merger Sub II continuing as the ~~meanings~~ ~~given~~surviving tolimited ~~them~~liability incompany (“Merger II,” and, together with Merger I, collectively, the ~~Amendment~~“Merger”):.

•Renaissance, the Merger Subs, First Communications and the Stockholders’ Representative entered into Amendment No. 2 to Agreement and Plan of Merger (the “Second Amendment”) on December 31, 2008, which provided that Renaissance would file with the Securities and Exchange Commission (the “SEC”) a proxy statement in connection with the special meeting of Renaissance’s stockholders to vote upon the Merger and, with respect to the Renaissance common stock being issued to the existing First Communications stockholders in the Merger, a registration statement for the resale of such securities after the closing of the Merger and use their best efforts to have such document become effective within 12 months of closing of the Merger. Previously, Renaissance had agreed to file a Registration Statement on Form S-4 in connection with the Merger and the closing of the Merger was conditioned upon the effectiveness of that registration statement.

~~First~~The ~~Communications~~foregoing ~~stockholders~~description ~~have~~of ~~agreed~~the toSecond ~~reduce~~Amendment ~~their~~does ~~upfront~~not ~~consideration~~purport byto ~~4.0~~be ~~million~~complete ~~shares~~ and ~~will~~is ~~now~~qualified ~~receive~~in ~~approximately~~its ~~14.46~~entirety ~~million~~by ~~shares~~reference ofto ~~Renaissance~~the ~~common~~complete ~~stock~~text atof ~~closing, versus 18.46 million shares prior to~~ the Second Amendment. ~~The~~dated ~~4.0~~December ~~million~~31, ~~shares~~2008, ofattached ~~Renaissance~~hereto ~~will~~as beExhibit ~~deferred~~2.1 and ~~only~~incorporated ~~released~~herein ~~upon~~by ~~satisfaction of the EBITDA Condition (described below)~~reference.

•Item 7.01. Regulation FD Disclosure

~~Renaissance’s~~Beginning ~~sponsor,~~on ~~RAC~~January ~~Partners~~6, ~~LLC~~2009, ~~has~~Renaissance ~~also~~intends ~~agreed~~to meet with investors to ~~reduce~~discuss the ~~number~~Merger ofand ~~shares~~the ofMerger ~~stock~~Agreement, ~~that~~as ~~would~~amended ~~otherwise~~to bedate. A ~~released~~copy ~~from~~of ~~escrow~~the ~~one~~presentation ~~year~~to ~~after~~be ~~consummation~~used ofat the ~~transaction~~meetings byis ~~more~~furnished ~~than~~as ~~half~~Exhibit by99.1 ~~agreeing~~ to ~~retain~~this 2report.0 This ~~million~~information ~~shares~~shall not be deemed “filed” for the purposes of ~~Renaissance~~Section ~~common~~18 ~~stock~~of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference in ~~escrow~~any ~~until~~filing under the ~~achievement~~Securities Act of ~~the~~1933, ~~EBITDA~~as ~~Condition~~amended.

•Item 8.01. Other Events

InSee ~~both cases, if~~ the ~~EBITDA~~information ~~Condition~~in isItem ~~not met, the shares shall be cancelled~~1.01.

•Item 9.01. Financial Statements and Exhibits

The EBITDA Condition shall now be deemed met if for any fiscal quarter from September 13, 2008 through December 31, 2011, the surviving company has an annualized adjusted EBITDA equal to or greater than $50 million.

(d)	Exhibits:

	Exhibit 2.1	Amendment No. 2 to the Agreement and Plan of Merger dated as of December 31, 2008, among Renaissance Acquisition Corp., FCI Merger Sub I, Inc., FCI Merger Sub II, LLC, First Communications, Inc. and the Stockholders’ Representative named therein.

	Exhibit 99.1	Investor Presentation dated January 6, 2009.

~~The~~Cautionary ~~foregoing~~Statements ~~description~~Regarding ofForward-Looking the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment dated December 22, 2008, attached hereto as Exhibit 2.1 and incorporated herein by reference.Statements

~~Item~~Certain 8statements in this communication regarding the proposed merger between Renaissance and First Communications (which may be identified by the use of the words “may,” “intend,” “expect” and like words) are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995.01 A number of important factors could cause actual results or events to differ materially from those indicated by such forward-looking statements, including the parties ability to consummate the merger; the conditions to the completion of the merger; the receipt of stockholder approval; the regulatory approvals and effectiveness of the proxy statement required for the completion of the merger may not be obtained on the terms expected or on the anticipated schedule; the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the merger; the completion of the merger may be more difficult, time-consuming or costly than expected; and operating costs, customer loss and business disruption may be greater than expected following the announcement of the merger. ~~Other~~Renaissance ~~Events~~and First Communications caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Renaissance and First Communications do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in their expectations or any change in events, conditions or circumstance on which any such statement is based, except as required by law.

OnWhere ~~December 22, 2008, Renaissance issued a press release, a copy of which is furnished as Exhibit 99.1~~ to ~~this~~Find ~~Form~~Additional 8-K, announcing the execution of the Amendment and announcing that its board of directors has set a record date of December 24, 2008 for a special meeting of its stockholders to consider and vote upon Renaissance’s proposed merger. Stockholders as of the close of business on December 24, 2008 will be entitled to vote at the special meeting or any postponements or adjournments of the special meeting. Information

~~Item~~Stockholders 9of Renaissance and other interested persons are advised to read Renaissance’s preliminary proxy statement, and when available, definitive proxy statement, in connection with Renaissance’s solicitation of proxies for the special meeting, because these proxy statements will contain important information.01 ~~Financial~~Such ~~Statements~~persons can also read Renaissance’s final prospectus, dated January 29, 2007, for a description of the security holdings of the Renaissance officers and ~~Exhibits~~directors and their respective interests in the successful consummation of this business combination. The definitive proxy statement will be mailed to stockholders as of the record date of December 24, 2008 for voting on the merger. Stockholders will also be able to obtain a copy of the definitive proxy statement, without charge, by directing a request to: Renaissance Acquisition Corp., 50 East Sample Road, Suite 400, Pompano Beach, Florida 33064. The preliminary proxy statement and the definitive proxy statement, once available, can also be obtained, without cost, at the SEC’s internet site (http://www.sec.gov).

(d)		Exhibit 2.1		Amendment No. 1 to the Agreement and Plan of Merger by and among Renaissance, FCI Merger Sub I, Inc., FCI Merger Sub II, LLC, First Communications and The Gores Group LLC, dated December 22, 2008.
		Exhibit 99.1		Press Release dated December 22, 2008.

SIGNATURE

~~Cautionary~~Pursuant ~~Statements~~to ~~Regarding~~the ~~Forward-Looking~~requirements ~~Statements~~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.

~~Certain~~Dated: January ~~statements in this communication regarding the proposed merger between Renaissance and First Communications (which may be identified by the use of the words “may~~6,” ~~“intend,”~~2009 RENAISSANCE ~~“expect”~~ACQUISITION ~~and like words) are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995~~CORP. A number of important factors could cause actual results or events to differ materially from those indicated by such forward-looking statements, including the parties ability to consummate the merger; the conditions to the completion of the merger; the receipt of stockholder approval; the regulatory approvals and effectiveness of the registration statement required for the completion of the merger may not be obtained on the terms expected or on the anticipated schedule; the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the merger; the completion of the merger may be more difficult, time-consuming or costly than expected; and operating costs, customer loss and business disruption may be greater than expected following the announcement of the merger. Renaissance and First Communications caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Renaissance and First Communications do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in their expectations or any change in events, conditions or circumstance on which any such statement is based, except as required by law.

~~Where~~By: /s/ toBarry ~~Find~~W. ~~Additional Information~~Florescue

Stockholders of Renaissance and other interested persons are advised to read Renaissance’s registration statement, containing a preliminary proxy statement/prospectus, and when available, final registration statement, containing a definitive proxy statement/prospectus, in connection with Renaissance’s solicitation of proxies for the special meeting, because these proxy statements/prospectuses will contain important information. Such persons can also read Renaissance’s final prospectus, dated January 29, 2007, for a description of the security holdings of the Renaissance officers and directors and their respective interests in the successful consummation of this business combination. The definitive proxy statement/prospectus will be mailed to stockholders as of a record date to be established for voting on the merger. Stockholders will also be able to obtain a copy of the definitive proxy statement/prospectus, without charge, by directing a request toName: ~~Renaissance~~ ~~Acquisition~~Barry ~~Corp~~W., 50 East Sample Road, Suite 400, Pompano Beach, Florida 33064. The registration statement containing the preliminary proxy statement/prospectus and the definitive proxy statement/prospectus, once available, can also be obtained, without cost, at the Securities and Exchange Commission’s internet site (http://www.sec.gov). Florescue

~~SIGNATURE~~Title: Chief Executive Officer

~~Pursuant~~EXHIBIT ~~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.~~INDEX

Dated:

Exhibit Number		Description

2.1		Amendment No. 2 to the Agreement and Plan of Merger dated as of December 31, 2008, among Renaissance Acquisition Corp., FCI Merger Sub I, Inc., FCI Merger Sub II, LLC, First Communications, Inc. and the Stockholders’ Representative named therein.

99.1		Investor Presentation dated January 6, 2009

December 22, 2008

RENAISSANCE ACQUISITION CORP.

By:

/s/ Barry W. Florescue

Name: Barry W. Florescue

Title: Chief Executive Officer

EXHIBIT INDEX

Exhibit Number		Description
2.1		Amendment No. 1 to the Agreement and Plan of Merger by and among Renaissance Acquisition Corp., FCI Merger Sub I, Inc., FCI Merger Sub II, LLC, First Communications, Inc., and The Gores Group LLC dated December 22, 2008.
99.1		Joint Press Release of First Communications, Inc. and Renaissance Acquisition Corp. dated December 22, 2008.

Filing Compare · Renaissance Acquisition Corp.