Amended Current Report Filing (8-k/a)
May 01 2017 - 5:07PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of report: May 1, 2017
Date
of earliest event reported: February 15, 2017
MERIDIAN
WASTE SOLUTIONS, INC
(Exact
name of registrant as specified in its charter)
New
York
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001-13984
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13-382215
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(State
or other jurisdiction
of incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification No.)
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One
Glenlake Parkway NE
Suite 900
Atlanta, GA 30328
(Address of Principal Executive Offices)
(Former
name or former address, if changed since last report)
(678)
871-7457
Registrant’s
telephone number, including area code
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 240.13e-4(c))
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory
Note
As previously disclosed
in the Current Report on Form 8-K filed on February 15, 2017 (the “Initial 8-K”), Meridian Waste Solutions, Inc. (the
“Company”), acquired 100% of the membership interests of The CFS Group, LLC, a Virginia limited liability company
(“
CFS Group
”), The CFS Group Disposal & Recycling Services, LLC, a Virginia limited liability company (“
CFS
Disposal
”), and RWG5, LLC, a Virginia limited liability company (“
RWG5
” and, together with CFS Group
and CFS Disposal, “
CFS
”), pursuant to that certain Membership Interest Purchase Agreement, dated February 15,
2017.
The
Initial 8-K is amended by this Current Report on Form 8-K/A to present certain financial statements of CFS and to present certain
unaudited pro forma financial information in connection with the acquisition of the membership interests in the CFS’s financial
statements and the unaudited pro forma information of the Company and its subsidiaries are filed as exhibits hereto.
Item 9.01
Financial Statements and Exhibits.
(a)
Financial Statements of Businesses Acquired
The
audited combined and consolidated balance sheets of CFS as of December 31, 2016 and December 31, 2015 and the related
combined and consolidated statements of operations, combined and consolidated statements of equity and combined
and consolidated statements of cash flows for the years then ended the notes to the combined and consolidated financial
statements and the independent auditor’s report are filed as Exhibit 99.1 to this Current Report on Form 8-K/A and are
incorporated by reference herein.
(b)
Pro
Forma Financial Information
The
unaudited pro forma combined consolidated balance sheet as of December 31, 2016 and unaudited pro forma combined consolidated
statements of operations of the Company and its subsidiaries for the years ended December 31, 2016 and 2015, giving effect to
the acquisition of CFS.
(c)
Exhibits
.
*
filed
herewith
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.
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Meridian
Waste Solution, Inc.
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Date:
May 1, 2017
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By:
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/s/
Jeffrey Cosman
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Jeffrey
Cosman
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Chief
Executive Officer
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