Amended Current Report Filing (8-k/a)
February 19 2019 - 5:26PM
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 (Date of earliest event reported):
February 19, 2019 (January 11, 2019)
GLYECO,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Nevada
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000-30396
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45-4030261
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(State or Other Jurisdiction
of Incorporation)
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(Commission File
Number)
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(IRS Employer Identification
No.)
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P.O.
Box 387
Institute,
West Virginia
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25112
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(Address of Principal
Executive Offices)
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(Zip Code)
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Registrant’s
telephone number, including area code: (304) 400-4006
n/a
(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):
☐
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
This
amendment to the Current Report on Form 8-K (this “Form 8-K/A”) amends the Current Report on Form 8-K filed by GlyEco,
Inc. (the “Company”) on January 15, 2019 (the “Original Form 8-K”), which disclosed that on January 11,
2019, pursuant to an Asset Purchase Agreement, effective as of January 11, 2019, by and among Heritage-Crystal Clean, LLC (the
“Purchaser”), the Company and certain subsidiaries of the Company listed therein, the Company completed the sale of
its route antifreeze collection and re-distillation business to the Purchaser (the “Asset Sale”). This Form 8-K/A
is being filed to provide the required pro forma financial information required by paragraph (b) of Item 9.01 of Form 8-K.
The
Company’s unaudited pro forma consolidated financial information as of and for the nine months ended September 30, 2018
and for the year ended December 31, 2017 are attached as Exhibit 99.1 to this Form 8-K/A. As the Company did not have operations
for its industrial segment in 2016, the Company’s unaudited pro forma consolidated statement of operations for the year
ended December 31, 2016 has not been included. The Company’s unaudited pro forma consolidated financial information was
derived from the Company’s historical consolidated financial statements and give effect to the Asset Sale. The Company’s
unaudited pro forma consolidated statement of operations for the year ended December 31, 2017 reflect the Company’s results
as if the Asset Sale had occurred as of January 1, 2017. The Company’s unaudited pro forma consolidated statement of operations
for the nine months ended September 30, 2018 reflect the Company’s results as if the Asset Sale had occurred as of January
1, 2018. The Company’s unaudited pro forma consolidated balance sheet as of September 30, 2018 reflects the Company’s
financial position as if the Asset Sale had occurred on September 30, 2018.
The
Company’s unaudited pro forma consolidated financial information should be read together with the Company’s historical
consolidated financial statements and accompanying notes.
The
“Historical” column in the Company’s unaudited pro forma consolidated financial statements reflects the Company’s
historical consolidated financial statements for the periods presented and does not reflect any adjustments related to the Asset
Sale.
The
“Sale of the Consumer Segment” column in the Company’s unaudited pro forma consolidated financial information
reflects the financial results of the Company, adjusted to reflect assets and liabilities that were sold by the Company in connection
with the Asset Sale and to exclude certain general corporate overhead expenses not specifically related to the Asset Sale. Such
general corporate overhead expenses do not meet the requirements to be presented in discontinued operations, and thus will be
presented as part of the Company’s continuing operations.
The
Company’s unaudited pro forma consolidated financial information is not intended to be a complete presentation of the Company’s
financial position or results of operations had the Asset Sale occurred as of and for the periods indicated. In addition, the
Company’s unaudited pro forma consolidated financial information is provided for illustrative and informational purposes
only and is not necessarily indicative of the Company’s future results of operations or financial condition had the Asset
Sale been completed on the dates assumed. The pro forma adjustments are based on available information and assumptions that the
Company’s management believes are reasonable, that reflect the impacts of events directly attributable to the Asset Sale
and related transactions and agreements, that are factually supportable, and for purposes of the Company’s unaudited pro
forma consolidated statements of operations, are expected to have a continuing impact on the Company.
Item
9.01. Financial Statements and Exhibits.
(b)
Pro Forma Financial Information.
The
following unaudited pro forma financial information of the Company is filed as Exhibit 99.1 to this Form 8-K/A and is incorporated
herein by reference:
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Unaudited
pro forma consolidated statement of operations for the nine months ended September 30,
2018;
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Unaudited
pro forma consolidated statement of operations for the fiscal year ended December 31,
2017;
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●
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Unaudited
pro forma consolidated balance sheet at September 30, 2018; and
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●
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Notes
to unaudited pro forma consolidated financial information.
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(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Date:
February 19, 2019
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GlyEco,
Inc.
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By:
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/s/
Richard Geib
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Name:
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Richard Geib
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Title:
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Chief Executive Officer
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GlyEco (CE) (USOTC:GLYE)
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