Amended Current Report Filing (8-k/a)
July 06 2017 - 06:14AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported):
April 20, 2017
FTE
NETWORKS, INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
|
000-31355
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81-0438093
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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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999
Vanderbilt Beach Rd, Suite 601
Naples,
FL
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34108
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(Address
of principal executive offices)
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(Zip
Code)
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877-878-8136
(Registrant’s
telephone number, including area code)
Not
Applicable
(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:
[ ]
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))
Introductory
Note
This
Form 8-K/A is being filed as an amendment to the Current Report on Form 8-K filed on April 25, 2017 (the “Original 8-K”)
solely for the purpose of providing the financial statements and pro forma financial information required by Regulation S-X with
respect to FTE Networks, Inc. (“FTE Networks” or the “Company”) acquisition of all the issued and outstanding
shares of common stock of Benchmark Builders, Inc. (“Benchmark”), from each of its stockholders (collectively, the
“Sellers”), pursuant to the Stock Purchase Agreement, dated as of March 9, 2017, by and among FTE Networks, Benchmark,
and the Sellers, as amended by Amendment No. 1 to Stock Purchase Agreement, dated as of April 20, 2017.
This
Form 8-K/A does not amend or modify the Original Form 8-K in any other respect and this amendment should be read in conjunction
with the Original Form 8-K. Except as set forth herein, no modifications have been made to information contained in the Original
Form 8-K, and the Company has not updated any information contained therein to reflect events that have occurred since the date
of the Original Form 8-K.
Item
9.01. Financial Statements and Exhibits
(a)
Financial Statements of Businesses Acquired
The
historical financial statements of Benchmark for the years ended December 31, 2016 and 2015, including the notes to such financial
statements and the report of the independent auditor thereon are attached as Exhibit 99.1 hereto and incorporated herein by reference.
(b)
Pro-Forma Financial Information
Unaudited
pro forma condensed combined financial statements for the year ended December 31, 2016 and the notes related thereto, which reflect
the acquisition of Benchmark, are attached as Exhibit 99.2 hereto and incorporated herein by reference.
(c)
List of Exhibits
EXHIBIT
NO.
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|
DESCRIPTION
|
99.1
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The
financial statements of Benchmark Builders, Inc. for the years ended December 31, 2016 and 2015
|
|
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99.2
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Unaudited
pro forma condensed combined financial statements for the year ended December 31, 2016
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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.
Date:
July 5, 2017
FTE
NETWORKS, INC.
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By:
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/s/
Michael Palleschi
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Michael
Palleschi
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Chief
Executive Officer
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EXHIBIT
INDEX
EXHIBIT
NO.
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DESCRIPTION
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99.1
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|
The
financial statements of Benchmark Builders, Inc. for the years ended December 31, 2016 and 2015
|
|
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99.2
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Unaudited
pro forma condensed combined financial statements as of December 31, 2016 and for the year ended December 31, 2016
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