Ballantyne OF Omaha Inc - Amended Current report filing (8-K/A)
December 20 2007 - 5:09PM
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):
December 10, 2007
BALLANTYNE
OF OMAHA, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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1-13906
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47-0587703
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(State or other jurisdiction of
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(Commission
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(IRS Employer
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incorporation or organization)
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File No.)
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Identification Number)
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4350 McKinley Street
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68112
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Omaha,
Nebraska
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(Zip Code)
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(Address of principal executive offices)
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(Registrants telephone number including
area code)
(402) 453-4444
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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 (see General Instruction A.2.
below) :
o
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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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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o
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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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Form 8-K/A
Item 2.01
Completion
of Acquisition or Disposition of Assets
This Amendment is filed solely to attach the Asset Purchase Agreement
described below as Exhibit 99.3.
On December 10, 2007 the Company completed the sale of
substantially all of the assets and liabilities of its Design and Manufacturing, Inc.
subsidiary to Brian Hendricks, the subsidiarys General Manager. The purchase consideration was approximately
$2.1 million, of which Ballantyne received approximately $1.7 million in cash
at closing with the remainder of the purchase price being in the form of Mr. Hendrickss
assuming approximately $0.4 million of operating liabilities.
The purchase price was based
on the net book value of the net assets Mr. Hendricks purchased less an
adjustment for approximately $0.2 million for an allowance for possible
obsolete inventory. The purchase price is subject to certain post-closing
adjustments based on the net book value of the former subsidiary as of the December 1,
2007 effective date of the transaction. Pro forma financial information is
attached as Exhibit 99.1, a copy of the Companys press release announcing
the transaction is attached as Exhibit 99.2 and the Asset Purchase Agreement
between the Company and Mr. Hendricks is attached as Exhibit 99.3.
Item 9.01
Financial Statements and Exhibits
(b) Pro Forma Financial Information
The unaudited pro forma consolidated financial
statements of Ballantyne of Omaha, Inc. and subsidiaries and related notes
are attached as Exhibit 99.1.
(d) Exhibits.
99.1 Ballantyne of Omaha, Inc. and Subsidiaries
Unaudited Pro Forma Consolidated Financial Statements (incorporated by
reference to the Form 8-K as filed on December 14, 2007).
99.2 Press Release of Ballantyne of Omaha, Inc.
and subsidiaries dated December 11, 2007 (incorporated by reference to the
Form 8-K as filed on December 14, 2007).
99.3 Asset Purchase Agreement between the Company and
Brian Hendricks dated December 10, 2007.
SIGNATURE
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.
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BALLANTYNE
OF OMAHA, INC.
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Date:
December 20, 2007
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By: /s/ Kevin Herrmann
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Kevin Herrmann
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Secretary/Treasurer and
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Chief Financial Officer
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2
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