Ballantyne OF Omaha Inc - Amended Current report filing (8-K/A)
December 28 2007 - 5:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K/A
CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
October 12, 2007
Date
of Report (Date of earliest event reported)
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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Omaha, Nebraska
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68112
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(Address
of principal executive offices)
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(Zip
Code)
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(402)
453-4444
(Registrants
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 (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Form 8-K/A
This Form 8-K/A is filed as an amendment to the
Current Report on Form 8-K filed by Ballantyne of Omaha, Inc. on October 16,
2007 under Items 2.01, 7.01 and 9.01. This amendment is being filed to include
the financial information required under Item 9.01.
Items 2.01 and 7.01 Completion
of Acquisition or Disposition of Assets; Regulation FD Disclosure
On October 12, 2007, the Company, through its
wholly-owned subsidiary, Strong Digital Systems, Inc., purchased the assets of
privately-held Marcel Desrochers, Inc. (MDI), a respected, Canadian based
manufacturer of cinema projection screens, for $3.4 million U.S. Dollars in
cash, subject to post-closing adjustments. A copy of the Asset Purchase
Agreement is attached as Exhibit 2.1, a copy of the Companys October 15,
2007 press release announcing the acquisition is furnished as Exhibit 99.1,
the pro forma financial information reflecting the impact of the transaction is
attached as Exhibit 99.2, the audited financial statements of Marcel
Desrochers, Inc. and the report of its auditors for the year ended November 30,
2006 are attached as Exhibit 99.4 and certain unaudited financial information
of Marcel Desrochers, Inc. is attached as Exhibit 99.5.
Item 9.01
Financial
Statements and Exhibits
(a) Financial
Statements of Business Acquired
The
financial statements of Marcel Desrochers, Inc. and the report of KPMG,
LLP, independent auditors as of and for the year ended November 30, 2006,
relating to such financial statements, are attached as Exhibit 99.4.
(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 99.2.
(d) Exhibits.
2.1 Asset
Purchase Agreement between the Subsidiary and Marcel Desrochers, Inc.
dated October 12, 2007.
99.1 Press
Release issued by the Company on October 15, 2007 announcing the purchase
of the assets of Marcel Desrochers, Inc. (incorporated by reference to the form
8-K as filed on October 16, 2007).
99.2
Ballantyne of Omaha, Inc. and Subsidiaries Unaudited Pro Forma
Consolidated Financial Statements.
99.4 Audited
balance sheet of Marcel Desrochers, Inc. as of November 30, 2006 and
the related consolidated statement of earnings, statement of retained earnings,
and cash flows for the year ended November 30, 2006.
99.5
Unaudited balance sheet of Marcel Desrochers, Inc. as of June 30, 2007 and the
related statement of operations for the seven months ended June 30, 2007 and
June 30, 2006.
2
The
information contained in this Current Report on Form 8-K under Item 7.01,
including Exhibit 99.1 referenced in Item 9.01, is being furnished
pursuant to Item 7.01 of Form 8-K/A and, as such, shall not be deemed to
be filed for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that Section. The
information in Item 7.01 of this Current Report shall not be incorporated by
reference into any registration statement or other document pursuant to the
Securities Act of 1933, as amended, expect as shall be expressly set forth by
specific reference in such filing.
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 28, 2007
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By:
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/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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