Amended Current Report Filing (8-k/a)
May 10 2019 - 4:34PM
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): February 22, 2019
Colfax Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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001-34045
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54-1887631
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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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420 National Business Parkway, 5th Floor
Annapolis Junction, MD 20701
(Address of principal executive offices) (Zip Code)
(301)
323-9000
(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:
☐
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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 ☐
Securities registered pursuant to
Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, par value $0.001 per share
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CFX
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The New York Stock Exchange
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5.75% Tangible Equity Units
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CFXA
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The New York Stock Exchange
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Explanatory Note.
This Amendment No. 1 on Form
8-K/A
amends Item 9.01 - Financial Statements and Exhibits included in
the Current Report on Form
8-K
filed with the Securities and Exchange Commission on February 25, 2019 related to the completion of the acquisition of DJO Global, Inc. and its subsidiaries
(DJO) by Colfax Corporation, a Delaware corporation (NYSE:CFX) (Colfax) on February 22, 2019. This Amendment No. 1 is being filed to provide the historical financial statements of DJO for the periods specified in
Rule
3-05(b)
of Regulation
S-X
and the unaudited pro forma financial information required pursuant to Article 11 of Regulation
S-X.
Item 9.01
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Financial Statements and Exhibits.
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(a) Financial Statements of Businesses Acquired.
The
audited consolidated financial statements of DJO, including the balance sheets as of December 31, 2018 and 2017, and the related statements of operations, comprehensive loss, deficit and cash flows for each of the three years in the period
ended December 31, 2018, and the related notes to the consolidated financial statements and the report of the independent auditor thereon, are filed as Exhibit 99.2 to this Form
8-K/A
and incorporated
into this Item 9.01(a) by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma consolidated condensed financial information as of and for the year ended December 31, 2018, are furnished as Exhibit 99.3 to this
Form
8-K/A
and incorporated into this Item 9.01(b) by reference.
(d) Exhibits
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23.1
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Consent of Ernst & Young LLP.
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99.2
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DJO audited consolidated financial statements, including the balance sheets as of December 31, 2018 and 2017, and the related statements of operations, comprehensive loss, deficit and cash flows for each of the three years in
the period ended December 31, 2018, together with the Independent Auditors Report.
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99.3
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Unaudited pro forma condensed consolidated financial information as of and for the year ended December 31, 2018.
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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.
May 10, 2019
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Colfax Corporation
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By:
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/s/ Christopher M. Hix
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Name:
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Christopher M. Hix
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Title:
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Chief Financial Officer and Treasurer
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4
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