Amended Current Report Filing (8-k/a)
May 26 2017 - 4:08PM
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):
October
4, 2016
ATRM
Holdings, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Minnesota
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001-36318
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41-1439182
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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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5215
Gershwin Ave. No., Oakdale, Minnesota
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55128
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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:
(651) 704-1800
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N/A
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(Former
name or former address if changed since last report)
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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 follow 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).
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Emerging
growth company [ ]
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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
On
October 11, 2016, ATRM Holdings, Inc. (“ATRM” or the “Company”) filed a Current Report on Form 8-K (the
“Initial Form 8-K”) to report that the Company had acquired certain assets of EdgeBuilder Wall Panels, Inc. and Glenbrook
Lumber & Supply, Inc. (collectively, the “Sellers”) through the Company’s wholly-owned subsidiaries EdgeBuilder,
Inc. (“EdgeBuilder”) and Glenbrook Building Supply, Inc. (“Glenbrook”), respectively, pursuant to the
terms of an Asset Purchase Agreement, dated as of October 4, 2016 (the “Purchase Agreement”), by and among the Company,
EdgeBuilder, Glenbrook, the Sellers and the individual owners of the Sellers. Glenbrook and EdgeBuilder purchased certain assets
and assumed certain liabilities related to the Sellers’ businesses of selling lumber and building supplies and manufacturing
and selling prefabricated wall panels for commercial and residential construction applications and permanent wood foundation systems
for residential buildings. The acquired businesses were historically managed and continue to be managed by a common management
team and are referred to on a combined basis as “EBGL”.
This
Amendment No. 1 to the Initial Form 8-K amends and supplements Item 9.01 of the Initial Form 8-K to provide the required financial
statements and pro forma financial information under Item 9.01(a) and (b).
Item
9.01.
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Financial
Statements and Exhibits.
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(a)
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Financial
Statements of Businesses Acquired.
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The
audited combined financial statements of Glenbrook Lumber & Supply, Inc. and EdgeBuilder Wall Panels, Inc. as of and for the
years ended December 31, 2015 and 2014 are attached as Exhibit 99.1.
The
unaudited condensed combined financial statements of Glenbrook Lumber & Supply, Inc. and EdgeBuilder Wall Panels, Inc. as
of and for the nine months ended September 30, 2016 and 2015 are attached as Exhibit 99.2.
(b)
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Pro
Forma Financial Information.
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The
unaudited pro forma condensed combined consolidated Balance Sheet and Statement of Operations as of and for the nine months ended
September 30, 2016 and Statement of Operations for the year ended December 31, 2015 are attached as Exhibit 99.3.
Exhibit
No.
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Description
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23.1
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Consent
of Boulay PLLP.
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99.1
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Audited
combined financial statements of Glenbrook Lumber & Supply, Inc. and EdgeBuilder Wall Panels, Inc. as of and for the years
ended December 31, 2015 and 2014.
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99.2
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Unaudited
condensed combined financial statements of Glenbrook Lumber & Supply, Inc. and EdgeBuilder Wall Panels, Inc. as of and
for the nine months ended September 30, 2016 and 2015.
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99.3
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Unaudited
pro forma condensed combined consolidated financial statements of ATRM Holdings, Inc., Glenbrook Lumber & Supply, Inc.
and EdgeBuilder Wall Panels, Inc., as of and for the nine months ended September 30, 2016 and for the year ended December
31, 2015.
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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.
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ATRM
HOLDINGS, INC.
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Dated:
May 26, 2017
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By:
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/s/
Stephen A. Clark
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Name:
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Stephen
A. Clark
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Title:
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Chief
Financial Officer
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