UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
Amendment No. 1
to
FORM 8-K/A
CURRENT REPORT
Pursuant To Section 13 OR 15(d) Of The Securities Exchange Act of 1934
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Date of report (Date of earliest event reported) |
June 27, 2014 |
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PATRICK INDUSTRIES, INC. | |
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(Exact name of registrant as specified in its charter) |
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Indiana |
000-03922 |
35-1057796 |
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(State or other jurisdiction |
(Commission |
(IRS Employer |
|
107 West Franklin, P.O. Box 638, Elkhart, Indiana |
46515 |
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(Address of Principal Executive Offices) |
(Zip Code) |
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Registrant’s Telephone Number, including area code |
(574) 294-7511 |
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(Former name or former address if changed since last report) |
[ ] 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))
Item 2.01 Completion of Acquisition or Disposition of Assets.
Patrick Industries, Inc. (the “Company”) filed a Current Report on Form 8-K with the Securities and Exchange Commission (“SEC”) on July 3, 2014, disclosing that on June 27, 2014 (the “acquisition date”), the Company had acquired the business and certain assets of Foremost Fabricators, LLC (“Foremost”), a Goshen, Indiana-based fabricator and distributor of fabricated aluminum products, fiber reinforced polyester (“FRP”) sheet and coil, and custom laminated products primarily used in the recreational vehicle market, for a purchase price, net of certain operating liabilities assumed, of approximately $45.4 million in cash. The purpose of this Current Report on Form 8-K/A (Amendment No. 1) is to amend the Current Report on Form 8-K to include the financial statements and pro forma financial information required by Item 9.01.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
(i) The financial statements of Foremost Fabricators, LLC as of December 31, 2013 and for the year then ended and independent auditor’s report are attached hereto as Exhibit 99.1 and are incorporated herein by reference.
(ii) Unaudited condensed financial statements of Foremost Fabricators, LLC as of March 31, 2014 and December 31, 2013, and for the three months ended March 31, 2014 and March 31, 2013 are attached hereto as Exhibit 99.2 and are incorporated herein by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma financial information as of March 30, 2014 and for the year ended December 31, 2013, and for the three months ended March 30, 2014 of Patrick Industries, Inc. and Foremost Fabricators, LLC on a condensed combined basis is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
(c) Not Applicable.
(d) The following exhibits are included with this report:
Exhibit 2.1 Asset Purchase Agreement, dated as of June 27, 2014, between Patrick Industries, Inc., Foremost Fabricators, LLC and its Members (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on July 3, 2014).*
Exhibit 23.1 Consent of McGladrey LLP
Exhibit 99.1 Financial Statements of Foremost Fabricators, LLC as of December 31, 2013 and for the year then ended and independent auditor’s report.
Exhibit 99.2 Unaudited condensed financial statements of Foremost Fabricators, LLC as of March 31, 2014 and December 31, 2013, and for the three months ended March 31, 2014 and March 31, 2013.
Exhibit 99.3 Unaudited pro forma financial information as of March 30, 2014 and for the year ended December 31, 2013, and for the three months ended March 30, 2014 of Patrick Industries, Inc. and Foremost Fabricators, LLC on a condensed combined basis.
*Pursuant to Item 601(b) of Regulation S-K, certain Exhibits and Schedules have been omitted from this Agreement. The registrant will furnish a copy of any omitted Exhibit and Schedule to the Commission upon request.
SIGNATURE
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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PATRICK INDUSTRIES, INC. | ||
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(Registrant) |
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Date: September 12, 2014 |
BY: |
/s/ Andy L. Nemeth |
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Andy L. Nemeth | ||
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Executive Vice President – Finance and | ||
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Chief Financial Officer |
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