UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June 4, 2008
BROADWIND ENERGY, INC.
(Name of small business issuer in its charter)
Delaware | | 88-0409160 |
(State or other jurisdiction
of incorporation or organization) | | (I.R.S. Employer
Identification No.) |
47 East Chicago Avenue, Suite 332, Naperville, IL 60540
(Address of principal executive offices)
(630) 637-0315
(Issuer’s telephone number)
Not Applicable
(Former Name or Former Address, if changed since last report)
Securities registered under Section 12(b) of the Exchange Act: NONE
Securities registered under Section 12(g) of the Exchange Act: Common Stock, par value $0.001
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:
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))
Explanatory Note
This Current Report on Form 8-K/A is filed as an amendment to the Current Report on Form 8-K dated June 4, 2008, filed by Broadwind Energy, Inc. (the “Company”) with the Securities and Exchange Commission on June 10, 2008 (the “Closing 8-K”), announcing the completion of its acquisition of all of the outstanding capital stock of Badger Transport, Inc. (“Badger”). The information previously reported in the Closing 8-K is hereby incorporated by reference into this Form 8-K/A. This Form 8-K/A amends Item 9.01 of the Closing 8-K to provide financial statements and pro forma financial statements related to the Badger acquisition pursuant to Items 9.01(a)(4) and 9.01(b)(2).
Item 9.01 Financial Statements and Exhibits
The following financial statements are included in this Current Report on Form 8-K/A:
(a) Financial Statements of Business Acquired
1. Audited Financial Statements of Badger Transport, Inc. as of and for the fiscal year ended December 31, 2007 attached as Exhibit 99.1 to this Current Report on Form 8-K/A
2. Unaudited Condensed Financial Statements of Badger Transport, Inc. as of and for the three months ended March 31, 2008 and 2007, attached as Exhibit 99.2 to this Current Report on Form 8-K/A
(b) Pro Forma Financial Information
1. Unaudited Combined Condensed Pro Forma Financial Statements for the fiscal year ended December 31, 2007 and as of and for the three months ended March 31, 2008, attached as Exhibit 99.3 to this Current Report on Form 8-K/A
(c) Shell Company Transactions
Not Applicable.
(d) Exhibits
2.1 | | Stock Purchase Agreement, dated April 24, 2008 among Broadwind Energy, Inc., Badger Transport, Inc. and the sole shareholder of Badger Transport, Inc. - incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed April 30, 2008 |
| | |
99.1 | | Audited Financial Statements of Badger Transport, Inc. as of and for the fiscal year ended December 31, 2007 |
| | |
99.2 | | Unaudited Condensed Financial Statements of Badger Transport, Inc. as of and for the three months ended March 31, 2008 and 2007 |
| | |
99.3 | | Unaudited Combined Condensed Pro Forma Financial Statements for the fiscal year ended December 31, 2007 and as of and for the three months ended March 31, 2008 |
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.
Date: November 14, 2008 | |
| |
| BROADWIND ENERGY, INC. |
| |
| /s/ Matthew J. Gadow |
| Matthew J. Gadow |
| Chief Financial Officer |
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EXHIBIT INDEX
BROADWIND ENERGY, INC.
Form 8-K/A Current Report
Exhibit Number | | Description |
2.1 | | Stock Purchase Agreement, dated April 24, 2008 among Broadwind Energy, Inc., Badger Transport, Inc. and the sole shareholder of Badger Transport, Inc. - incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed April 30, 2008 |
| | |
99.1 | | Audited Financial Statements of Badger Transport, Inc. as of and for the fiscal year ended December 31, 2007 |
| | |
99.2 | | Unaudited Condensed Financial Statements of Badger Transport, Inc. as of and for the three months ended March 31, 2008 and 2007 |
| | |
99.3 | | Unaudited Combined Condensed Pro Forma Financial Statements as of and for the fiscal year ended December 31, 2007 and as of and for the three months ended March 31, 2008 |
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