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): March 3, 2016
ZAGG INC
(Exact name of registrant as specified in its charter)
| Nevada | 001-34528 | 20-2559624 |
| (State or other jurisdiction of incorporation) | (Commission
File Number) | (I.R.S. Employer
Identification No.) |
910 West Legacy Center Drive, Suite 500 Midvale, Utah 84047 |
| (Address of principal executive offices) |
Registrant’s telephone number, including area code:(801) 263-0699
(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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17CFR 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))
EXPLANATORY NOTE
On February 2, 2016, ZAGG Inc, a Nevada corporation (the “Company”), and ZM Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with mophie inc., a California corporation (“mophie”), the principal shareholders of mophie named therein, and Daniel Huang as representative of the mophie shareholders, warrant holders and option holders, pursuant to which Merger Sub merged with and into mophie, with mophie continuing as the surviving corporation (the “Merger”).
On March 8, 2016, the Company filed a Current Report on Form 8-K (the “Initial Filing”) with the United States Securities and Exchange Commission to report the consummation of the Merger, which was completed on March 3, 2016. This Current Report on Form 8-K/A amends and supplements Item 9.01 of the Initial Filing to present certain financial statements of mophie and to present certain unaudited pro forma financial information of the Company in connection with the Merger.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
The financial statements required by Item 9.01(a) are filed as Exhibit 99.4 to this Current Report and are incorporated herein by reference.
(b) Pro Forma Financial Information
The pro forma financial information required by Item 9.01(b) are filed as Exhibit 99.5 to this Current Report and are incorporated herein by reference.
(d) Exhibits.
The following are filed as Exhibits to this Current Report on Form 8-K/A.
| Exhibit No. | | Description |
| | |
| 23.1 | | Consent of PricewaterhouseCoopers. |
| 99.4 | | Audited financial statements of mophie as of and for the years ended December 31, 2015, 2014 and 2013 |
| 99.5 | | Pro forma financial information |
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.
| Date: May 17, 2016 | ZAGG Inc |
| | |
| | By: | /s/Bradley J. Holiday |
| | Name:
Its: | Bradley J. Holiday
Chief Financial Officer |
