UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 11, 2022
MANITEX INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)
Michigan | 001-32401 | 42-1628978 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
9725 Industrial Drive, Bridgeview, Illinois 60455
(Address of Principal Executive Offices) (Zip Code)
(708) 430-7500
(Registrant’s Telephone Number, Including Area Code)
(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 (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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, no par value | MNTX | The NASDAQ Stock Market LLC | ||
Preferred Share Purchase Rights | N/A | The NASDAQ Stock Market LLC |
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. ☐
Item 1.01. | Entry into a Material Definitive Agreement. |
On April 13, 2022, Manitex International, Inc. (the “Company”) filed with the Securities and Exchange Commission a Current Report on Form 8-K (the “Initial Report”) to report the completion of the Company’s acquisition of a 70% equity interest in Rabern Rentals, LLC (previously Rabern Rentals, LP, “Rabern”) pursuant to a Membership Interest Purchase Agreement among the Company, Rabern and Steven Berner.
On April 22, 2022, the Company filed an Amendment to Current Report on Form 8-K/A (“Amendment No. 1”). Amendment No. 1 amended the Initial Report to include the following historical financial statements required by Item 9.01 of Form 8-K that were previously omitted from the Initial Report as permitted by Item 9.01(a)(4): the audited consolidated balance sheet of Rabern as of December 31, 2021, the related statements of income, changes in partners’ equity and cash flows for the year ended December 31, 2021, the related notes, and the related report of Lane Gorman Trubitt, LLC, Rabern’s independent registered public accounting firm, which are incorporated by reference as Exhibit 99.1 hereto.
This Amendment to Current Report on Form 8-K/A (“Amendment No. 2”) further amends the Initial Report, as amended by Amendment No. 1, to include certain pro forma financial information required by Item 9.01 (a) and (b) of Form 8-K that was previously omitted from the Initial Report as permitted by Item 9.01(a)(4).
The pro forma financial information included in this Amendment No. 2 has been presented for informational purposes only. It does not purport to represent the actual results of operations that the Company and Rabern would have achieved had the companies been combined during the periods presented in the pro forma financial information, and is not intended to project the future results of operations that the Company may achieve. Except as described above, all other information in the Initial Report remains unchanged and is incorporated by reference herein.
Item 9.01. | Financial Statements and Exhibits. |
(b) Pro Forma Financial Information
The Company’s unaudited pro forma condensed combined balance sheet as of December 31, 2021 and unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021, together with the notes related thereto, are filed as Exhibit 99.2 to this Amendment No. 2 and incorporated by reference herein.
(d) Exhibits
Exhibit | Description | |
99.2 | ||
104 | The cover page from the Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MANITEX INTERNATIONAL, INC. | ||
By: | /s/ Joseph Doolan | |
Name: | Joseph Doolan | |
Title: | Chief Financial Officer |
Date: June 24, 2022