UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): January 4, 2008
RxElite, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | | 000-50299 | | 62-0201385 |
(State or other
jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
1404 North Main, Suite 200 Meridian, Idaho | | 83642 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (208) 288-5550
| |
| (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:
| 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 amendment to the RxElite, Inc. Form 8-K/A filed with the Securities and Exchange Commission on March 19, 2008 is being filed to correct the pro forma financial statements filed as Exhibit 99.2 to such Form 8-K/A. For convenience purposes, this amendment amends and restates such Form 8-K/A in its entirety.
Item 9.01 Financial Statements
On January 4, 2008, RxElite, Inc. (the “Company”), through a wholly-owned subsidiary, acquired all of the business and assets of FineTech Laboratories, Ltd. (“FineTech”), other than certain specifically excluded assets, pursuant to an Asset Purchase Agreement dated as of January 4, 2008, for an aggregate purchase price of $6,200,000.
(a) Financial Statements of Business Acquired. Pursuant to Item 9.01(a)(4) of Form 8-K, the audited financial statements of FineTech for the year ended December 31, 2007 and the accompanying report of Ernst & Young, FineTech’s independent registered public accounting firm, are filed herewith as Exhibit 99.1, as an amendment to the Company’s Current Report on Form 8-K filed on January 10, 2008, as amended on March 19, 2008.
(b) Pro Forma Financial Information. Pursuant to Item 9.01(b)(2) of Form 8-K, the unaudited pro forma condensed combined financial statements of the Company and FineTech for the year ended December 31, 2007, are filed herewith as Exhibit 99.2, as an amendment to the Company’s Current Report on Form 8-K filed on January 10, 2008, as amended on March 19, 2008.
Exhibit Number | | Description |
| | | |
| 99.1 | | Audited Financial Statements for FineTech Laboratories, Ltd. for the year ended December 31, 2007 |
| | | |
| 99.2 | | Unaudited Pro Forma Combined Financial Statements for RxElite, Inc. and FineTech Laboratories, Ltd. for the year ended December 31, 2007 |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | RXELITE, INC. |
| | | |
| Dated: March 20, 2008 | By: | /s/ Shannon M. Stith |
| | | Name: Shannon M. Stith |
| | | Title: Vice President of Finance |
EXHIBIT INDEX
Exhibit Number | | Description |
| | | |
| 99.1 | | Audited Financial Statements for FineTech Laboratories, Ltd. for the year ended December 31, 2007 |
| | | |
| 99.2 | | Unaudited Pro Forma Combined Financial Statements for RxElite, Inc. and FineTech Laboratories, Ltd. for the year ended December 31, 2007 |
