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): April 29, 2016
UNIQUE FABRICATING, INC.
(Exact name of registrant as specified in its Charter)
|
| | | | |
| Delaware | | 001-37480 | | 46-1846791 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (IRS Employer Identification No.) |
Unique Fabricating, Inc.
800 Standard Parkway
Auburn Hills, MI 48326
(248)-853-2333
(Address including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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))
On April 29, 2016, as previously reported, two subsidiaries of Unique Fabricating, Inc., (the “Company”) acquired the business and substantially all of the assets of Intasco Corporation, a Canadian based tape manufacturer, and 100% of the outstanding capital stock of Intasco USA, Inc., a United States based tape manufacturer (together “Intasco”). This Amendment No 1. on Form 8-K/A (the “Amended Form 8-K/A”) amends the Original Form 8-K to include Item 9.01 (a) Financial Statements of Businesses Acquired and Item 9.01 (b) Pro Forma Financial Information of the entities purchased by the Company.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
The historical audited combined financial statements of Intasco as of January 31, 2015 and January 31, 2014 and for the years ended January 31, 2015 and January 31, 2014 and the related notes are filed as Exhibit 99.1 to this Amended Form 8-K/A, and are incorporated by reference herein.
The historical unaudited combined financial statements of Intasco as of October 31, 2015 and for the nine months ended October 31, 2015 and October 31, 2014 are filed as Exhibit 99.2 to this Amended Form 8-K/A, and are incorporated by reference herein.
The consent of Baker Tilly Virchow Krause, LLP, Intasco's independent auditor, is attached as Exhibit 23.1 to this Amended Form 8-K/A.
(b) Pro Forma Financial Information
The unaudited pro forma condensed combined financial information of the Company and Intasco as of October 4, 2015 and for the nine months ended October 4, 2015 and year ended January 4, 2015, respectively, is filed as Exhibit 99.3 to this Amended Form 8-K/A.
(d) Exhibits
23.1 Consent of Baker Tilly Virchow Krause, LLP
99.1 Audited combined financial statements of Intasco as of January 31, 2015 and January 31, 2014 and for the years ended January 31, 2015 and January 31, 2014
99.2 Unaudited combined financial statements of Intasco as of October 31, 2015 and for the nine months ended October 31, 2015 and October 31, 2014
99.3 Unaudited pro forma condensed combined financial information of the Company and Intasco as of October 4, 2015 and for the nine months ended October 4, 2015 and the year ended January 4, 2015
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.
|
| | |
| | UNIQUE FABRICATING, INC. |
| Dated: June 24, 2016 | By: | /s/ Thomas Tekiele |
| | | Name: Thomas Tekiele |
| | | Title: Chief Financial Officer (Principal Financial and Accounting Officer) |
EXHIBITS
|
| | |
Exhibit No. | | Description |
| 23.1 | | Consent of Baker Tilly Virchow Krause, LLP |
| 99.1 | | Audited combined financial statements of Intasco as of January 31, 2015 and January 31, 2014 and for the years ended January 31, 2015 and January 31, 2014 |
| 99.2 | | Unaudited combined financial statements of Intasco as of October 31, 2015 and for the nine months ended October 31, 2015 and October 31, 2014 |
| 99.3 | | Unaudited pro forma condensed combined financial information of the Company and Intasco as of October 4, 2015 and for the nine months ended October 4, 2015 and the year ended January 4, 2015 |
