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 7, 2015
Katy Industries, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-05558 | 75-1277589 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
305 Rock Industrial Park Drive
Bridgeton, Missouri 63044
(Address of principal executive offices) (Zip Code)
(314) 656-4321
(Registrant’s telephone number, including area code)
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 |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
This current report on Form 8-K/A amends and supplements the current report on Form 8-K filed by Katy Industries, Inc. on April 13, 2015. The current report on Form 8-K is being amended by this Form 8-K/A to include the audited financial statements and other information required by Item 9.01 of Form 8-K concerning our acquisition on April 7, 2015 of substantially all of the assets and business operations related to the plastics shelving and cabinet business of Centrex Plastics, LLC, an Ohio limited liability company (“Centrex”). No other amendments to the Form 8-K are being made by this Form 8-K/A (Amendment No. 1).
| Item 9.01 | Financial Statements and Exhibits. |
a) Financial statements of businesses acquired.
The following historical audited financial statements of the Tiffin, Ohio manufacturing facility (“Tiffin”) are filed as Exhibit 99.1 and are hereby incorporated herein by reference:
| · | Report of Independent Certified Public Accountants, issued by Knueven, Schroeder and Company dated August 9, 2015; |
| · | Balance Sheets as of December 31, 2014 and December 31, 2013; |
| · | Statements of Income and Component Earnings for the years ended December 31, 2014 and December 31, 2013; |
| · | Statements of Shareholders’ Equity for the years ended December 31, 2014 and December 31, 2013; |
| · | Statements of Cash Flows for the years ended December 31, 2014 and December 31, 2013; and |
| · | Notes to Financial Statements. |
(b) Pro Forma Financial Information.
The following unaudited pro forma financial statements, including notes thereto, of Katy Industries, Inc. are filed as Exhibit 99.2 and are hereby incorporated herein by reference:
| · | Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2014; |
| · | Unaudited Pro Forma Condensed Consolidated Statements of Operations for the year ended December 31, 2014; and |
| · | Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements. |
| (c) | Exhibits. |
Exhibit No. Description
| Audited financial statements of Tiffin as of and for the years ended December 31, 2014 and December 31, 2013. |
| Unaudited pro forma financial statements of Katy Industries, Inc. and Subsidiaries as of and for the year ended December 31, 2014. |
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.
| KATY INDUSTRIES, INC. |
| (Registrant) |
By: /s/ Curt Kroll |
| Curt Kroll |
| Vice President, Treasurer and Chief Financial Officer |
| Date: September 8, 2015 |