UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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 17, 2023
DISTRIBUTION SOLUTIONS GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 0-10546 | 36-2229304 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 8770 W. Bryn Mawr Ave., Suite 900, Chicago, Illinois | 60631 | |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code): (773) 304-5050
Not Applicable
(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 | Name of each exchange | ||
| Common stock, $1.00 par value | DSGR | The Nasdaq Stock Market LLC (Nasdaq Global Select Market) |
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. ☐
Explanatory Note
Distribution Solutions Group, Inc. (the “Company”) is filing this Current Report on Form 8-K in order to provide certain pro forma financial information as required by Article 11 of Regulation S-X and as further detailed in Exhibit 99.1 hereto and Note 1 to the unaudited pro forma condensed combined financial information included therein.
The unaudited pro forma condensed combined financial information attached to this Current Report on Form 8-K as Exhibit 99.1 has been presented for informational purposes only, is based on various adjustments and assumptions, and does not purport to represent the actual results of operations that would have been achieved had the combination been effected at and during the period presented in the unaudited pro forma condensed combined financial information.
Any forward-looking statements included in the unaudited pro forma condensed combined financial information are only predictions and reflect the Company’s views as of the date they were made with respect to future events and financial performance, and the Company undertakes no obligation to update or revise, nor does it have a policy of updating or revising, any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events, except as may be required under applicable law. Forward-looking statements are subject to many risks and uncertainties that could cause the Company’s actual results to differ materially from any future results expressed or implied by the forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial information for the year ended December 31, 2022 and the notes related thereto are filed as Exhibit 99.1 hereto and are hereby incorporated herein by reference.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Unaudited pro forma condensed combined financial information of the Company, Lawson Products, Inc., TestEquity Acquisition, LLC and 301 HW Opus Holdings, Inc., for the year ended December 31, 2022 and the notes related thereto | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |
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.
| DISTRIBUTION SOLUTIONS GROUP, INC. | ||||||
| (Registrant) | ||||||
| Date: March 17, 2023 |
| By: | /s/ Ronald J. Knutson | |||
| Name: Ronald J. Knutson | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||