UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
(Amendment No. 1)
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 31, 2002
Fortune Diversified Industries, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware
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(State or Other Jurisdiction of
Incorporation or Organization)
0-19049 74-2504501
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(Commission (IRS Employer
File Number) Identification No.)
6809 Corporate Drive, Indianapolis, Indiana 46278
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (317) 532-1374
N/A
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(Former Name, Address and Former Fiscal Year, if Changed Since Last Report)
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Fortune Diversified Industries, Inc.
SEC Form 8-K/A
General:
Fortune Diversified Industries, Inc., a Delaware corporation ("FDVI"), acquired
from Robert J. Kingston 1,000 shares of the common stock, no par value, of
Kingston Sales Corporation, an Indiana corporation ("KSC"), constituting all of
the outstanding shares of KSC's capital stock, pursuant to the terms of a Stock
Purchase Agreement by and among FDVI, KSC and Robert J. Kingston, effective July
31, 2002. KSC is an industry-leading manufacturers' representative and
distributor for prominent national companies in the electronic, sound, security,
and video markets. KSC offers the latest technology in TVs, sound systems,
electronic locking devices, wire, cable and fiber optics, and intercom systems.
FDVI intends for KSC, as a wholly-owned subsidiary of FDVI, to continue to
operate as it did prior to the acquisition.
Subsequent to consummation of the purchase, FDVI filed a Form 8-K with the
Securities and Exchange Commission within the 15-day time period prescribed by
that Form. Pursuant to the instructions to Form 8-K, the Registrant indicated
that certain financial information required by Item 7 of Form 8-K was not
available at that time, and that, in accordance with Item 7 of Form 8-K, such
financial information would be filed by an amendment to the Form 8-K within the
60-day time period provided in the instructions to Item 7. The sole purpose of
this Amendment No. 1 to Form 8-K dated August 14, 2002 is to file such required
financial information. Accordingly, Item 7 is hereby amended and restated in its
entirety to read as follows:
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
The financial statements listed below are filed as part of this report. The
financial statements listed in Item 7(a) are included in this Report as Exhibit
7.1 and 7.2 hereto, which follows the signature page of this Report.
Exhibit 7.1 Audited Financial Statements of Kingston Sales Corporation for
the Years Ended December 31, 2001 and 2000
Independent Auditors' Report on the Financial Statements......................1
Financial Statements
Balance Sheets............................................................2
Statements of Operations..................................................3
Statement of Stockholders' Equity.........................................4
Statements of Cash Flows..................................................5
Notes to Financial Statements.............................................6
Exhibit 7.2 Unaudited Interim Financial Statements of Kingston Sales
Corporation for the Six-Months Ended June 30, 2002 and 2001
Financial Statements
Balance Sheets............................................................1
Statements of Operations..................................................2
Statement of Stockholders' Equity.........................................3
Statements of Cash Flows..................................................4
Notes to Financial Statements.............................................5
2
(b) Pro forma financial information of the consolidated financial statements of
Fortune Diversified Industries, Inc. and Kingston Sales Corporation
The pro forma financial statements listed below are filed as part of this
report. The pro forma financial statements listed in Item 7(b) are included in
this Report as Exhibit 7.2 hereto.
Exhibit 7.3 Pro forma financial information of the consolidated financial
statements of Fortune Diversified Industries, Inc. and Kingston
Sales Corporation
Basis of Preparation..........................................................1
Financial Statements
Pro forma consolidated statement of operations that assumes the
combination occurred on August 31, 2001....................................2
Pro forma consolidated statement of operations for the twelve
months ended August 31, 2001, which combines FDVI's results of
operations for the twelve months ended August 31, 2001, with KSC's
results of operations for the fiscal year ended December 31, 2001..........3
Pro forma consolidated statement of operations for the nine months
ended May 31, 2002 that combines the unaudited results of operations
of FDVI from the nine-month period of September 1, 2001 to
May 31, 2002 with KSC's results of operations for the nine-month
period of October 1, 2001 to June 30, 2002.................................4
3
(c) Exhibits
Exhibit Number Description
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Exhibit 7.1 Audited Financial Statements of Kingston Sales Corporation for
the Years Ended December 31, 2001 and 2000
Exhibit 7.2 Unaudited Interim Financial Statements of Kingston Sales
Corporation for the Six-Months Ended June 30, 2002 and 2001
Exhibit 7.3 Pro forma financial information of the consolidated financial
statements of Fortune Diversified Industries, Inc. and Kingston
Sales Corporation
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.
Fortune Diversified Industries, Inc.
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(Registrant)
DATE: October 15, 2002
By: /s/ Douglas E. May
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Douglas E. May,
Vice President of Finance
and Chief Financial Officer
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