UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
(Amendment No. 2)
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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 1, 2003
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.)
6402 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)
EXPLANATORY NOTE
Pursuant to this Form 8-K/A, the registrant amends "Exhibit 7.3 Pro Forma
financial information of the consolidated financial statements of Fortune
Diversified Industries, Inc. and Nor-Cote International, Inc. and Subsidiaries."
At the time the 8-K/A was issued on September 12, 2003, the registrant did not
know the final pro adjustments related to the purchase of Nor-Cote
International, Inc. and Subsidiaries. Subsequently, after an independent
valuation was performed a final purchase entry was booked and included in the
registrant's 10-KSB/A filed on November 29, 2004. In addition to the changes to
the Pro Forma financial statements, included in this amendment in Exhibit 7.1
Audited Consolidated Financial Statements of Nor-Cote International, Inc. and
Subsidiaries for the Years Ended December 31, 2002 and 2001,is the audit report
of Nor-Cote's previous auditors as required by Note 2 to Item 310 of Regulation
S-B, and to Rule 2-05 of Regulation S-X.
For the convenience of the reader, this Amendment No. 2 amends and restates in
its entirety the entire Form 8-K/A, amending only the aforementioned disclosures
made in Exhibit 3, Pro Forma Financials and Exhibit 1, Audited Consolidated
Financial Statements of Nor-Cote International, Inc. and Subsidiaries for the
Years Ended December 31, 2002 and 2001.
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Fortune Diversified Industries, Inc.
SEC Form 8-K/A
General:
Fortune Diversified Industries, Inc., a Delaware corporation ("FDVI"), acquired
all the outstanding common and preferred shares of Nor-Cote International, Inc.,
an Illinois corporation and its subsidiaries ("Nor-Cote"), pursuant to the terms
of a Stock Purchase Agreement by and among FDVI; Nor-Cote; Norman G. Wolcott,
Jr,; Norman G. Wolcott, Jr. and Norman G. Wolcott, Sr., as co-trustees of the
Norman G. Wolcott, Sr. and Lucile H. Wolcott Revocable Trust of 1995; First
Bankers Trust Company, as trustee under the Trust Agreement for the Nor-Cote
International, Inc. Employee Stock Ownership Plan Trust, effective July 1, 2003.
Nor-Cote is a leading technology company which manufactures UV curable screen
printing inks. Nor-Cote inks are used on many types of plastic, metals, and
other substrates that are compatible with the UV curing process. Typical
applications consist of plastic sheets, cell phones, bottles & containers, CD
and DVD disks, rotary-screen printed labels, and membrane switch overlays.
Nor-Cote has offices and manufacturing facilities in the United States, United
Kingdom, Singapore, and Malaysia, with worldwide distributors located in Canada,
China, Australia, Hong Kong, Taiwan, Italy, South Africa, and Thailand. FDVI
intends for Nor-Cote, 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 July 14, 2003 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 Consolidated Financial Statements of Nor-Cote
International, Inc. and Subsidiaries for the Years Ended
December 31, 2002 and 2001
Independent Auditors' Report on the Consolidated Financial Statements.........1
Report of Other Accountants...................................................2
Consolidated Financial Statements
Balance Sheets............................................................3
Statements of Income......................................................4
Statement of Shareholders' Equity.........................................5
Statements of Cash Flows..................................................6
Notes to Financial Statements.............................................7
Exhibit 7.2 Unaudited Interim Consolidated Financial Statements of Nor-Cote
International, Inc. and Subsidiaries for the Six-Months Ended
June 30, 2003 and 2002
Consolidated Financial Statements
Balance Sheets............................................................1
Statements of Income......................................................2
Statement of Shareholders' 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 Nor-Cote International, Inc. and
Subsidiaries
The pro forma consolidated financial statements listed below are filed as part
of this report. The pro forma consolidated financial statements listed in Item
7(b) are included in this Report as Exhibit 7.3 hereto.
Exhibit 7.3 Pro forma financial information of the consolidated financial
statements of Fortune Diversified Industries, Inc. and Nor-Cote
International, Inc. and Subsidiaries
Basis of Preparation...........................................................1
Financial Statements
Pro forma consolidated balance sheet that assumes the combination
occurred on May 31, 2003...................................................2
Pro forma consolidated statement of operations for the twelve months
ended August 31, 2002, which combines FDVI's results of operations
for the twelve months ended August 31, 2002, with Nor-Cote's results of
operations for the twelve months ended August 31, 2002.....................3
Pro forma consolidated statement of operations for the nine months
ended May 31, 2003 that combines the unaudited results of operations
of FDVI from the nine-month period of September 1, 2002 to May 31,
2003 with Nor-Cote's results of operations for the nine-month period of
October 1, 2002 to June 30, 2003...........................................4
(c) Exhibits
Exhibit Number Description
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Exhibit 7.1 Audited Consolidated Financial Statements of Nor-Cote
International, Inc. and Subsidiaries for the Years Ended
December 31, 2002 and 2001
Exhibit 7.2 Unaudited Interim Consolidated Financial Statements of Nor-Cote
International, Inc. and Subsidiaries for the Six-Months Ended
June 30, 2003 and 2002
Exhibit 7.3 Pro forma financial information of the consolidated financial
statements of Fortune Diversified Industries, Inc. and Nor-Cote
International, Inc. and Subsidiaries
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: November 29, 2004
By: /s/ Amy E. Gallo
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Amy E. Gallo, principal
financial officer (Controller)
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