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): April 5, 2005
Fortune Diversified Industries, Inc.
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(Exact Name of Registrant as Specified in Charter)
Indiana
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(State or Other Jurisdiction of
Incorporation or Organization)
0-19049 20-2803889
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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)
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Fortune Diversified Industries, Inc.
SEC Form 8-K/A
General:
On April 5, 2005 the Registrant completed its acquisition of CSM, Inc.
("CSM") and its subsidiary companies pursuant to an Agreement and Plan of
Merger(the "Agreement") by and between the Registrant, CSM, CSM Merger
Corporation, Carter M. Fortune, Marc Fortune, Greg Daily, Harbinger Mezzanine
Partners, L.P., Doug Altenbern, Jeff Gould, Bob Boston, and Don Denbo. CSM is
the holding company for Century II Staffing, Inc. ("Century II") and other
related subsidiary entities. Century II is a professional employer organization
that is based in Tennessee. The terms of the Agreement include, among other
things, the payment of approximately $2 million by the Registrant to retire
certain debts owed by CSM, the payment of approximately $700,000 in cash by the
Registrant to the shareholders of CSM, a portion of which shall be held in
escrow for payment of certain tax debts that may be owed by CSM, and the
issuance of 1,500,000 shares of Fortune Diversified Industries, Inc. ("FDVI")
Common Stock to be held in escrow until such time as the shares may be earned by
the shareholders of CSM upon the achievement of certain financial performance
measures by Century II.
Subsequent to consummation of the purchase, the Registrant filed a Form 8-K with
the Securities and Exchange Commission within the 4-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 9.01 of Form 8-K was not
available at that time, and that, in accordance with Item 9.01 of Form 8-K, such
financial information would be filed by an amendment to the Form 8-K within the
71-day time period provided in the instructions to Item 9.01. The sole purpose
of this Amendment No. 1 to Form 8-K dated April 11, 2005 is to file such
required financial information. Accordingly, Item 9.01 is hereby amended and
restated in its entirety to read as follows:
Item 9.01 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 CSM, Inc. and
Subsidiaries for the Year Ended December 31, 2004
Report of Independent Registered Public Accounting Firm.......................1
Consolidated Financial Statements
Consolidated Balance Sheet................................................2
Consolidated Statement of Income..........................................3
Consolidated Statement of Stockholders' Equity (Deficit)..................4
Consolidated Statement of Cash Flows......................................5
Notes to Consolidated Financial Statements................................6
Exhibit 7.2 Unaudited Interim Consolidated Financial Statements of CSM, Inc.
and Subsidiaries for the Three-Months Ended March 31, 2005
Consolidated Financial Statements
Consolidated Balance Sheet................................................1
Consolidated Statement of Income..........................................2
Consolidated Statement of Stockholders Equity (Deficit)...................3
Consolidated Statement of Cash Flows......................................4
Notes to Consolidated Financial Statements................................5
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(b) Pro forma financial information of the consolidated financial statements of
Fortune Diversified Industries, Inc. and CSM, 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 CSM, Inc.
and Subsidiaries
Basis of Preparation..........................................................1
Financial Statements
Pro forma consolidated balance sheet that assumes the combination
occurred on April 1, 2005...............................................2
Pro forma consolidated statement of operations for the twelve months
ended August 31, 2004, which combines FDVI's results of operations for
the twelve months ended August 31, 2004, with CSM's results of
operations for the twelve months ended August 31, 2004..................3
Pro forma consolidated statement of operations for the six months ended
February 28, 2005 that combines the unaudited results of operations of
FDVI from the six-month period of September 1, 2004 to February 28, 2005
with CSM's results of operations for the six-month period of September 1,
2004 to February 28, 2005...............................................4
Notes to Pro forma Consolidated Financial Statements......................5
(c) Exhibits
Exhibit Number Description
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Exhibit 7.1 Audited Consolidated Financial Statements of CSM, Inc. and
Subsidiaries for the Year Ended December 31, 2004
Exhibit 7.2 Unaudited Interim Consolidated Financial Statements of CSM, Inc.
and Subsidiaries for the Three-Months Ended March 31, 2005
Exhibit 7.3 Pro forma financial information of the consolidated financial
statements of Fortune Diversified Industries, Inc. and CSM, 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.
By: /s/ Amy E. Gallo
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Amy E. Gallo, principal
financial officer (Controller)
DATE: June 20, 2005
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