UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Amendment No. 2
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
August 12, 2005
COHESANT TECHNOLOGIES INC.
(Exact name of registrant as specified in its charger)
1-13484
(Commission File Number)
Delaware 34-1775913
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(State of Incorporation) I.R.S. Employer Identification No.)
5845 W. 82nd Street, Suite 102
Indianapolis, Indiana 46278
(Address of principal executive offices)
(317) 871-7611
(Registrant's telephone number)
EXPLANATORY NOTE
Registrant filed a Current Report on Form 8-K/A on October 28, 2005, to amend
its August 12, 2005 Current Report on Form 8-K to include the items required by
item 9.01 (a) and (b) of Form 8-K. This Current Report on Form 8-K/A is being
filed to include some revisions of the reported numbers, as well as some
corrections of typographical errors that appeared in that report. This amendment
number 2 supersedes and replaces the filing made on October 28, 2005.
ITEM 2.01: COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On August 12, 2005, Cohesant Technologies Inc., filed a Current Report on
Form 8-K announcing that it, through Cohesant Infrastructure Protection and
Renewal of Canada Ltd., 0728487 BC Ltd., and Cohesant Infrastructure Protection
and Renewal LLC, wholly-owned subsidiaries of Cohesant (collectively referred to
as "Cohesant"), acquired substantially all of the assets of 4279 Investments
Ltd., and its subsidiaries, CuraFlo Technologies Inc., Curalease Ltd., CuraFlo
Technologies (Canada) Inc., CuraFlo of BC Inc. (dba West Coast Pipe Restoration
Ltd.), CuraFlo Technologies (USA) Inc., and CuraFlo of the Silicon Valley, Inc.
(collectively referred to as the "CuraFlo Companies"). The acquired assets
include a line of business acquired by the CuraFlo Companies from Xpert
Mechanical and J.K. Lillie Ltd. (the "Affiliate") just prior to the transaction
with Cohesant. The financial statements presented below include consolidated
results of the CuraFlo Companies combined with the results of the Affiliate.
The Company hereby amends its August 12, 2005 Current Report on Form 8-K to
include the items required by item 9.01 (a) and (b) of Form 8-K.
ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
Financial Statements of 4279 Investments Ltd. and Affiliate
o Audited Combined Financial Statements as of November 30, 2004 and
Statements of Income and Retained Earnings and Cash Flows for the
years ended November 30, 2004 and 2003.
o Unaudited Combined Balance Sheet as of May 31, 2005, and
Statement of Operations and Cash Flows for the six months ended
May 31, 2005 and 2004.
(b) Pro Forma Financial Information.
Unaudited Pro Forma Condensed Combined Statement of Operations for the
year ended November 30, 2004 and the six month period ended May 31,
2005.
(c) Exhibits.
Exhibit Description
23.1 Consent of Independent Auditors
99.1 4279 Investments Ltd. and Affiliate Audited Combined Financial
Statements for the years ended November 30, 2004 and 2003.
99.2 4279 Investments Ltd. and Affiliate Unaudited Combined Balance
Sheet as of May 31, 2005, and Statement of Operations and Cash
Flows for the six months ended May 31, 2005 and 2004.
99.3 Unaudited Pro Forma Condensed Combined Statement of Operations for
the year ended November 30, 2004 and the six months ended May 31,
2005.
SIGNATURE
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.
COHESANT TECHNOLOGIES INC.
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(Registrant)
Dated: October 31, 2005 By: /s/ Robert W. Pawlak
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Robert W. Pawlak,
Chief Financial Officer