SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 29, 2004
GLOBAL SIGNAL INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
Commission File Number 001-32168
65-0652634
(I.R.S. Employer Identification No.)
301 North Cattlemen Road
Suite 300
Sarasota, Florida
(Address of principal executive offices)
34232
(Zip Code)
(941) 364-8886
(Registrant's telephone number)
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 (see General Instruction A.2. below):
[ ] 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))
Item 9.01. Financial Statements and Exhibits.
On November 4, 2004, Global Signal Inc. (the "Company") filed a
Current Report on Form 8-K in connection with its acquisition, through its
wholly owned subsidiary, Pinnacle Towers Acquisition LLC, of the first 163 of a
total of 237 communications sites to be acquired from Lattice Communications,
LLC, pursuant to the previously disclosed Asset Purchase Agreement between
Pinnacle Towers Acquisition LLC, as purchaser, and Lattice Communications, LLC,
as seller, dated July 29, 2004 (the "Lattice Acquisition").
As of January 11, 2005, the Company has completed the acquisition of
225 of the 237 communications sites, and expects to complete the acquisition of
the remaining communications sites by the end of the first quarter of 2005.
Pursuant to Item 9.01 of Form 8-K, set forth below are the Financial
Statements and Pro Forma Financial Information relating to the Lattice
Acquisition. Such information should be read in conjunction with the Company's
Current Report on Form 8-K, dated October 29, 2004 and filed November 4, 2004,
relating to the acquisition. The completion of the acquisition of the remaining
12 sites is subject to customary conditions, for which there is a remaining
purchase price of $5.4 million associated therewith.
(a) Financial Statements of Business Acquired.
The statements of revenue and certain expenses of the Lattice
Acquisition for the nine months ended September 30, 2004 and the year ended
December 31, 2003 required by this item are attached hereto as exhibit 20.1.
(b) Pro Forma Financial Information.
The unaudited pro forma financial information as of September 30, 2004
and for the year ended December 31, 2003 and the nine month period ended
September 30, 2004 required by this item are attached hereto as exhibit 20.2.
(c) Exhibits
The following material is filed as an exhibit to this Amendment to
Current Report on Form 8-K/A.
2.1 Asset Purchase Agreement by and between Lattice Communications, LLC
and Pinnacle Towers Acquisition LLC, dated July 29, 2004*+
20.1 Statements of Revenue and Certain Expenses of Lattice Acquisition**
20.2 Pro Forma Condensed Consolidated Financial Statements of Global Signal
Inc.
23.1 Consent of Independent Registered Certified Public Accounting Firm
* Previously filed as an exhibit to the Company's Form 10-Q for the quarter
ended June 30, 2004 filed with the Securities and Exchange Commission on August
13, 2004 and is incorporated by reference in this amendment to the Current
Report on Form 8-K dated October 29, 2004.
** Previously filed as pages F-84 to F-87 of the Company's Registration
Statement on Form S-11 No. 333-121576 filed with the Securities and Exchange
Commission on December 23, 2004 and is incorporated by reference in this
amendment to the Current Report on Form 8-K dated October 29, 2004.
+ Certain information omitted pursuant to a request for confidential treatment
filed separately with the Securities and Exchange Commission.
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.
GLOBAL SIGNAL INC.
(Registrant)
/s/ Ronald G. Bizick, II
______________________________
Ronald G. Bizick, II
Executive Vice President of
Corporate Development and
Operations
Date: January 12, 2005
EXHIBIT INDEX
Exhibit
Number Exhibit
- ------ -------
2.1 Asset Purchase Agreement by and between Lattice Communications, LLC
and Pinnacle Towers Acquisition LLC, dated July 29, 2004*+
20.1 Statements of Revenue and Certain Expenses of Lattice Acquisition**
20.2 Pro Forma Condensed Consolidated Financial Statements of Global Signal
Inc.
23.1 Consent of Independent Registered Certified Public Accounting Firm
* Previously filed as an exhibit to the Company's Form 10-Q filed with the
Securities and Exchange Commission on August 13, 2004 and is incorporated by
reference in this amendment to the Current Report on Form 8-K dated October 29,
2004.
** Previously filed as pages F-84 to F-87 of the Company's Registration
Statement on Form S-11 filed with the Securities and Exchange Commission on
December 23, 2004 and is incorporated by reference in this amendment to the
Current Report on Form 8-K dated October 29, 2004.
+ Certain information omitted pursuant to a request for confidential treatment
filed separately with the Securities and Exchange Commission.