Amended Current Report Filing (8-k/a)
04 June 2018 - 9:08PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K/A
Amendment No. 1
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 4, 2018 (May 7, 2018)
NN, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
000-23486
|
|
62-1096725
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
6210 Ardrey Kell Road
Charlotte, North Carolina
|
|
28277
|
(Address of principal executive offices)
|
|
(Zip Code)
|
(980)
264-4300
(Registrants telephone number, including area code)
207 Mockingbird Lane
Johnson City, Tennessee, 37604
(Former name or former address, if changed since last report)
Check the appropriate box 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))
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company. ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
EXPLANATORY NOTE
This Amendment No. 1 (this Amendment) is being filed by NN, Inc. (NN), to provide the financial statements and
pro forma financial information that was not included in the Current Report on Form
8-K
filed by NN on May 7, 2018 (the Original Report), relating to the acquisition of all of the outstanding
capital stock of PMG Intermediate Holding Corporation, a Delaware corporation (PMG), pursuant to the Stock Purchase Agreement, dated April 2, 2018, by and among Precision Engineered Products LLC, a Delaware limited liability
company, PMG, Paragon Equity LLC, a Delaware limited liability company and, solely for the purposes of Article V and Article XI therein, NN.
The sole purpose of this Amendment is to provide the financial statements and pro forma information required by Item 9.01, which were not
included in the Original Report.
Item 9.01.
|
Financial Statements and Exhibits.
|
(a)
|
Financial Statements of Business Acquired
|
The audited financial statements of PMG as of
and for the year ended December 31, 2017, together with the notes thereto and the independent auditors report thereon, are filed as Exhibit 99.1 and are hereby incorporated in this Amendment by reference.
The condensed unaudited consolidated financial statements of PMG as of and for the three months ended March 31, 2018, and the notes
related thereto, are filed as Exhibit 99.2 and are incorporated in this Amendment by reference.
(b)
|
Pro Forma Financial Information
|
NNs and PMGs unaudited pro forma condensed
combined balance sheet as of March 31, 2018, and the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2017 and the three months ended March 31, 2018, and the notes related thereto, are
filed as Exhibit 99.3 and are hereby incorporated in this Amendment by reference.
|
|
|
Exhibit
No.
|
|
Description
|
|
|
23.1
|
|
Consent of RSM US LLP, independent auditors.
|
|
|
99.1
|
|
Audited financial statements of PMG Intermediate Holding Corporation as of and for the year ended December
31, 2017, together with the notes thereto and the independent auditors report thereon.
|
|
|
99.2
|
|
Condensed unaudited consolidated financial statements of PMG Intermediate Holding Corporation as of and for the three months ended March 31, 2018, and the notes related thereto.
|
|
|
99.3
|
|
Unaudited pro forma condensed combined balance sheet of NN, Inc. and PMG Intermediate Holding Corporation as of March
31, 2018, and the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2017 and the three months ended March 31, 2018, and the notes related thereto.
|
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.
|
|
|
|
|
|
|
|
|
|
|
NN, INC.
|
|
|
|
|
Date: June 4, 2018
|
|
|
|
By:
|
|
/s/ Matthew S. Heiter
|
|
|
|
|
|
|
Matthew S. Heiter
|
|
|
|
|
|
|
Senior Vice President, General Counsel
|
NN (NASDAQ:NNBR)
Historical Stock Chart
From Apr 2024 to May 2024
NN (NASDAQ:NNBR)
Historical Stock Chart
From May 2023 to May 2024