Item 2.01 Completion of Acquisition or Disposition of Assets.
On August 14, 2008, Transcat, Inc. ("Transcat") acquired Westcon, Inc.
("Westcon") pursuant to an Agreement and Plan of Merger (the "Merger Agreement")
with Westcon and its sole shareholder, David Goodhead.
Under the terms of the Merger Agreement, Transcat agreed to pay a working
capital adjustment to the purchase price in an amount, if any, by which the
closing date net working capital exceeded zero. The parties have determined that
the closing date net working capital is $1.0 million, which amount will be paid
by Transcat to David Goodhead in November 2008.
Transcat hereby amends its Current Report on Form 8-K, filed with the Securities
and Exchange Commission on August 18, 2008, to update its report of the
transaction and to include the financial statements and pro forma financial
information required under Item 9.01of Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Independent Auditors' Report
Statement of Operations for the Year Ended June 30, 2008
Balance Sheet as of June 30, 3008
Statement of Cash Flows for the Year Ended June 30, 2008
Statement of Stockholders Equity for the Year Ended June 30, 2008
Notes to Financial Statements
(b) Pro forma Financial Information.
Unaudited Pro Forma Combined Balance Sheet as of June 28, 2008
Unaudited Pro Forma Combined Statement of Operations for the Fiscal Year
Ended March 29, 2008
Unaudited Pro Forma Combined Statement of Operations for the Three Months
Ended June 28, 2008
Notes to Unaudited Pro Forma Combined Financial Statements
(c) Exhibits.
See Index to Exhibits.
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