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| DXPE > SEC Filings for DXPE > Form 8-K/A on 12-Nov-2008 | All Recent SEC Filings |
12-Nov-2008
Completion of Acquisition or Disposition of Assets, Financial Statements an
As previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission on August 29, 2008 (the "Initial Form 8-K"), on August 28, 2008, the Registrant completed its acquisition of 100% of the outstanding equity securities of Vertex Corporate Holdings, Inc. ("Vertex") from the stockholders (the "Sellers") of Vertex, pursuant to a Stock Purchase Agreement (the "Agreement") among the Registrant and the Sellers dated as of August 28, 2008. The Initial Form 8-K is incorporated by reference herein.
The purchase price paid on August 28, 2008 ($67,000,000, including estimated acquisition costs) is subject to post closing adjustments based on the "Closing Working Capital" (as defined in the Agreement) of the acquired business at August 28, 2008.
This Form 8-K/A is being filed to amend Item 9.01 of the Initial Form 8-K. This amendment provides the audited historical financial statements of the business acquired as required by Item 9.01(a) and the unaudited pro forma financial information required by 9.01(b), which financial statements and information were not included in the Initial Form 8-K pursuant to applicable regulation.
(a) Financial Statements of Business Acquired
The required audited financial statements of Vertex as of May 3, 2008 and April 28, 2007 and for the years ended May 3, 2008 and April 28, 2007 are attached hereto as Exhibit 99.1 and are incorporated by reference herein.
The required unaudited interim financial statements of Vertex as of July 5, 2008 and June 30, 2007 and for the six months ended July 5, 2008 and June 30, 2007 are attached hereto as Exhibit 99.2 and are incorporated by reference herein.
(b) Pro Forma Financial Information
The required pro forma financial information of the Registrant as of and for the six months ended June 30, 2008 and the year ended December 31, 2007 is attached hereto as Exhibit 99.3 and is incorporated by reference herein.
(d) Exhibits.
Exhibit 10.1 Definitive Agreement, dated as of August 28, 2008, whereby DXP Enterprises entered into an agreement to acquire Vertex, (incorporated by reference to the Registrant's Current Report on Form 8-K filed August 29, 2008).
Exhibit 99.1 Consolidated audited financial statements of Vertex as of May 3, 2008 and April 28, 2007 and for the years ended May 3, 2008 and April 28, 2007.
Exhibit 99.2Consolidated interim financial statements of Vertex as of July 5, 2008 and June 30, 2007 and for the six months ended July 5, 2008 and June 30, 2007.
Exhibit 99.3Pro forma financial information of the registrant as of and for the six months ended June 30, 2008 and the year ended December 30, 2007.
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