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| SGMA > SEC Filings for SGMA > Form 8-K/A on 14-Aug-2012 | All Recent SEC Filings |
14-Aug-2012
Completion of Acquisition or Disposition of Assets, Financial State
The current report on Form 8-K/A amends the Current Report on Form 8-K filed by SigmaTron International, Inc. (the "Company") with the Commission on June 4, 2012 (the "Original 8-K") to provide information required by Item 9.01 Financial Statements and Exhibits, of Form 8-K. The information disclosed in the Original 8-K is incorporated herein by reference. As previously reported on the Original 8-K, on May 31, 2012, the Company completed the acquisition of the Acquired Assets (as defined in the Original 8-K) of Spitfire Control, Inc. ("Spitfire")
The material terms and conditions of the Purchase Agreement (as defined in the Original 8-K) entered into by the Company and Spitfire in connection with this transaction are disclosed in the Original 8-K.
The sole purpose of this amendment is to provide the audited, historical financial statements of Spitfire required by Item 9.01 of Form 8-K and the unaudited pro forma financial information required by Item 9.01, which financial statements were not included in the Original 8-K.
(a) Financial Statements of Business Acquired
The following audited and unaudited financial statements of Spitfire are included as Exhibit 99.1 and 99.2 to this current report on Form 8-K/A:
Report of the Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2011 and 2010
Consolidated Statements of Operations for the years ended December 31, 2011 and 2010
Consolidated Statements of Changes in Stockholders' Equity (Deficit) for the years ended December 31, 2011 and 2010
Consolidated Statements of Cash Flows for the years ended December 31, 2011 and 2010
Unaudited Consolidated Balance Sheets as of March 31, 2012 and December 31, 2011
Unaudited Consolidated Statements of Operations for the three-months ended March 31, 2012 and 2011
Unaudited Consolidated Statements of cash Flows for the three months ended March 31, 2012 and 2011
Notes to Consolidated Unaudited Financial Statements March 31, 2012 and 2011
The unaudited pro forma condensed combined financial statements, including a balance sheet as of January 31, 2012 and statements of operations for the nine-month period ended January 31, 2012 and the year ended April 30, 2011, are filed as Exhibit 99.3 to this current report on Form 8-K/A.
(d) Exhibits
Exhibit
Number Description
Exhibit 2.1 * Purchase Agreement between SigmaTron International, Inc., and its
nominees, and Spitfire Control, Inc. ("Spitfire"), dated as of May
31, 2012, is incorporated by reference to Exhibit 2.1 to the
Company's Current Report on Form 8-K filed with the Commission on
June 4, 2012
Exhibit 23.1 Consent of Independent Registered Public Accounting Firm
Exhibit 99.1 Audited Financial Statements of Spitfire
Exhibit 99.2 Unaudited Financial Statements of Spitfire
Exhibit 99.3 Unaudited Pro Forma Condensed Combined Financial Statements
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* Previously filed.
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