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SGMA > SEC Filings for SGMA > Form 8-K/A on 14-Aug-2012All Recent SEC Filings

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Form 8-K/A for SIGMATRON INTERNATIONAL INC


14-Aug-2012

Completion of Acquisition or Disposition of Assets, Financial State


Item 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

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.



Item 9.01 FINANCIALS STATEMENTS AND EXHIBITS

(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


Notes to Consolidated Financial Statements 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



(b) Pro Forma Financial Information

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

* Previously filed.


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