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CCF > SEC Filings for CCF > Form 8-K/A on 12-Sep-2012All Recent SEC Filings

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Form 8-K/A for CHASE CORP


12-Sep-2012

Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibit


Item 2.01 - Completion of Acquisition or Disposition of Assets

On July 3, 2012, Chase Corporation filed a Form 8-K (the "Initial Report") reporting the June 27, 2012 completion of the acquisition of NEPTCO Holdings, Inc. pursuant to the Agreement and Plan of Merger dated as of June 27, 2012 among Chase Corporation, NEPTCO Holdings, Inc. and NEPTCO Acquisition Corp. As contemplated by Items 9.01(a) and 9.01(b) of Form 8-K, this Current Report on Form 8-K/A amends the Initial Report to include the historical and pro forma financial statements as required in connection with the transaction. This amendment makes no other amendment to the Initial Report.



Item 9.01 - Financial Statements and Exhibits

(a) Financial Statements of Business Acquired

The unaudited condensed consolidated balance sheet of NEPTCO Incorporated and Subsidiaries as of March 30, 2012 and related condensed consolidated statements of operations and cash flows for the three month periods ended March 30, 2012, and April 1, 2011, and notes related thereto, are filed as Exhibit 99.3 hereto and incorporated by reference herein.

The audited consolidated balance sheets of NEPTCO Incorporated and Subsidiaries as of December 30, 2011 and December 31, 2010, and related consolidated statements of operations, stockholders' deficit and cash flows for the years ended December 30, 2011, December 31, 2010 and January 1, 2010, and notes related thereto, are filed as Exhibit 99.2 hereto and incorporated by reference herein.

(b) Pro Forma Financial Information

Chase Corporation and NEPTCO Incorporated and Subsidiaries unaudited pro forma condensed combined balance sheet as of May 31, 2012, the unaudited pro forma condensed combined statements of operations for the nine months ended May 31, 2012 and the fiscal year ended August 31, 2011, and accompanying notes, are filed as Exhibit 99.4.

Exhibit No.                                Description

2.1*          Agreement and Plan of Merger dated as of June 27, 2012 by and among
              NEPTCO Holdings, Inc., Chase Corporation and NEPTCO Acquisition Corp.

10.1*         Credit Agreement dated as of June 27, 2012 by and among Chase
              Corporation, NEPTCO Incorporated, Bank of America, N.A. and the
              Guarantors and Lenders party thereto

23.1          Consent of Ernst & Young LLP, Independent Public Accounting Firm of
              NEPTCO Incorporated and Subsidiaries.

99.1*         Press release issued by Chase Corporation on July 27, 2012 announcing
              its acquisition of NEPTCO Incorporated and Subsidiaries

99.2          The unaudited condensed consolidated balance sheet of NEPTCO
              Incorporated and Subsidiaries as of March 30, 2012 and related
              condensed consolidated statements of operations and cash flows for the
              three month periods ended March 30, 2012, and April 1, 2011, and notes
              thereto

99.3          The audited consolidated balance sheets of NEPTCO Incorporated and
              Subsidiaries as of December 30, 2011 and December 31, 2010, and
              related consolidated statements of operations, stockholders' deficit
              and cash flows for the years ended December 30, 2011, December 31,
              2010 and January 1, 2010 and notes thereto

99.4          Chase Corporation and NEPTCO Incorporated and Subsidiaries unaudited
              pro forma condensed


combined balance sheet as of May 31, 2012, the unaudited pro forma condensed combined statements of operations for the nine months ended May 31, 2012, and the fiscal year ended August 31, 2011, and accompanying notes



* Previously filed as the same numbered exhibit to the Initial Report

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