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| CCF > SEC Filings for CCF > Form 8-K/A on 12-Sep-2012 | All Recent SEC Filings |
12-Sep-2012
Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibit
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.
(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
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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
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