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RVLT > SEC Filings for RVLT > Form 8-K/A on 22-Mar-2013All Recent SEC Filings

Show all filings for REVOLUTION LIGHTING TECHNOLOGIES, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K/A for REVOLUTION LIGHTING TECHNOLOGIES, INC.


22-Mar-2013

Financial Statements and Exhibits


Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired. The following financial statements of Seesmart Technologies, Inc. and its subsidiaries are attached hereto as Exhibits 99.1 and 99.2 and are incorporated in their entirety into this Item 9.01(a) by reference:

(1) audited balance sheets as of December 31, 2010 and 2011, audited statements of operations, audited statements of stockholders deficit and audited statements of cash flows for the years ended December 31, 2010 and 2011, with a report by KPMG LLP; and

(2) unaudited condensed balance sheets as of September 30, 2012 and December 31, 2011, unaudited condensed statements of operations, unaudited condensed statements of stockholders' deficit and unaudited condensed statements of cash flows for the nine months ended September 30, 2012 and 2011, in each case prepared in accordance with accounting principles generally accepted in the United States of America as they apply to interim financial statements.

(b) Pro Forma Financial Information. The unaudited pro forma condensed consolidated financial information of RVLT as of and for the nine months ended September 30, 2012 and for the year ended December 31, 2011 is attached hereto as Exhibit 99.3 and is incorporated in its entirety into this Item 9.01(b) by reference. The unaudited pro forma condensed consolidated financial information is a presentation of historical results with accounting adjustments necessary to reflect the estimated pro forma effect of RVLT's acquisition of Seesmart Technologies, Inc. on the financial position and results of operations of RVLT and is presented for informational purposes only. The unaudited pro forma condensed consolidated financial information does not reflect the effects of any anticipated changes to be made by RVLT to the operations of the combined companies, including synergies and cost savings and does not include one time charges expected to result from the Merger. The unaudited pro forma condensed consolidated financial information should not be construed to be indicative of RVLT's future results of operations or financial position.

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(d) Exhibits

Exhibit
No.          Description

 2.1         Agreement and Plan of Merger, dated as of December 1, 2012, by and
             among Revolution Lighting Technologies, Inc., Seesmart Acquisition
             Company, Inc., Seesmart Merger Company, LLC, Seesmart Technologies,
             Inc. and Ken Ames as stockholder representative.*

23.1         Independent Auditors' Consent.

99.1         Financial statements of Seesmart Technologies, Inc. as of December 31,
             2010 and 2011, and for the years ended December 31, 2010 and 2011.

99.2         Unaudited condensed financial statements of Seesmart Technologies,
             Inc. as of September 30, 2012 and December 31, 2011 and the nine
             months ended September 30, 2011 and 2012.

99.3         Unaudited pro forma condensed consolidated financial statements as of
             and for the nine months ended September 30, 2012 and for the year
             ended December 31, 2011.

* Previously filed on December 6, 2012.

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