Attached files
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EX-99.1 - EX-99.1 - EDAC TECHNOLOGIES CORP | c54811exv99w1.htm |
EX-99.2 - EX-99.2 - EDAC TECHNOLOGIES CORP | c54811exv99w2.htm |
EX-23.1 - EX-23.1 - EDAC TECHNOLOGIES CORP | c54811exv23w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(Amendment No. 3)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 27, 2009
EDAC TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in Charter)
Wisconsin | 001-33507 | 39-1515599 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1806 New Britain Avenue, Farmington, CT 06032 | ||
(Address of Principal Executive Offices) (Zip Code) |
Registrants telephone number, including area code: 860-677-2603
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 9.01. Financial Statements and Exhibits | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
EX-23.1 | ||||||||
EX-99.1 | ||||||||
EX-99.2 |
Table of Contents
Explanatory Note
This Amendment No. 3 on Form 8-K/A to the EDAC Technologies Corporation (EDAC) Form 8-K
originally filed with the Securities and Exchange Commission (SEC) on May 29, 2009 (the Initial
8-K) is being filed to revise certain financial information included in the first amendment to the
Initial 8-K filed with the SEC on August 12, 2009 (the First Amendment), and the second amendment
to the Initial 8-K filed with the SEC on September 24, 2009 (the Second Amendment) in connection
with EDACs acquisition of the assets and the assumption of certain liabilities of MTU Aero Engines
North America, Incs Manufacturing Business Unit. The revised financial information included in
this Amendment No. 3 also addresses certain comments set forth
in the SECs comment letters to EDAC
dated November 5, 2009 and December 9, 2009 regarding the financial information included in the Second Amendment.
Specifically, the purpose of this Amendment No. 3 is to revise the following financial
information:
Audited Financial Statements as of and for the Years Ended December 31, 2008 and 2007.
A
complete set of the MTU Aero Engines North America, Incs
Manufacturing Business Unit Audited Financial Statements as of and for the Years Ended December 31,
2008 and 2007 is filed herewith as Exhibit 99.1. As previously disclosed in the Second Amendment,
certain revisions were made to the following notes to the MTU Aero Engines North America, Incs
Manufacturing Business Unit Audited Financial Statements as of and
for the Years Ended December 31, 2008 and 2007 filed on Exhibit 99.1 to the First Amendment: Note
A Organization and Business and Significant Accounting Policies and Note E Related Third
Party Transactions. The revisions include disclosures required by SAB Topic 1:B:1, disclosures of
managements estimate of what expenses would have been on a stand alone basis as if MTU Aero Engines North America, Incs
Manufacturing Business Unit had operated as an unaffiliated entity, and an analysis of the intercompany activity impacting
the Due to MTU Munich account for each period presented.
Unaudited
Pro-Forma Consolidated Statements of Operations for the Three Month Period Ended April 4, 2009 and the
Fiscal Year Ended January 3, 2009, and Unaudited Pro Forma
Consolidated Balance Sheet as of April 4, 2009.
Certain
revisions were made to the following note to the EDAC Technologies
Corporation Unaudited Pro-Forma Consolidated Statements of
Operations for the Three Month Period Ended April 4, 2009 and
the EDAC Technologies Corporation Fiscal Year Ended January 3,
2009, and EDAC Technologies Corporation Unaudited Pro Forma Consolidated Balance Sheet as of April 4, 2009 filed on Exhibit 99.2 to the Second
Amendment: Note 2. The revisions include clarification of
the reasons for the increase in Net Plant, Property and Equipment and
the decrease in depreciation expense.
A
complete set of the EDAC Technologies Corporation Unaudited Pro-Forma Consolidated Statements of Operations for the Three Month Period
Ended April 4, 2009 and the Fiscal Year Ended January 3,
2009, and EDAC Technologies Corporation Unaudited Pro Forma Consolidated Balance
Sheet as of April 4, 2009 is filed herewith as Exhibit 99.2.
Table of Contents
Section 9Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
(1) Audited
financial statements of MTU Aero Engines North America, Incs
Manufacturing Business Unit as of and for the years ended December 31, 2008 and 2007.
The following exhibit is included herewith:
Exhibit No. | Description | |
99.1
|
Audited Financial Statements of MTU Aero Engines North America, Incs Manufacturing Business Unit as of and for the years ended December 31, 2008 and December 31, 2007. |
(b) Pro forma financial information.
(1) Unaudited pro forma balance sheet as of April 4, 2009
(2) Unaudited
pro forma statements of operations for the year ended January 3, 2009 and the
three month period ended April 4, 2009
(3) Notes to the unaudited pro forma financial information
The following exhibit is included herewith:
Exhibit No. | Description | |
99.2
|
EDAC Technologies Corporation Unaudited pro-forma Consolidated Statements of Operations for the three month period ended April 4, 2009 and the year ended January 3, 2009, and EDAC Technologies Corporation unaudited pro forma Consolidated Balance Sheet as of April 4, 2009. |
(d) Exhibits.
The following exhibits are included herewith:
Exhibit No. | Description | |
23.1
|
Consent of CCR LLP, independent registered public accounting firm. | |
99.1
|
Audited Financial Statements of MTU Aero Engines North America, Incs Manufacturing Business Unit as of and for the years ended December 31, 2008 and December 31, 2007. | |
99.2
|
EDAC Technologies Corporation Unaudited pro forma Consolidated Statements of Operations for the three month period ended April 4, 2009 and the year ended January 3, 2009, and unaudited pro forma Consolidated Balance Sheet as of April 4, 2009. |
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
EDAC TECHNOLOGIES CORPORATION |
||||
Date: January 22, 2009 | By: | /s/ Glenn L. Purple | ||
Vice President-Finance and Chief | ||||
Financial Officer |
Table of Contents
EXHIBIT INDEX
Exhibit No. | Description | |
23.1
|
Consent of CCR LLP, independent registered public accounting firm. | |
99.1
|
Audited Financial Statements of MTU Aero Engines North America, Incs Manufacturing Business Unit as of and for the years ended December 31, 2008 and December 31, 2007. | |
99.2
|
EDAC Technologies Corporation Unaudited pro forma Consolidated Statements of Operations for the three month period ended April 4, 2009 and the year ended January 3, 2009, and unaudited pro forma Consolidated Balance Sheet as of April 4, 2009. |