Attached files
| file | filename |
|---|---|
| EX-23.1 - EX-23.1 - Essex Rental Corp. | v210746_ex23-1.htm |
| EX-99.2 - EX-99.2 - Essex Rental Corp. | v210746_ex99-2.htm |
| EX-99.1 - EX-99.1 - Essex Rental Corp. | v210746_ex99-1.htm |
| EX-99.3 - EX-99.3 - Essex Rental Corp. | v210746_ex99-3.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): November 24,
2010
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Essex Rental Corp.
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(Exact
name of registrant as specified in
charter)
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Delaware
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000-52459
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20-5415048
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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1110 Lake Cook Road, Suite 220, Buffalo Grove,
Illinois
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60089
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(Address of principal executive
offices)
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(Zip
Code)
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Registrant’s
telephone number, including area
code: 847-215-6502
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(Former
name or former address, if changed since last
report.)
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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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13a-4(c))
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EXPLANATORY
NOTE
This Current Report on Form 8-K/A
amends the Form 8-K filed by Essex Rental Corp. (“Essex”) with the Securities
and Exchange Commission on December 1, 2010 (the “Initial 8-K”), announcing the
completion of the acquisition (the “Acquisition”) of the assets of Coast Crane
Company (“Coast”) by CC Bidding Corp. (“CCBC”), a Delaware corporation and an
indirect wholly-owned subsidiary of Essex. Following the completion of the
Acquisition, CCBC changed its name to “Coast Crane Company”.
As permitted under Items 9.01(a)(4) and
9.01(b)(2) of Form 8-K, the Initial 8-K did not include certain financial
statements and pro forma financial information. Essex is filing this amendment
to provide the (i) historical audited and unaudited financial information of
Coast and certain affiliates and related entities and (ii) unaudited pro forma
financial information of Essex, in each case, required to be filed under Item
9.01 of Form 8-K in connection with the Acquisition.
Item
2.01 Completion of Acquisition or Disposition of Assets.
This Form 8-K/A amends the Initial 8-K
to include the financial statements, financial information and pro forma
financial information required by Item 9.01 pertaining to the Acquisition. The
information previously reported in the Initial 8-K is hereby incorporated by
reference into this Form 8-K/A.
Item 9.01
Financial Statements and Exhibits.
(a) Financial
Statements of Business Acquired
The
following financial statements of NCA Crane Parent, Inc. and Subsidiaries are
being filed with this report as Exhibit 99.1:
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·
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Independent
Auditor’s Report of Ernst & Young
LLP;
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·
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Consolidated
Balance Sheets as of March 31, 2010 and March 31,
2009;
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·
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Consolidated
Statements of Operations for the fiscal years ended March 31, 2010 and
2009 and for the period from May 19, 2007 to March 31,
2008;
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·
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Consolidated
Statements of Cash Flows for the fiscal years ended March 31, 2010 and
2009 and for the period from May 19, 2007 to March 31,
2008;
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·
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Consolidated
Statements of Stockholders’ (Deficit) Equity and Comprehensive Loss for
the fiscal years ended March 31, 2010 and 2009 and for the period from May
19, 2007 to March 31, 2008; and
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·
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Notes
to Consolidated Financial
Statements.
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The
following unaudited financial statements of Coast Crane Company and Subsidiary
are being filed with this report as Exhibit 99.2:
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·
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Unuadited
Consolidated Balance Sheets as of September 30, 2010 and
2009;
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·
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Unaudited
Consolidated Statements of Operations for the six months ended September
30, 2010 and 2009;
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·
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Unaudited
Consolidated Statements of Cash Flows for the six months ended September
30, 2010 and 2009; and
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·
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Notes
to the Unaudited Consolidated Financial
Statements.
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(b) Pro
Forma Financial Information
The
following unaudited pro forma condensed financial information is being filed
with this report as Exhibit 99.3:
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·
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Unaudited
Pro Forma Consolidated Balance Sheet as of September 30,
2010;
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·
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Unaudited
Pro Forma Consolidated Statement of Operations for the nine months ended
September 30, 2010;
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·
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Unaudited
Pro Forma Consolidated Statement of Operations for the year ended December
31, 2009; and
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·
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Notes
to Unaudited Pro Forma Consolidated Financial
Statements.
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The
unaudited pro forma consolidated financial information is presented for
informational purposes only. The pro forma data is not necessarily indicative of
what Essex’s financial position or results of operations actually would have
been had Essex completed the acquisition as of the dates indicated. In addition,
the unaudited pro forma condensed consolidated financial information does not
purport to project the future financial position or operating results of the
consolidated company.
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Exhibit No.
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Description
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23.1
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Consent
of Ernst & Young LLP
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99.1
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Audited
consolidated financial statements of NCA Crane Parent, Inc. and
Subsidiaries
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99.2
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Unaudited
consolidated financial statements of Coast Crane Company and
Subsidiary
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99.3
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Unuadited
pro forma consolidated financial information of Essex Rental
Corp.
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SIGNATURE
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.
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ESSEX
RENTAL CORP.
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Date:
February 10, 2011
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By:
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/s/ Martin A. Kroll
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Name:
Martin A. Kroll
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Title:
Chief Financial
Officer
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