Attached files
file | filename |
---|---|
EX-99.1 - EX-99.1 - INSTEEL INDUSTRIES INC | g26679exv99w1.htm |
EX-99.2 - EX-99.2 - INSTEEL INDUSTRIES INC | g26679exv99w2.htm |
EX-23.1 - EX-23.1 - INSTEEL INDUSTRIES INC | g26679exv23w1.htm |
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
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): November 19, 2010
Commission File Number 1-9929
Insteel Industries, Inc.
(Exact name of registrant as specified in its charter)
North Carolina | 56-0674867 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) | |
1373 Boggs Drive, Mount Airy, North Carolina | 27030 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (336) 786-2141
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
As previously reported in a Current Report on Form 8-K under Items 2.01, 2.03 and 9.01 filed
by Insteel Industries, Inc. (the Company) on November 22, 2010 (the Form 8-K), on November 19,
2010, the Company, through its wholly-owned subsidiary, Insteel Wire Products Company (together
referred to as Insteel), entered into and consummated an Asset Purchase Agreement (the
Agreement) with Ivy Steel & Wire, Inc. (Ivy) pursuant to which Insteel purchased certain assets
for a purchase price of $51.1 million, subject to certain post-closing adjustments. In accordance
with Items 9.01(a) and (b) of Form 8-K, the Company filed Amendment No. 1 to the Form 8-K
(Amendment No. 1) on February 4, 2011 to include audited historical financial information for Ivy
and unaudited pro forma condensed combined information for the Company.
The Company is filing this Amendment No. 2 to the Form 8-K (Amendment No. 2) to reflect
comments received from the Staff of the Securities and Exchange Commission (the Staff) relating
to the unaudited pro forma condensed combined balance sheet of the Company as of October 2, 2010
and the unaudited pro forma condensed combined statement of operations of the Company for the year
ended October 2, 2010 (the Pro Forma Financial Information), which was originally filed as
Exhibit 99.2 to Amendment No. 1. The Pro Forma Financial Information, as revised to reflect the
Staffs comments, is attached hereto as Exhibit 99.2. The audited financial statements of Ivy and
the notes related thereto for the fiscal years ended December 27, 2008 and December 26, 2009 and
the nine-month period ended September 25, 2010 (the Ivy Audited Financial Statements) remain
unchanged from what was filed as Exhibit 99.1 to Amendment No. 1, but are refiled and attached
hereto as Exhibit 99.1. A newly issued consent of the independent auditor with respect to the Ivy
Audited Financial Statements is attached hereto as Exhibit 23.1. Other than as set forth above,
Amendment No. 2 does not amend any other Items of the Form 8-K or Amendment No. 1.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.
The combined balance sheets of Ivy as of September 25, 2010 and December 26, 2009 and the
combined statements of operations and changes in owners net investment of Ivy for the nine-month
period ended September 25, 2010 and the fiscal years ended December 26, 2009 and December 27, 2008,
and the notes related thereto, are filed as Exhibit 99.1 to this Amendment No. 2 and are
incorporated herein by reference.
(b) Pro Forma Financial Information.
In accordance with Item 9.01(b) of Form 8-K, the unaudited pro forma condensed combined
information required pursuant to Article 11 of Regulation S-X is filed as Exhibit 99.2 to this
Amendment No. 2 and is incorporated herein by reference.
(d) Exhibits.
Exhibit No. | Description | |||
23.1 | Consent of Ernst & Young LLP, independent auditor, with
respect to the audited combined financial statements of Ivy
Steel & Wire and the accounts of Pilot Steel, collectively
referred to as the Ivy Division of MMI Products, Inc. for the
nine-month period ended September 25, 2010 and the fiscal
years ended December 26, 2009 and December 27, 2008. |
|||
99.1 | Audited combined financial statements of Ivy Steel & Wire and
the accounts of Pilot Steel, collectively referred to as the
Ivy Division of MMI Products, Inc. for the nine-month period
ended September 25, 2010 and the fiscal years ended December
26, 2009 and December 27, 2008. |
|||
99.2 | Unaudited pro forma condensed combined balance sheet of
Insteel Industries, Inc. as of October 2, 2010, and the
unaudited pro forma condensed combined statement of operations
of Insteel Industries, Inc. for the year ended October 2,
2010. |
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 thereunto duly authorized.
INSTEEL INDUSTRIES, INC. Registrant |
||||
Date: March 31, 2011 | By: | /s/ Michael C. Gazmarian | ||
Michael C. Gazmarian | ||||
Vice President, Chief Financial Officer and Treasurer |
Table of Contents
EXHIBIT INDEX
Exhibit No. | Description | |||
23.1 | Consent of Ernst & Young LLP, independent auditor, with
respect to the audited combined financial statements of Ivy
Steel & Wire and the accounts of Pilot Steel, collectively
referred to as the Ivy Division of MMI Products, Inc. for the
nine-month period ended September 25, 2010 and the fiscal
years ended December 26, 2009 and December 27, 2008. |
|||
99.1 | Audited combined financial statements of Ivy Steel & Wire and
the accounts of Pilot Steel, collectively referred to as the
Ivy Division of MMI Products, Inc. for the nine-month period
ended September 25, 2010 and the fiscal years ended December
26, 2009 and December 27, 2008. |
|||
99.2 | Unaudited pro forma condensed combined balance sheet of
Insteel Industries, Inc. as of October 2, 2010, and the
unaudited pro forma condensed combined statement of operations
of Insteel Industries, Inc. for the year ended October 2,
2010. |