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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 1, 2011
API TECHNOLOGIES CORP.
(Exact Name of registrant as specified in its charter)
Commission File Number: 000-29429
| DE | 98-0200798 | |
| (State or other jurisdiction of incorporation) | (IRS Employer Identification No.) | |
| 4705 S. Apopka Vineland Rd. Suite 210, Orlando, FL | 32819 | |
| (Address of principal executive offices) | (zip code) | |
(407) 909-8015
(Registrant’s telephone number, including area code)
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Explanatory Note
API Technologies Corp. (“API” or the “Company”) filed a report on Form 8-K on June 6, 2011 (the “June 8-K”) to report the completion of its acquisition of Spectrum Control, Inc. by the merger of a wholly-owned subsidiary of API with and into Spectrum. In response to parts (a) and (b) of Item 9.01 of the June 8-K, API stated that it intended to file the required financial statements and pro forma financial information. By this amendment to the June 8-K, API is providing the required financial statements and pro forma financial information. The information previously reported in the June 8-K is hereby incorporated by reference into this Form 8-K/A.
CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS
Information set forth in this filing contains financial estimates and other forward-looking statements that are subject to risks and uncertainties, and actual results may differ materially. A discussion of factors that may affect future results is contained in API’s filings with the Securities and Exchange Commission. API disclaims any obligation to update or revise statements contained in this filing based on new information or otherwise.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Financial Statements of Business Acquired. |
The unaudited interim financial statements of Spectrum for the three months ended February 28, 2011, previously filed by Spectrum on Form 10-Q with the SEC on March 30, 2011, are filed as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated by reference herein.
The audited consolidated financial statements of Spectrum as of November 30, 2009 and 2010 and for each of the 3 years in the period ended November 30, 2010, previously filed by Spectrum on Form 10-K with the SEC on February 10, 2011, are filed as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated by reference herein.
| (b) | Pro Forma Financial Information. |
The unaudited pro forma financial information, giving effect to the Company’s acquisition of Spectrum, is filed as Exhibit 99.3 to this Current Report on Form 8-K/A and is incorporated by reference herein.
| (d) | Exhibits. |
| Exhibit |
Exhibit Title | |
| 23.1 | Consent of Ernst & Young LLP | |
| 99.1 | Unaudited financial statements of Spectrum as of February 28, 2011, and for the three month periods ended February 28, 2011 and 2010. | |
| 99.2 | Audited financial statements of Spectrum as of November 30, 2009 and 2010, and for each of the three years in the period ended November 30, 2010. | |
| 99.3 | Unaudited pro forma condensed combined financial information. | |
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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.
| Date: July 8, 2011 | API TECHNOLOGIES CORP. | |||||
| By: | /s/ John Freeman | |||||
| John Freeman | ||||||
| Chief Financial Officer | ||||||
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