Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): August 26, 2011 (June 14, 2011)
SOLERA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33461 | 26-1103816 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
7 Village Circle, Suite 100
Westlake, TX 76262
(Address of principal executive offices, including Zip Code)
(817) 961-2100
(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
On June 14, 2011, Solera Holdings, Inc. (the “Company”) filed a Form 8-K to report that it had closed its acquisition of Explore Information Services, LLC (“Explore”). This Form 8-K/A is being filed to provide the financial statements described under Item 9.01 below. These financial statements are filed as exhibits 99.1, 99.2 and 99.3 to this Form 8-K/A.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The required audited financial statements of Explore as of September 30, 2010 and for the year then ended are attached hereto as Exhibit 99.1 and are incorporated in their entirety herein by reference.
The required unaudited financial statements of Explore as of March 31, 2011 and for the six months ended March 31, 2011 and 2010 are attached hereto as Exhibit 99.2 and are incorporated in their entirety herein by reference.
(b) Pro Forma Financial Information
The required unaudited pro forma condensed combined financial information (i) as of and for the nine months ended March 31, 2011 and (ii) for the twelve months ended June 30, 2010 are attached hereto as Exhibit 99.3 and are incorporated in their entirety herein by reference.
(d) Exhibits
The list of exhibits in the Exhibit Index to this report is incorporated herein by reference.
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.
| SOLERA HOLDINGS, INC. | ||||||
| /S/ JASON BRADY | ||||||
| Date: August 26, 2011 | Name: | Jason Brady | ||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||
EXHIBIT INDEX
| Exhibit |
Description | |||
| 23.1 | Consent of PricewaterhouseCoopers LLP, independent auditors. | |||
| 99.1 | Audited financial statements of Explore Information Services, LLC as of and for the year ended September 30, 2010. | |||
| 99.2 | Unaudited condensed financial statements of Explore Information Services, LLC as of March 31, 2011 and September 30, 2010, and for the three and six months ended March 31, 2011 and 2010. | |||
| 99.3 | Unaudited pro forma condensed combined financial information of Solera Holdings, Inc. and Explore Information Services, LLC as of and for the nine months ended March 31, 2011 and for the twelve months ended June 30, 2010. | |||