Attached files
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EX-99.1 - EXHIBIT 99.1 - NBC ACQUISITION CORP | c25407exv99w1.htm |
EX-99.2 - EXHIBIT 99.2 - NBC ACQUISITION CORP | c25407exv99w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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 28, 2011
NBC Acquisition Corp.
(Exact name of registrant as specified in its charter)
Delaware | 333-48225 | 47-0793347 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
4700 South 19th Street Lincoln, NE |
68501-0529 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (402) 421-7300
(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)) |
Item 7.01. Regulation FD Disclosure.
As previously disclosed, on June 27, 2011, NBC Acquisition Corp., a Delaware corporation (the
Company), Nebraska Book Company, Inc., a wholly owned subsidiary of the Company (Nebraska
Book), NBC Holdings Corp., the parent of the company (NBC Holdings), and the subsidiaries of
Nebraska Book (collectively, with the Company, Nebraska Book and NBC Holdings, the Debtors),
filed voluntary petitions for reorganization relief under chapter 11 of the United States
Bankruptcy Code (the Bankruptcy Code) in the United States Bankruptcy Court for the District of
Delaware (the Court). The reorganization cases are being jointly administered as Case No.
11-12005 under the caption In re Nebraska Book Company, Inc., et al. (hereinafter referred to as
the Chapter 11 Proceedings). The Debtors continue to operate their businesses as
debtors-in-possession under the jurisdiction of the Court and in accordance with the applicable
provisions of the Bankruptcy Code and orders of the Court.
On November 28, 2011, the Debtors filed their updated monthly operating report for the period
from September 1, 2011 to September 30, 2011 (the Updated Monthly Operating Report) with the
Bankruptcy Court. The original monthly operating report for the period from September 1, 2011 to
September 30, 2011 was filed with the Court on October 31, 2011 (the Original Monthly Operating
Report). The Updated Monthly Operating Report includes revised unaudited financial information
for goodwill and other impairment amounts. As with the Original Monthly Operating Report, the
Updated Monthly Operating Report includes deferral of $14.6 million of revenue and $7.8 million of
gross margin for the quarter ended September 30, 2011. The deferred revenue and gross margin will
be fully recognized during the quarter ended December 31, 2011. The Updated Monthly Operating
Report is attached as Exhibit 99.1 and is incorporated herein by reference.
On November 30, 2011, the Debtors filed their monthly operating report for the period from
October 1, 2011 to October 31, 2011 (the Monthly Operating Report) with the Bankruptcy Court.
The monthly operating report includes deferral of $8.8 million of revenue and $4.5 million of gross
margin for the period ended October 31, 2011. The deferred revenue and gross margin will be fully
recognized during the quarter ended December 31, 2011. The Monthly Operating Report is attached as
Exhibit 99.2 and is incorporated herein by reference.
This current report (including the exhibits hereto) will not be deemed an admission as to the
materiality of any information required to be disclosed solely by Regulation FD. In accordance
with General Instruction B.2 of Form 8-K, the information in this Item 7.01 shall not be deemed
filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
Exchange Act), or otherwise subject to the liabilities of that section, nor shall such
information be deemed incorporated by reference in any filing under the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific reference in such a filing.
Cautionary Statement Regarding Financial Operating Data
The Company cautions investors and potential investors not to place undue reliance upon the
information contained in the Updated Monthly Operating Report and the Monthly Operating Report,
which were not prepared for the purpose of providing the basis for an investment decision relating
to any of the securities of the Company. The Updated Monthly Operating Report and the Monthly
Operating Report are limited in scope, cover a limited time period, and have been prepared solely
for the purpose of complying with the monthly reporting requirements of the Bankruptcy Court. The
Updated Monthly Operating Report and the Monthly Operating Report were not audited or reviewed by
independent accountants, were not prepared in accordance with Generally Accepted Accounting
Principles in the United States, are in a format prescribed by applicable bankruptcy laws, and are
subject to future adjustment and reconciliation. There can be no assurance that, from the
perspective of an investor or potential investor in the Companys securities, the Updated Monthly
Operating Report and the Monthly Operating Report are complete. The Updated Monthly Operating
Report and the Monthly Operating Report also contain information for periods which are shorter or
otherwise different from those required in the Companys reports pursuant to the Exchange Act, and
such information might not be indicative of the Companys financial condition or operating results
for the period that would be reflected in the Companys financial statements or in its reports
pursuant to the Exchange Act. Results set forth in the Updated Monthly Operating Report and the
Monthly Operating Report should not be viewed as indicative of future results.
Forward Looking Information
This Current Report on Form 8-K contains forward-looking statements made by the Company
within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements are not guarantees of future results and conditions but rather are subject to various
factors, risks and uncertainties that could cause the Companys actual results to differ materially
from those expressed in these forward-looking statements, including, but not limited to,
| the potential adverse impact of the Chapter 11 proceedings on the Companys business,
financial condition or results of operations, including the Companys ability to maintain
contracts and other customer and vendor relationships that are critical to the Companys
business and the actions and decisions of the Companys creditors and other third parties
with interests in the Companys Chapter 11 proceedings; |
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| the Companys ability to maintain adequate liquidity to fund the Companys operations
during the Chapter 11 proceedings and to fund a plan of reorganization and thereafter,
including obtaining sufficient debtor in possession and exit financing; maintaining
normal terms with the Companys vendors and service providers during the Chapter 11
proceedings and complying with the covenants and other terms of the Companys financing
agreements; |
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| the Companys ability to obtain court approval with respect to motions in the Chapter
11 proceedings prosecuted from time to time and to develop, prosecute, confirm and
consummate one or more plans of reorganization with respect to the Chapter 11 proceedings
and to consummate all of the transactions contemplated by one or more such plans of
reorganization or upon which consummation of such plans may be conditioned; |
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| goodwill impairment or impairment of identifiable intangibles resulting in a non-cash
write down of goodwill or identifiable intangibles; and |
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| other risks detailed in the Companys SEC filings, in particular the Companys Annual
Report on Form 10-K for the fiscal year ended March 31, 2011 and its Quarterly Reports on
Form 10-Q, all of which are difficult or impossible to predict accurately and many of
which are beyond the Companys control. |
Investors and other interested parties can obtain information about the Companys Chapter 11
filing on the Internet at www.nebook.com/info. Court filings and claims information are available
at www.kccllc.net/nbc. Caution should be taken not to place undue reliance on the Companys
forward-looking statements, which represent the Companys view only as of the date of this Current
Report on Form 8-K, and which the Company assumes no obligation to update.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 | Updated Monthly Operating Report for the period from September 1,
2011 to September 30, 2011, filed with the United States Bankruptcy Court for
the District of Delaware |
|||
99.2 | Monthly Operating Report for the period from October 1, 2011 to
October 31, 2011, filed with the United States Bankruptcy Court for the District
of Delaware. |
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.
NBC ACQUISITION CORP. |
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Date: November 30, 2011 | /s/ Amanda L. Towne | |||
Amanda L. Towne | ||||
Chief Accounting Officer (Principal Financial and Accounting Officer) |
EXHIBIT INDEX
Exhibit Number | Description | |||
99.1 | Updated Monthly Operating Report for the period from
September 1, 2011 to September 30, 2011, filed with the
United States Bankruptcy Court for the District of Delaware |
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99.2 | Monthly Operating Report for the period from October 1,
2011 to October 31, 2011, filed with the United States
Bankruptcy Court for the District of Delaware |