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EX-99.1 - EX-99.1 - Infor, Inc. | d35557dex991.htm |
EX-99.3 - EX-99.3 - Infor, Inc. | d35557dex993.htm |
EX-99.2 - EX-99.2 - Infor, Inc. | d35557dex992.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): December 4, 2015 (September 18, 2015)
INFOR, INC.
(Exact name of registrant as specified in its charter)
DELAWARE | 333-183494-06 | 01-0924667 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
641 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10011
(Address of principal executive offices) (Zip Code)
(646) 336-1700
(Registrants telephone number, including area code)
Not Applicable
(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 obligations 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 Rule14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act (17CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.01. | Completion of Acquisition or Disposition of Assets |
On September 21, 2015, Infor, Inc. (Infor or the Company), filed a Current Report on Form 8-K (the Original Form 8-K) to report the completion of the acquisition of GT Nexus, Inc. (GT Nexus) by Infor (US), Inc., a wholly owned subsidiary of Infor, pursuant to the Agreement and Plan of Merger (the Merger Agreement), dated as of August 10, 2015. A copy of the Merger Agreement was filed with Infors Quarterly Report on Form 10-Q, which was filed with the Securities and Exchange Commission (the SEC) on September 3, 2015.
This amendment to the Original Form 8-K is being filed to provide the financial statements and pro forma financial information required by Item 9.01 (a) and (b) of Form 8-K.
Item 9.01. | Financial Statements and Exhibits |
(a) | Financial Statements of Businesses Acquired |
The audited consolidated financial statements of GT Nexus as of and for the year ended December 31, 2014, are filed hereto as Exhibit 99.1.
The unaudited condensed consolidated financial statements of GT Nexus as of and for the six months ended June 30, 2015, are filed hereto as Exhibit 99.2.
(b) | Pro Forma Financial Information |
The unaudited pro forma condensed combined financial information as of and for the three months ended July 31, 2015 and for Infors eleven months ended April 30, 2015 are filed hereto as Exhibit 99.3.
(d) | Exhibits |
99.1 | GT Nexus, Inc. and its subsidiaries audited annual consolidated financial statements as of and for the year ended December 31, 2014, and the notes related thereto. | |
99.2 | GT Nexus, Inc. and its subsidiaries unaudited interim condensed consolidated financial statements as of June 30, 2015, and for the six months ended June 30, 2015 and 2014, and the notes related thereto. | |
99.3 | Unaudited Pro Forma Condensed Combined Balance Sheet of Infor, Inc. and GT Nexus, Inc. as of July 31, 2015, Unaudited Pro Forma Condensed Combined Statements of Operations of Infor, Inc. and GT Nexus, Inc. for the eleven months ended April 30, 2015, and for the three months ended July 31, 2015, and the notes related thereto. |
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This Current Report on Form 8-K contains forward-looking statements that contain risks and uncertainties. These forward-looking statements contain statements of intent, belief or current expectations of Infor and its management. Such forward-looking statements are not guarantees of future results and involve risks and uncertainties that may cause actual results to differ materially from the potential results discussed in the forward-looking statements. The Company is not obligated to update forward-looking statements based on circumstances or events that occur in the future. Risks and uncertainties that may cause such differences include but are not limited to the risk factors listed in the Companys most recent Annual Report on Form 10-K/T for the fiscal year ended April 30, 2015, filed with the SEC on June 26, 2015. Infor assumes no obligation to update any forward-looking information contained in this Current Report.
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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.
INFOR, INC. | ||||||
Date: December 4, 2015 | By: | /s/ JEFFREY M. LABORDE | ||||
Jeffrey M. Laborde | ||||||
Chief Financial Officer |
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INDEX TO EXHIBITS
Exhibit No. |
Description | |
99.1 | GT Nexus, Inc. and its subsidiaries audited annual consolidated financial statements as of and for the year ended December 31, 2014, and the notes related thereto. | |
99.2 | GT Nexus, Inc. and its subsidiaries unaudited interim condensed consolidated financial statements as of June 30, 2015, and for the six months ended June 30, 2015 and 2014, and the notes related thereto. | |
99.3 | Unaudited Pro Forma Condensed Combined Balance Sheet of Infor, Inc. and GT Nexus, Inc. as of July 31, 2015, Unaudited Pro Forma Condensed Combined Statements of Operations of Infor, Inc. and GT Nexus, Inc. for the eleven months ended April 30, 2015, and for the three months ended July 31, 2015, and the notes related thereto. |
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