Daseke, Inc. - FORM 8-K/A - July 17, 2017

Attached files

file filename
EX-99.3 - EX-99.3 - Daseke, Inc.ex-99d3.htm
EX-99.2 - EX-99.2 - Daseke, Inc.ex-99d2.htm
EX-99.1 - EX-99.1 - Daseke, Inc.ex-99d1.htm
EX-23.1 - EX-23.1 - Daseke, Inc.ex-23d1.htm

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

 

May 1, 2017

Date of Report (Date of earliest event reported)

 

DASEKE, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

Delaware
(State or Other Jurisdiction of Incorporation)

 

001-37509
(Commission
File Number)

 

47-3913221
(IRS Employer
Identification No.)

 

 

 

 

 

15455 Dallas Parkway, Suite 440
Addison, Texas

 

75001

(Address of Principal Executive Offices)

 

(Zip Code)

 

 

 

 

 

Registrant’s Telephone Number, Including Area Code: (972) 248-0412

 

 

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)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

☒    Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act   ☐

 

 

Item 2.01.           Completion of Acquisition or Disposition of Assets

 

This filing amends the Current Report on Form 8-K of Daseke, Inc., dated May 1, 2017 and filed May 5, 2017 (the “Original 8-K”), to file the financial statements and pro forma financial information required by Item 9.01. This filing reports no other updates or amendments to the Original Form 8-K.

 

 

Item 9.01Financial Statements and Exhibits

 

(a) Financial Statements of Businesses Acquired.

 

(1)

The audited consolidated financial statements of Schilli Transportation Services, Inc. and Affiliates, as of December 31, 2016 and January 2, 2016 and for the years ended December 31, 2016 and January 2, 2016 are filed as Exhibit 99.2 hereto.

 

(2)

The unaudited consolidated financial statements of Schilli Transportation Services, Inc. and Affiliates, as of April 1, 2017 and December 31, 2016 and for the three months ended April 1, 2017 and April 2, 2016 are filed as Exhibit 99.3 hereto.

 

(b) Pro Forma Financial Information.

 

The unaudited pro forma combined consolidated balance sheet as of March 31, 2017 and pro forma combined consolidated statement of operations, for the three months ended March 31, 2017 and for the year ended December 31, 2016 is filed as Exhibit 99.1 hereto.

 

(d) Exhibits

 

23.1Independent Auditor’s Consent of Somerset CPAs, P.C.

 

99.1Unaudited Pro Forma Combined Consolidated Balance Sheet as of March 31, 2017 and Pro Forma Combined Consolidated Statement of Operations for the three months ended March 31, 2017 and for the year ended December 31, 2016 and related notes.

 

99.2Audited Consolidated Financial Statements of Schilli Transportation Services, Inc. and Affiliates as of December 31, 2016 and January 2, 2016 and for the years ended December 31, 2016 and January 2, 2016 and related notes.

 

99.3Unaudited Consolidated Financial Statements of Schilli Transportation Services, Inc. and Affiliates as of April 1, 2017 and December 31, 2016 and for the three months ended April 1, 2017 and April 2, 2016 and related notes.

 

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.

 

 

 

 

 

 

DASEKE, INC.

 

 

 

July 17, 2017

By:

/s/ Angie J. Moss

 

Name:

Angie J. Moss

 

Title:

Senior Vice President, Chief Accounting Officer, Corporate Controller, and Assistant Secretary

 

 

 

Exhibit Index

 

 

Exhibit No.

Description

23.1

Independent Auditor’s Consent of Somerset CPAs, P.C.

99.1

Unaudited Pro Forma Combined Consolidated Balance Sheet as of March 31, 2017 of Daseke Inc. and Subsidiaries and Pro Forma Combined Consolidated Statement of Operations for the three months ended March 31, 2017 and for the year ended December 31, 2016 and related notes.

99.2

Audited Consolidated Financial Statements of Schilli Transportation Services, Inc. and Affiliates as of December 31, 2016 and January 2, 2016 and for the years ended December 31, 2016 and January 2, 2016 and related notes.

99.3

Unaudited Consolidated Financial Statements of Schilli Transportation Services, Inc. and Affiliates as of April 1, 2017 and December 31, 2016 and for the three months ended April 1, 2017 and April 2, 2016 and related notes.

 

 

 

Daseke, Inc. Reports