UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
(Amendment No. 1)
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
July 10, 2017
Date of Report
(Date of earliest event reported)
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CORE-MARK HOLDING COMPANY, INC.
(Exact name of registrant as specified in its charter)
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Delaware | 000-51515 | 20-1489747 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
395 Oyster Point Boulevard, Suite 415, South San Francisco, California | 94080 |
(Address of principal executive offices) | (Zip Code) |
(650) 589-9445
(Registrant's telephone number, including area code)
N/A
(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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 o
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. o
Explanatory Note
This Current Report on Form 8-K/A is being filed as an amendment (“Amendment No. 1”) to the Current Report on Form 8-K filed by Core-Mark Holding Company, Inc. (“Core-Mark”) with the Securities and Exchange Commission on July 13, 2017 (the “Original Filing”). The purpose of Amendment No. 1 is to disclose that after completing its analysis of the impact of the Farner-Bocken acquisition, Core-Mark determined that its acquisition of substantially all of the assets of Farner-Bocken Company and Farner-Bocken Building Company, L.L.C. (together, “Farner-Bocken”), pursuant to an Asset Purchase Agreement, dated as of May 19, 2017 (the “Asset Purchase Agreement”), did not trigger any requirement that Core-Mark file the Asset Purchase Agreement or any financial statements of Farner-Bocken under Items 2.01 or 9.01 of Form 8-K. No other changes are being made to the Original Filing.
Item 2.01. Completion of Acquisition or Disposition of Assets.
Core-Mark has determined that its acquisition of Farner-Bocken did not exceed any of the significance tests under Item 2.01 of Form 8-K and, as such, the Asset Purchase Agreement is not required to be filed pursuant to this item.
Item 9.01. Financial Statements and Exhibits.
Core-Mark has determined that no financial statements of Farner-Bocken are required to be filed as exhibits to the Original Filing or subsequent filings related to the Asset Purchase Agreement.
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.
CORE-MARK HOLDING COMPANY, INC. | |||
Date: September 15, 2017 | By: | /s/ CHRISTOPHER M. MILLER | |
Name: | Christopher M. Miller | ||
Title: | Senior Vice President, Chief Financial Officer | ||