Attached files
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EX-99.1 - UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF BIRCH - Fusion Connect, Inc. | fsnn_ex991.htm |
EX-99.2 - PRO FORMA FINANCIAL INFORMATION - Fusion Connect, Inc. | fsnn_ex992.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported) May 25, 2018
FUSION CONNECT, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-32421
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58-2342021
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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420 Lexington Avenue, Suite 1718 New York, NY
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10170
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s
telephone number, including area code: (212) 201-2400
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Not Applicable
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(Former name or former address, if changed since last
report)
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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 (see General Instruction A.2.
below):
☐ 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
8.01
Other Events.
As previously disclosed, on May 4, 2018, Fusion Connect, Inc., a
Delaware corporation (“Fusion”) completed the
acquisition of Birch Communications Holdings, Inc., a Georgia
corporation (“Birch”). Fusion filed the Audited
Consolidated Financial Statements of Birch as of December 31, 2017
and 2016, and the pro forma financial information for the fiscal
year ended December 31, 2017 (giving effect to the acquisition of
Birch on May 4, 2018), in its Current Report on Form 8-K filed with
the Securities and Exchange Commission on May 10,
2018.
Fusion is filing this Current Report on Form 8-K solely for the
purpose of filing the unaudited financial statements for Birch for
the quarterly period ended March 31, 2018, and the unaudited pro
forma financial information, as of March 31, 2018, giving effect to
the acquisition of Birch.
Item
9.01
Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The Unaudited Consolidated Financial Statements of Birch as of
March 31, 2018, and for the Three-Month Periods Ended March 31,
2018 and 2017, and the related notes thereto, are filed as Exhibit
99.1 to this Current Report on Form 8-K.
(b) Pro forma financial information.
The unaudited pro forma financial information as of March 31, 2018,
giving effect to the acquisition of Birch by Fusion, is filed as
Exhibit 99.2 to this Current Report on Form 8-K.
(d) Exhibits.
EXHIBIT INDEX
Exhibit No.
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Description of Exhibit
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The Unaudited Consolidated Financial Statements of Birch as of
March 31, 2018, and for the Three-Month Periods Ended March 31,
2018 and 2017.
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Pro
Forma Financial Information.
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SIGNATURE
Pursuant to the requirements of the
Securities
Exchange Act of 1934, as amended, the
registrant has duly caused this report on Form 8-K to be signed on
its behalf by the undersigned thereunto duly
authorized.
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FUSION CONNECT, INC.
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May
25, 2018
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By:
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/s/
James P. Prenetta, Jr.
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James P. Prenetta,
Jr.
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EVP
and General Counsel
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