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Form 8-K/A
SYNALLOY CORP - SYNL
Filed: November 5, 2012 (period: August 21, 2012)
Amendment to a previously filed Form 8-K
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Table of Contents
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8-K/A – Form 8-K Amendment No. 1
Item 9.01.Financial Statements and Exhibits
SIGNATURES
EXHBIT INDEX
EX-23.1 (CONSENT OF WEAVER AND TIDWELL, L.L.P., INDEPENDENT AUDITORS, OF LEE-VAR, INC. dba PALMER OF TEXAS)
EX-99.1 (AUDITED FINANCIAL STATEMENTS OF LEE-VAR, INC dba PALMER OF TEXAS)
EX-99.2 (UNAUDITED FINANCIAL STATEMENTS OF LEE-VAR, INC. dba PALMER OF TEXAS)
EX-99.3 (UNAUDITED PRO FORMA FINANCIAL INFORMATION OF SYNALLOY CORPORATION)
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SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, D.C. 20549
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FORM 8-K/A
(Amendment No. 1)
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CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15(D) OF THE
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SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported) August 21, 2012
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SYNALLOY CORPORATION
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(Exact name of registrant as specified in its charter)
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Delaware
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0-19687
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57-0426694
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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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775 Spartan Blvd, Ste 102, P.O. Box 5627, Spartanburg, SC 29304
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29304
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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: (864) 585-3605
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INAPPLICABLE
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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))
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EXPLANATORY NOTE
The Form 8-K/A is being filed as an amendment to the Current Report filed on Form 8-K on August 24, 2012 (the “Original 8-K”) solely for the purpose of providing the financial statements and pro forma financial information required by Regulation S-X with respect to Synalloy Corporation’s purchase of all of the outstanding shares of capital stock of Lee-Var, Inc., a Texas corporation doing business as Palmer of Texas (“Palmer”). This Form 8-K/A does not amend or modify the Original Form 8-K in any other respect.
ITEM 9.01 – Financial Statements and Exhibits
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(a)
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Financial Statements of Businesses Acquired.
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The following audited financial statements of Palmer (with the report of independent auditors) are attached hereto as Exhibit 99.1 and incorporated by reference herein:
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Balance Sheets as of September 30, 2011 and 2010.
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Statements of Income for the years ended September 30, 2011 and 2010.
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Statements of Cash Flows for the years ended September 30, 2011 and 2010. |
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Statements of Shareholders’ Equity for the years ended September 30, 2011 and 2010.
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Notes to Financial Statements.
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The following unaudited financial statements of Palmer are attached hereto as Exhibit 99.2 and incorporated by reference herein:
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Balance Sheets as of June 30, 2012 and September 30, 2011.
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Statements of Income for the nine months ended June 30, 2012 and 2011.
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Statements of Cash Flows for the nine months ended June 30, 2012 and 2011.
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Statements of Shareholders' Equity for the nine months ended June 30, 2012. |
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Notes to Financial Statements.
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(b)
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Pro Forma Financial Information.
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The following unaudited pro forma financial information of Synalloy is attached hereto as Exhibit 99.3 and incorporated by reference herein:
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Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet as of June 30, 2012.
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Unaudited Pro Forma Condensed Combined Consolidated Statements of Operations for the six months ended June 30, 2012 and 2011.
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Unaudited Pro Forma Condensed Combined Consolidated Statement of Operations for the year ended December 31, 2011.
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Notes to Unaudited Pro Forma Condensed Combined Consolidated Financial Statements.
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(c)
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Exhibits. The following are filed as exhibits to this Current Report on Form 8-K:
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Exhibit No. Description of Exhibit
23.1 Consent of Weaver and Tidwell, L.L.P., independent auditors, of Lee-Var, Inc. dba Palmer of Texas.
99.1 Audited financial statements of Lee-Var, Inc. dba Palmer of Texas.
99.2 Unaudited financial statements of Lee-Var, Inc. dba Palmer of Texas.
99.3 Unaudited pro forma financial information of Synalloy Corporation.
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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 behalf by the undersigned hereunto duly authorized.
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SYNALLOY CORPORATION
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By: /S/ RICHARD D. SIERADZKI
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Richard D. Sieradzki
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Chief Financial Officer and Principal Accounting Officer
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Dated: November 5, 2012
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
23.1 Consent of Weaver and Tidwell, L.L.P., independent auditors, of Lee-Var, Inc. dba Palmer of Texas.
99.1 Audited financial statements of Lee-Var, Inc. dba Palmer of Texas.
99.2 Unaudited financial statements of Lee-Var, Inc. dba Palmer of Texas.
99.3 Unaudited pro forma financial information of Synalloy Corporation.
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