CHARLESTON BASICS INC - FORM 8-K/A - January 15, 2010

Attached files

file filename
EX-99.2 - UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF PANELTECH INTERNATIONAL, L.L.C. - CHARLESTON BASICS INCf8k122309a1ex99iia_charlestn.htm
EX-99.1 - AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF PANELTECH INTERNATIONAL, L.L.C. - CHARLESTON BASICS INCf8k122309a1ex99ia_charleston.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
 

Date of Report (Date of earliest event reported):  December 23, 2009

CHARLESTON BASICS, INC.
(Exact name of registrant as specified in its charter)

 
Delaware 333-145211 20-4748555
 (State or other jurisdiction of incorporation) (Commission File Number)  (IRS Employer Identification No.)
 
 
 2999 John Stevens Way, Hoquiam, WA       98550
  (Address of principal executive offices)   (zip code)
                                                                                                                                                                                                                                         
Registrant's telephone number, including area code: (360) 538-1480
 
 
(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 (see General Instruction A.2. below):

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))

1

EXPLANATORY NOTE

On December 23, 2009, Charleston Basics, Inc. (which under Delaware law is known as Paneltech International Holdings, Inc.) (the “Registrant”) and Paneltech Products, Inc., a wholly owned subsidiary of the Registrant (“Paneltech Products”), completed their acquisition of Paneltech International, L.L.C. (“Paneltech LLC”).  Pursuant to the terms of the acquisition, Paneltech LLC merged with and into Paneltech Products, resulting in Paneltech LLC becoming a wholly owned subsidiary of the Registrant (effective December 23, 2009).
 
This Current Report on Form 8-K/A is being filed to include the financial statements required by Item 9.01(a) of the Form 8-K previously filed by the Registrant with the Securities and Exchange Commission on December 30, 2009 (the “Original 8-K”) disclosing the completion of its acquisition of Paneltech LLC.
 
ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS
 
(a)           Financial Statements of Businesses Acquired.  The audited consolidated financial statements of Paneltech International, L.L.C. and subsidiary for the fiscal years ended December 31, 2007 and December 31, 2008 and the unaudited condensed consolidated financial statements of Paneltech International, L.L.C. and subsidiary for the nine months ended September 30, 2009 and September 30, 2008.
 
 (b)           Pro Forma Financial Information.  To be filed by amendment.  Pursuant to Item 9.01 of Form 8-K, the Registrant hereby undertakes to file pro forma financial information in response to this item in an amendment to the Current Report on Form 8-K not later than 71 calendar days after the date the Original 8-K was filed.
 
(d)           Exhibits
     
Exhibit No. 
Description
 
99.1
Audited consolidated financial statements of Paneltech International, L.L.C. and subsidiary for the fiscal years ended December 31, 2007 and December 31, 2008.
   
99.2
Unaudited condensed consolidated financial statements of Paneltech International, L.L.C. and subsidiary for the nine months ended September 30, 2009 and September 30, 2008.
   
 
2
 
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.
 
Date: January 15, 2010
CHARLESTON BASICS, INC.
 
   
   
 
By:     /s/ Scott Olmstead                                                     
 
   Scott Olmstead
 
   Chief Financial Officer and Secretary
   

 
3
 
EXHIBIT INDEX
 

 
Exhibit No.
Description
   
99.1
Audited consolidated financial statements of Paneltech International, L.L.C. and subsidiary for the fiscal years ended December 31, 2007 and December 31, 2008.
   
99.2
Unaudited condensed consolidated financial statements of Paneltech International, L.L.C. and subsidiary for the nine months ended September 30, 2009 and September 30, 2008.
   
 
 
 
4
 

CHARLESTON BASICS INC Reports