Attached files
| file | filename |
|---|---|
| EX-99.1 - UniTek Global Services, Inc. | v180658_ex99-1.htm |
| EX-23.1 - UniTek Global Services, Inc. | v180658_ex23-1.htm |
| EX-99.2 - UniTek Global Services, Inc. | v180658_ex99-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): January 27, 2010
Berliner
Communications, Inc.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
(State
or Other Jurisdiction
of
Incorporation)
|
000-28579
(Commission
File Number)
|
75-2233445
(IRS
Employer Identification No.)
|
|
1777
Sentry Parkway West
Blue
Bell, Pennsylvania
(Address
of Principal Executive Offices)
|
19422
(Zip
Code)
|
Registrant's
telephone number, including area code: (267) 464-1700
(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))
|
Berliner
Communications, Inc. (“Berliner”) is filing this Amendment to Current Report on
Form 8-K to amend its Current Report on Form 8-K filed with the Securities and
Exchange Commission on January 27, 2010 (the “Prior 8-K”).
Item
2.01. Completion of Acquisition or Disposition of Assets.
On
January 27, 2010, Berliner, BCI East, Inc., a Delaware corporation and a wholly
owned subsidiary of Berliner (“Merger Sub”), and UniTek Holdings, Inc., a
Delaware corporation (“UniTek”), entered into an Agreement and Plan of Merger
(the “Merger Agreement”), pursuant to which Merger Sub merged (the “Merger”)
with and into UniTek and UniTek became a wholly owned subsidiary of
Berliner.
On
January 27, 2010, Berliner filed the Prior 8-K to report, among other things,
the Merger, as more thoroughly described therein. At the time of the filing of
the Prior 8-K, certain financial statements were not available and, accordingly,
were not filed with the Prior 8-K as permitted by Item 9.01 of Form 8-K.
Berliner is filing this Amendment to the Prior 8-K to include those financial
statements and the pro-forma financial information required to be filed under
Item 9.01 of Form 8-K.
Item
9.01. Financial Statements and Exhibits.
|
|
(a)
|
Financial Statements of
Businesses Acquired.
|
The
following financial statements of UniTek are filed herewith. The financial
statements are included in this Current Report on Form 8-K as Exhibit 99.1
hereto, which follow the signature page of this Current Report on Form
8-K.
Exhibit
99.1 – Audited Consolidated Financial Statements of UniTek Holdings, Inc. as of
December 31, 2009 and 2008 and for the years then ended.
|
(b)
|
Pro-forma Financial
Information.
|
The
following financial statements of Berliner Communications, Inc. are filed
herewith. The financial statements are included in this Report as Exhibit 99.2
hereto, which follow the signature page of this Report.
Exhibit
99.2 – Unaudited Pro-Forma Condensed Combined Balance Sheet as of December 31,
2009; Unaudited Pro-Forma Condensed Combined Statement of Operations for the
year ended December 31, 2009.
|
(c)
|
Shell Company
Transactions.
|
Not
applicable.
|
(d)
|
Exhibits.
|
23.1 Consent
of Ernst & Young, LLP
99.1 Report
of the Independent Registered Public Accounting Firm, Consolidated Financial
Statements of UniTek Holdings, Inc. as of December 31, 2009 and 2008, and for
the years then ended.
99.2 Unaudited
Pro-Forma Condensed Combined Balance Sheet as of December 31, 2009; Unaudited
Pro-Forma Condensed Combined Statement of Operations for the year ended December
31, 2009.
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.
|
BERLINER
COMMUNICATIONS, INC.
|
|||
|
Date:
April 12, 2010
|
By:
|
/s/ C. Scott Hisey
|
|
|
Name:
|
C. Scott Hisey | ||
|
Title:
|
Chief Executive Officer | ||