Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8 – K/A
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report: (Date of Earliest Event Reported): November 8, 2010 (August 27, 2010)
MEDICAL ACTION INDUSTRIES INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 0-13251 | 11-2421849 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) | ||
| 500 Expressway Drive South, Brentwood, New York |
11717 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code (631) 231-4600
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)) |
Explanatory Note
On October 27, 2010, Medical Action Industries Inc. (“Medical Action”) filed a Current Report on Form 8-K/A (the “Current Report”) providing audited and unaudited financial statements and information required by Item 9.01(a) and the pro forma financial information required by Item 9.01(b) of our recently completed acquisition of AVID Medical, Inc. (“AVID”). This amendment to the Current Report is being filed in response to comments received by us from the Staff of the Securities and Exchange Commission. This amendment amends and replaces in its entirety Item 9.01. Financial Statements and Exhibits to (i) include AVID’s audited Consolidated Balance Sheet as of March 31, 2010 which was inadvertently omitted from the audited financial statements submitted as Exhibit 99.1 of our Current Report submitted on October 27, 2010 and (ii) revise the unaudited pro forma consolidated balance sheet of Medical Action as of June 30, 2010 and the unaudited pro forma condensed consolidated statements of operations for the year ended March 31, 2010 and for the three months ended June 30, 2010 and the notes thereto to enhance our disclosure regarding the pro forma adjustments and underlying assumptions involved in determining such adjustments.
Item 9.01 — Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The audited financial statements including the notes thereto for AVID for the year ended March 31, 2010 and the unaudited financial statements including notes thereto for AVID for the three months ended June 30, 2010 are attached hereto as Exhibits 99.1 and 99.2 and incorporated herein by reference.
(b) Pro Forma Financial Information
The unaudited pro forma consolidated balance sheet of Medical Action as of June 30, 2010 and the unaudited pro forma condensed consolidated statements of operations for the year ended March 31, 2010 and for the three months ended June 30, 2010 and the notes thereto, which give effect to the AVID acquisition are attached hereto as Exhibit 99.3 and incorporated herein by reference.
(c) Shell Company Transactions
Not applicable.
(d) Exhibits
| 23.1 | Consent of KPMG LLP |
| 99.1 | Audited financial statements including the notes thereto for AVID for the year ended March 31, 2010. |
| 99.2 | Unaudited financial statements including the notes thereto for AVID for the three months ended June 30, 2010. |
| 99.3 | Unaudited pro forma consolidated balance sheet of Medical Action as of June 30, 2010 and the unaudited pro forma condensed consolidated statements of operations for the year ended March 31, 2010 and for the three months ended June 30, 2010 and the notes thereto, which give effect to the AVID acquisition. |
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.
| Medical Action Industries Inc. | ||||||
| (Registrant) | ||||||
| Dated: November 8, 2010 | By: | /S/ CHARLES L. KELLY, JR. | ||||
| Charles L. Kelly, Jr. | ||||||
| Chief Financial Officer | ||||||
INDEX TO EXHIBITS
| EXHIBIT |
DESCRIPTION | |
| *23.1 | Consent of KPMG LLP | |
| *99.1 | Audited financial statements including the notes thereto for AVID for the year ended March 31, 2010. | |
| *99.2 | Unaudited financial statements including the notes thereto for AVID for the three months ended June 30, 2010. | |
| *99.3 | Unaudited pro forma consolidated balance sheet of Medical Action as of June 30, 2010 and the unaudited pro forma condensed consolidated statements of operations for the year ended March 31, 2010 and for the three months ended June 30, 2010 and the notes thereto, which give effect to the AVID acquisition. | |
| * | Filed herewith. |