Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - INSTEEL INDUSTRIES INC | g26014exv99w1.htm |
| EX-23.1 - EX-23.1 - INSTEEL INDUSTRIES INC | g26014exv23w1.htm |
| EX-99.2 - EX-99.2 - INSTEEL INDUSTRIES INC | g26014exv99w2.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): November 19, 2010
Commission File Number 1-9929
Insteel Industries, Inc.
(Exact name of registrant as specified in its charter)
| North Carolina | 56-0674867 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) | |
| 1373 Boggs Drive, Mount Airy, North Carolina | 27030 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (336) 786-2141
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:
| 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)) |
Explanatory Note
As previously reported in a Current Report on Form 8-K under Items 2.01, 2.03 and 9.01 filed
by Insteel Industries, Inc. (the “Company”) on November 22, 2010 (the “Form 8-K”), on November 19,
2010, the Company, through its wholly-owned subsidiary, Insteel Wire Products Company (together
referred to as “Insteel”), entered into and consummated an Asset Purchase Agreement (the
“Agreement”) with Ivy Steel & Wire, Inc. (“Ivy”) pursuant to which Insteel purchased certain assets
for a purchase price of $51.1 million, subject to certain post-closing adjustments. In accordance
with Items 9.01(a) and (b) of Form 8-K, this Amendment No. 1 to the Form 8-K (the “Amendment”) is
being filed by the Company to include audited historical financial information for Ivy and
unaudited pro forma condensed combined information for the Company. This Amendment does not amend
any other Items of the Form 8-K as originally filed.
The audited financial statements of Ivy and the notes related thereto for the fiscal years
ended December 27, 2008 and December 26, 2009 and the nine-month period ended September 25, 2010,
as well as the consent of the independent auditor thereto, are attached
hereto as Exhibits 99.1 and 23.1, respectively. The unaudited pro forma condensed combined balance
sheet of the Company as of October 2, 2010 and the unaudited pro forma condensed combined statement
of operations of the Company for the year ended October 2, 2010 are attached hereto as Exhibit
99.2.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.
The combined balance sheets of Ivy as of September 25, 2010 and December 26, 2009 and the
combined statements of operations and changes in owner’s net investment of Ivy for the nine-month
period ended September 25, 2010 and the fiscal years ended December 26, 2009 and December 27, 2008,
and the notes related thereto, are filed as Exhibit 99.1 to this Amendment and are incorporated
herein by reference.
(b) Pro Forma Financial Information.
In accordance with Item 9.01(b) of Form 8-K, the unaudited pro forma condensed combined
information required pursuant to Article 11 of Regulation S-X is filed as Exhibit 99.2 to this
Amendment and is incorporated herein by reference.
(d) Exhibits.
| Exhibit No. | Description | |
23.1
|
Consent of Ernst & Young LLP, independent auditor, with respect to the audited combined financial statements of Ivy Steel & Wire and the accounts of Pilot Steel, collectively referred to as the Ivy Division of MMI Products, Inc. for the nine-month period ended September 25, 2010 and the fiscal years ended December 26, 2009 and December 27, 2008. | |
99.1
|
Audited combined financial statements of Ivy Steel & Wire and the accounts of Pilot Steel, collectively referred to as the Ivy Division of MMI Products, Inc. for the nine-month period ended September 25, 2010 and the fiscal years ended December 26, 2009 and December 27, 2008. | |
99.2
|
Unaudited pro forma condensed combined balance sheet of Insteel Industries, Inc. as of October 2, 2010, and the unaudited pro forma condensed combined statement of operations of Insteel Industries, Inc. for the year ended October 2, 2010. |
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.
| INSTEEL INDUSTRIES, INC. Registrant |
||||
| Date: February 4, 2011 | By: | /s/ Michael C. Gazmarian | ||
| Michael C. Gazmarian | ||||
| Vice President, Chief Financial Officer and Treasurer | ||||
EXHIBIT INDEX
| Exhibit No. | Description | |
23.1
|
Consent of Ernst & Young LLP, independent auditor, with respect to the audited combined financial statements of Ivy Steel & Wire and the accounts of Pilot Steel, collectively referred to as the Ivy Division of MMI Products, Inc. for the nine-month period ended September 25, 2010 and the fiscal years ended December 26, 2009 and December 27, 2008. | |
99.1
|
Audited combined financial statements of Ivy Steel & Wire and the accounts of Pilot Steel, collectively referred to as the Ivy Division of MMI Products, Inc. for the nine-month period ended September 25, 2010 and the fiscal years ended December 26, 2009 and December 27, 2008. | |
99.2
|
Unaudited pro forma condensed combined balance sheet of Insteel Industries, Inc. as of October 2, 2010, and the unaudited pro forma condensed combined statement of operations of Insteel Industries, Inc. for the year ended October 2, 2010. |