eri_8ka-030210.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): December 21, 2009
Energy
Recovery, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
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001-34112
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01-0616867
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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1717
Doolittle Dr. San Leandro, CA 94577
(Address
if Principal Executive Offices)(Zip Code)
510-483-7370
(Registrant’s
telephone number, including area code)
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))
On
December 23, 2009, Energy Recovery, Inc. (“ERI”) filed a Current Report on Form
8-K pursuant to Item 2.01 of Form 8-K (the “Initial 8-K”) to report the
completion of its acquisition (the “Acquisition”) of Pump Engineering LLC
(“PEI”), pursuant to a previously announced Agreement and Plan of Merger (the
“Merger Agreement”), dated December 2, 2009, with PEI, CFE Acquisition
Corporation, a wholly-owned subsidiary of ERI (“Merger Sub”), Roy Radakovich in
his capacity as the Company Representative, and U.S. Bank National Association,
in its capacity as the Escrow Agent. Pursuant to the Merger Agreement, PEI was
merged with and into Merger Sub (the “Merger”), with Merger Sub which was named
Pump Engineering, Inc., a Delaware corporation, being the surviving entity, as a
wholly owned subsidiary of ERI. The Acquisition was completed on
December 21, 2009.
At that
time, we stated in the Initial 8-K, under parts (a) and (b) of Item 9.01
therein, that we would file the required financial statements and pro forma
financial information by amendment , as permitted by Item 9.01(a)(4) and
9.01(b)(2) to Form 8-K. This Current Report on Form 8-K/A amends our Initial 8-K
in order to provide the required financial information.
Item 9.01 Financial Statements and
Exhibits.
(a)
Financial Statements of Business Acquired.
1. The
audited consolidated financial statements of PEI as of December 20, 2009 and for
the period from January 1, 2009 through December 20, 2009 together with the
independent auditor’s report from Gilmore, Jasion & Mahler, LTD is filed as
Exhibit 99.1 hereto and incorporated herein by reference.
(b) Pro
Forma Financial Information.
1. The
unaudited pro forma condensed combined financial information is filed as
Exhibit 99.2 hereto and incorporated herein by reference.
(d) Exhibits
Exhibit
No. Description
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23.1
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Consent
of Gilmore, Jasion & Mahler, Ltd, Independent Registered Public
Accounting Firm
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99.1
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Audited
consolidated financial statements of PEI as of December 20, 2009 and for
the period from January 1, 2009 through December 20,
2009.
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99.2
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Unaudited
pro forma condensed combined financial statements as of and for the
nine month period ended September 30, 2009 and for the year ended
December 31, 2008.
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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 its behalf by the undersigned hereunto
duly authorized.
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ENERGY
RECOVERY, INC.
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(Registrant)
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Date:
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03/03/10
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/s/
Thomas Willardson
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Thomas
Willardson
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(Chief
Financial Officer)
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