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
September 27, 2017
(Date of earliest event reported)
Wabash National Corporation
(Exact Name of Registrant as Specified in its Charter)
| DELAWARE | 001-10883 | 52-1375208 | ||
| (State or other jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 1000 Sagamore Parkway South, Lafayette, Indiana |
47905 | 765-771-5310 | ||
| (Address of principal executive offices) | (Zip Code) | (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:
| ¨ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Explanatory Note
As previously reported in a Current Report on Form 8-K filed on September 27, 2017 (the “Initial Form 8-K”), Wabash National Corporation, a Delaware corporation (the “Company”) completed its acquisition of Supreme Industries, Inc., a Delaware corporation (“Supreme”) on September 27, 2017, pursuant to the Agreement and Plan of Merger dated August 8, 2017 by and among the Company, Supreme, and Redhawk Acquisition Corporation, a Delaware corporation and direct wholly owned subsidiary of the Company. This Form 8-K/A amends the Initial Form 8-K to include the financial statements and pro forma financial information required by Items 9.01(a) and 9.01(b) of Form 8-K and should be read in conjunction with the Initial Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Financial Statements of Businesses Acquired. |
The audited consolidated balance sheets of Supreme as of December 31, 2016 and December 26, 2015 and the related consolidated statements of comprehensive income, stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2016 are filed as Exhibit 99.2 to this Form 8-K/A. The unaudited condensed consolidated financial statements of Supreme at July 1, 2017 and for the fiscal six month period ended July 1, 2017 are filed as Exhibit 99.3 to this Form 8-K/A. The information contained in Exhibits 99.2 and 99.3 are incorporated herein by reference.
| (b) | Pro Forma Financial Information. |
Unaudited pro forma consolidated financial information related to the acquisition is filed as Exhibit 99.4 to this Form 8-K/A and incorporated herein by reference.
| (d) | Exhibits. |
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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.
|
WABASH NATIONAL CORPORATION
| |||
| Date: December 13, 2017 | By: | /s/ Jeffery L. Taylor | |
|
Jeffery L. Taylor Senior Vice President and Chief Financial Officer | |||
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