SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. 1)
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 1, 2018
ALTRA INDUSTRIAL MOTION CORP.
(Exact name of registrant as specified in its charter)
(State or other Jurisdiction
|300 Granite Street, Suite 201
|(Address of Principal Executive Offices)||(Zip Code)|
Registrants telephone number, including area code: (781) 917-0600
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 Securities 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. ☐
On October 1, 2018, Altra Industrial Motion Corp. (Altra) filed a Current Report on Form 8-K announcing, among other things, that Altra and Fortive Corporation (Fortive) had consummated the previously announced combination of Altra with four operating companies from Fortives Automation & Specialty platform (excluding Fortives Hengstler and Dynapar businesses) (the A&S Business). In accordance with the terms and conditions of an Agreement and Plan of Merger and Reorganization (the Merger Agreement), dated March 7, 2018, among Altra, Fortive, McHale Acquisition Corp. (Merger Sub) and Stevens Holding Company, Inc. (Newco), and a Separation and Distribution Agreement, dated March 7, 2018, among Altra, Fortive and Newco (the Distribution Agreement), (1) Fortive transferred certain assets, liabilities and entities constituting a portion of the A&S Business to Newco, (2) Fortive distributed to its stockholders all of the issued and outstanding shares of Newco common stock held by Fortive by way of an exchange offer and (3) Merger Sub merged with and into Newco, with Newco as the surviving corporation, and the issued and outstanding shares of Newco common stock converted into shares of Altra common stock (the Merger). In addition, pursuant to the Merger Agreement, prior to the effective time of the Merger, Fortive transferred certain non-U.S. assets, liabilities and entities constituting the remaining portion of the A&S Business to certain subsidiaries of Altra, and the Altra subsidiaries assumed substantially all of the liabilities associated with the transferred assets.
This Amendment No. 1 to the Current Report on Form 8-K of Altra originally filed on October 1, 2018 is being filed solely for the purpose of amending Item 9.01(b) thereto by replacing it in its entirety with the information set forth below.
Item 9.01 Financial Statements and Exhibits.
Pro Forma Financial Information
The unaudited pro forma combined balance sheet of Altra and the A&S Business as of June 30, 2018 and the unaudited pro forma combined statement of operations for the six months ended June 30, 2018 and for the year ended December 31, 2017, and the notes thereto, were included in Altras Registration Statement on Form S-4, as amended (Registration No. 333-224750), which was declared effective by the U.S. Securities and Exchange Commission on August 27, 2018, and are incorporated herein by reference.
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.
|ALTRA INDUSTRIAL MOTION CORP.|
|/s/ Glenn E. Deegan|
|Name:||Glenn E. Deegan|
|Title:||Vice President, Legal & Human Resources,|
General Counsel and Secretary
Date: December 10, 2018