Amended Current Report Filing (8-k/a)
20 Avril 2023 - 10:11PM
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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 Act of 1934
Date
of Report (Date of earliest event reported) February 2, 2023
AMCON DISTRIBUTING COMPANY
(Exact name of registrant as specified in its charter)
Delaware |
|
1-15589 |
|
47-0702918 |
(State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
of incorporation) |
|
File Number) |
|
Identification No.) |
|
7405 Irvington Road, Omaha NE 68122 |
|
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: 402-331-3727 |
(Former name or former address, if changed since last report)
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 CFO 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, $0.01 par value |
DIT |
NYSE American |
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. ¨
Explanatory Note
This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by AMCON Distributing Company (the "Company") on February 7, 2023 (the "Initial Filing"). Item 2.01 of the Initial Filing reported that on February 3, 2023, the Company, through its wholly owned subsidiaries LOL Foods, Inc. and HF Real Estate, LLC, completed the acquisition of substantially all of Henry's Foods, Inc. ("HFI") wholesale distribution assets (the "Acquisition") held by HFI and The Eidsvold Family LLC ("EF LLC" and, together with HFI, the "HFI Entities").
The Initial
Filing is being amended to provide the financial statements required by Item 9.01(a) and the pro forma information required by
Item 9.01(b) with respect to the Acquisition, which were not included in the Initial Filing. Except for the filing of such
financial statements and pro forma financial information, this Amendment
No. 1 does not modify or update the Initial Filing.
Item 9.01 | Financial Statements and
Exhibits. |
(a) Financial
Statements of Business Acquired.
The audited combined
financial statements of the HFI Entities as of and for the years ended January 31, 2023 and 2022, together with the independent
auditor’s reports thereon, are set forth in Exhibit 99.1 and incorporated by reference herein.
(b) Pro
Forma Financial Information.
The
accompanying unaudited pro forma condensed combined financial statements are set forth as Exhibit 99.2 and
incorporated by reference herein.
(d) Exhibits.
The following additional
exhibits are filed herewith:
SIGNATURE
Pursuant to the
requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
| AMCON DISTRIBUTING
COMPANY |
| (Registrant) |
Date: April 20, 2023 | /s/ Charles J.
Schmaderer |
| | |
| Name: | Charles
J. Schmaderer |
| Title: | Vice
President, Chief Financial Officer and Secretary |
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