8-K: Current report filing
Published on June 27, 2022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On June 27, 2022 (the “Closing Date”) pursuant to the terms of the Stock Purchase Agreement dated April 18, 2022, by and among the TTM Technologies, Inc. (the “Company”), Griffon Corporation, a Delaware corporation, and Exphonics, Inc. (the “Sellers”), the Company completed its previously announced acquisition of all of the issued and outstanding shares of common stock of Gritel Holding Co., Inc., a Delaware corporation (“Gritel”) and ISC Farmingdale Corp., a New York corporation (the “Acquisition”). Telephonics Corporation, a Delaware corporation (“Telephonics”) is wholly-owned by Gritel, and, as a result of the Acquisition Telephonics became an indirect, wholly-owned subsidiary of the Company.
The consideration paid by the Company was approximately $330.0 million in cash, subject to customary working capital and certain other adjustments (the “Purchase Price”). The Company used cash on hand to fund the Purchase Price and pay fees and expenses related to the Acquisition.
The foregoing description of the Acquisition does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Stock Purchase Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 18, 2022, and which is incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
On June 27, 2022, the Company issued a press release announcing the closing of the Acquisition (the “Closing Press Release”). A copy of the Closing Press Release is furnished with this Report as Exhibit 99.1.
Certain Information
The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Section 9 - Financial Statements and Exhibits
| Item 9.01. | Financial Statements and Exhibits. |
| (a) | Financial Statements of Business Acquired. |
The Company will file by amendment to this Report, within 71 calendar days of the date on which this Report was required to be filed, the historical financial statements with respect to the companies acquired in the Acquisition that are required to be filed as part of this Report pursuant to Regulation S-X.
| (b) | Pro Forma Financial Information. |
The Company will file by amendment to this Report, within 71 calendar days of the date on which this Report was required to be filed, the historical pro forma financial information with respect to the companies acquired in the Acquisition that are required to be filed as part of this Report pursuant to Regulation S-X.
| (d) | Exhibits. |
EXHIBIT INDEX
| Exhibit |
Description |
|
| 2.1* | Stock Purchase Agreement, dated as of April 18, 2022, by and among TTM Technologies, Inc., Griffon Corporation, and Exphonics, Inc. | |
| 99.1 | Press Release dated June 27, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated April 18, 2022. |
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.
| TTM TECHNOLOGIES, INC. | ||||||
| Date: June 27, 2022 | /s/ Daniel J. Weber |
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| By: | Daniel J. Weber | |||||
| Executive Vice President, General Counsel & Secretary | ||||||