Form: 8-K/A

Current report filing

September 8, 2022

8-K/A: Current report filing

Published on September 8, 2022

TTM TECHNOLOGIES INC true 0001116942 0001116942 2022-06-27 2022-06-27

 

 

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 Exchange Act of 1934

Date of Report (Date of earliest event reported): June 27, 2022

 

 

TTM TECHNOLOGIES, INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   0-31285   91-1033443

(State of

Incorporation)

  (Commission
File Number)
 

(I.R.S. Employer

Identification No.)

 

200 East Sandpointe, Suite 400, Santa Ana, California   92707
(Address of principal executive offices)   (Zip Code)

(714) 327-3000

Registrant’s telephone number, including area code

N/A

(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 CFR 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   TTMI   NASDAQ

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 checkmark 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 Amendment No. 1 on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by TTM Technologies, Inc. (the “Company”) on June 27, 2022 (the “Original Report”). The Original Report was filed to report the completion of the Company’s acquisition of Gritel Holding Co., Inc., (“Gritel”) and ISC Farmingdale Corp. Telephonics Corporation (“Telephonics”) is wholly-owned by Gritel, and, as a result of the acquisition, became an indirect, wholly-owned subsidiary of the Company. The Company is filing this Amendment to file the audited and unaudited consolidated financial statements and the unaudited pro forma condensed combined financial statements, under Items 9.01(a) and 9.01(b), respectively, that were required to be filed either as part of the Original Report or by amendment thereto. No other amendments or supplements to the Original Report are being made to the Original Report, and this Amendment should be read in connection with the Original Filing, which provides a more complete description of the acquisition.

Section 9 – Financial Statements and Exhibits

Item 9.01 – Financial Statements and Exhibits.

 

(a)

Financial Statements of Businesses Acquired

The Report of the Independent Accountants, audited consolidated financial statements of Telephonics as of September 30, 2021 and for the year ended September 30, 2021, and the notes thereto, and the unaudited condensed consolidated financial statements of Telephonics as of March 31, 2022 and for the six months ended March 31, 2022, and the notes thereto, are filed herewith as Exhibit 99.1 and are incorporated herein by reference.

 

(b)

Pro Forma Financial Information

The following unaudited pro forma condensed combined financial statements are attached to this Amendment as Exhibit 99.2 and incorporated herein by reference:

 

   

Unaudited Pro Forma Condensed Combined Balance Sheet as of April 4, 2022;

 

   

Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended January 3, 2022;

 

   

Unaudited Pro Forma Condensed Combined Statement of Operations for the three months ended April 4, 2022; and

 

   

Notes to Unaudited Pro Forma Condensed Combined Financial Statements.

 

(d)

Exhibits

EXHIBIT INDEX

 

Exhibit Number

  

Description

23.1    Consent of Grant Thornton LLP
99.1    The Report of Independent Certified Public Accountants, audited consolidated financial statements of Telephonics as of September 30, 2021 and for the year ended September 30, 2021, and the notes thereto, and the unaudited condensed consolidated financial statements of Telephonics as of March 31, 2022 and for the six months ended March 31, 2022, and the notes thereto.
99.2    The unaudited pro forma condensed combined balance sheet of TTM Technologies, Inc. as of April 4, 2022 and the unaudited pro forma condensed combined statements of operations of TTM Technologies, Inc. for the year ended January 3, 2022 and for the three months ended April 4, 2022, and the notes thereto.


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: September 8, 2022    

          /s/ Todd B. Schull

    By:   Todd B. Schull
      Executive Vice President and Chief Financial Officer