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Papa Murphy's Holdings, Inc. – ‘8-K/A’ for 3/9/15

On: Tuesday, 5/26/15, at 5:08pm ET · For: 3/9/15 · Accession #: 1592379-15-50 · File #: 1-36432

  As Of                Filer                Filing    For·On·As Docs:Size

 5/26/15  Papa Murphy’s Holdings, Inc.      8-K/A:9     3/09/15    4:556K

Amendment to Current Report — Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K/A       Amendment to Current Report                         HTML     19K 
 2: EX-23.1     Consent of Experts or Counsel                       HTML      5K 
 3: EX-99.1     Miscellaneous Exhibit                               HTML     57K 
 4: EX-99.2     Miscellaneous Exhibit                               HTML    114K

8-K/A — Amendment to Current Report

This is an HTML Document rendered as filed. [ Alternative Formats ]

FRSH 2015 8K M2AD Acquisition Amended

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

Date of report: March 9, 2015

(Date of earliest event reported)

–––––––––––––––––––––––––––––––––––––

Papa Murphy’s Holdings, Inc.

(Exact name of registrant as specified in its charter)

–––––––––––––––––––––––––––––––––––––



Delaware (State or Other Jurisdiction of Incorporation or Organization)	001-36432 (Commission File Number)	27-2349094 (IRS Employer Identification No.)



8000 NE Parkway Drive, Suite 350 Vancouver, WA (Address of principal executive offices)		98662 (Zip Code)

(360) 260-7272

(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))

EXPLANATORY NOTE

On March 13, 2015, Papa Murphy's Holdings, Inc. (the “Company”) filed a Current Report on Form 8-K (the “March 8-K”) with the Securities and Exchange Commission to report the purchase by Papa Murphy’s Company Stores, Inc., a wholly-owned subsidiary of the Company, of certain assets used in the operation of six Papa Murphy's stores in the Seattle, Washington area from M2AD Management, Inc., the previous operator of the six Papa Murphy's stores.

The Company stated in the March 8-K that it intended to file the financial statements and pro forma financial information required by parts (a) and (b) of Item 9.01 of Form 8-K within the time period required by Form 8-K. The Company hereby amends the March 8-K in order to include the required financial statements and pro forma financial information.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business acquired.

The audited financial statements of M2AD Management, Inc. as of and for the year ended December 29, 2014, and the notes related thereto, are filed as Exhibit 99.1 hereto and are incorporated herein by reference.

(b) Pro forma financial information.

The unaudited pro forma condensed consolidated financial statements for the Company as of and for the year ended December 29, 2014, and the notes related thereto, are filed as Exhibit 99.2 hereto and are incorporated herein by reference.

(d) Exhibits.

The following exhibits are filed with this report:



EXHIBIT NUMBER		DESCRIPTION OF EXHIBITS
23.1		Consent of Moss Adams LLP, independent registered public accounting firm.
99.1		The audited financial statements of M2AD Management, Inc. as of and for the year ended December 29, 2014, and the notes related thereto.
99.2		The unaudited pro forma condensed consolidated financial statements for Papa Murphy's Holdings, Inc. as of and for the year ended December 29, 2014, and the notes related 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.



PAPA MURPHY’S HOLDINGS, INC.

By:		/s/ *Mark Hutchens*
		Name: Mark Hutchens
		Title: Chief Financial Officer

Date: May 26, 2015

EXHIBIT INDEX



EXHIBIT NUMBER		DESCRIPTION OF EXHIBITS
23.1		Consent of Moss Adams LLP, independent registered public accounting firm.
99.1		The audited financial statements of M2AD Management, Inc. as of and for the year ended December 29, 2014, and the notes related thereto.
99.2		The unaudited pro forma condensed consolidated financial statements for Papa Murphy's Holdings, Inc. as of and for the year ended December 29, 2014, and the notes related thereto.

Dates Referenced Herein and Documents Incorporated by Reference

This ‘8-K/A’ Filing	Date	Other Filings

Filed on:	5/26/15
	3/13/15	8-K
For Period End:	3/9/15	8-K
	12/29/14	10-K
		List all Filings

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Filing Submission 0001592379-15-000050 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Papa Murphy's Holdings, Inc. – ‘8-K/A’ for 3/9/15

On: Tuesday, 5/26/15, at 5:08pm ET · For: 3/9/15 · Accession #: 1592379-15-50 · File #: 1-36432

Previous ‘8-K’: ‘8-K/A’ on / for 5/6/15 · Next: ‘8-K’ on 6/2/15 for 5/29/15 · Latest: ‘8-K’ on / for 5/23/19

Amendment to Current Report — Form 8-KFiling Table of Contents

8-K/A — Amendment to Current Report

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to Current Report — Form 8-K
Filing Table of Contents