Document/ExhibitDescriptionPagesSize 1: 8-K/A Amendment to Current Report HTML 46K
2: EX-23.1 Consent of Expert or Counsel HTML 7K
3: EX-99.1 Miscellaneous Exhibit HTML 684K
4: EX-99.2 Miscellaneous Exhibit HTML 347K
5: EX-99.3 Miscellaneous Exhibit HTML 538K
9: R1 Cover Page HTML 46K
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(State
or Other Jurisdiction of Incorporation or Organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
i511 W. Freshwater Way
i53204
iMilwaukee,
iWisconsin
(Address
of Principal Executive Offices)
(Zip Code)
(i855) i480-5050
(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:
i☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ 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
iCommon
Stock $.01 par value
iZWS
iThe New York Stock Exchange
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 i☐
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. ☐
Introductory Note
On July 1, 2022, Zurn Elkay Water Solutions Corporation (formerly known as Zurn Water Solutions Corporation) ("Zurn" or the “Company”) filed a Current Report on Form 8-K (the “Closing Form 8-K”) regarding, among other events, the consummation of the previously announced
combination of the Company with Elkay Manufacturing Company (“Elkay”) pursuant to the Agreement and Plan of Merger, dated as of February 12, 2022, by and among Zurn, Elkay, Zebra Merger Sub, Inc., a wholly owned subsidiary of Zurn (“Merger Sub”), and Elkay Interior Systems International, Inc., as representative of the stockholders of Elkay. This Current Report on Form 8-K/A is being filed solely for the purpose of amending Items 9.01(a) and 9.01(b) of the Closing Form 8-K and should be read in conjunction with the Closing Form 8-K. The pro forma financial information included as Exhibit 99.2 to this Current Report on Form 8-K/A has been presented for
illustrative purposes only as required by Form 8-K, and is not intended to, and does not purport to, represent what the Company’s actual results or financial condition would have been if the Merger had occurred on the relevant date, and is not intended to project the future results or the financial condition that the Company may achieve following the Merger.
The
unaudited carve-out interim Consolidated Balance Sheets of Elkay as of June 30, 2022, and the related Consolidated Statements of Operations, Comprehensive Income and Cash Flows for each of the six months ended June 30, 2022 and July 3, 2021, and related Consolidated Statement of Changes in Divisional Equity at June 30, 2022, and the notes related thereto, are filed as Exhibit 99.2 to this Form 8-K/A and are incorporated herein by reference.
Cover Page Inline XBRL data embedded within the Inline XBRL document
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SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, Zurn Elkay Water Solutions Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized this 8th day of September, 2022.
ZURN ELKAY WATER SOLUTIONS CORPORATION
By:
/S/ Mark W. Peterson
Mark
W. Peterson
Senior Vice President and Chief Financial Officer
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Dates Referenced Herein and Documents Incorporated by Reference
