SEC Info - Azz Inc. - ‘8-K/A’ for 5/13/22

SEC Info℠

Home

Help

Please Sign In

Azz Inc. – ‘8-K/A’ for 5/13/22

On: Friday, 7/29/22, at 4:39pm ET · For: 5/13/22 · Accession #: 8947-22-158 · File #: 1-12777

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

 7/29/22  Azz Inc.                          8-K/A:9     5/13/22   14:6.3M

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     41K 
 2: EX-23.1     Consent of Expert or Counsel                        HTML      7K 
 3: EX-99.1     Miscellaneous Exhibit                               HTML    389K 
 4: EX-99.2     Miscellaneous Exhibit                               HTML     65K 
 5: EX-99.3     Miscellaneous Exhibit                               HTML    173K 
 9: R1          Document and Entity Information Document and        HTML     48K 
                Entity Information                                               
12: XML         IDEA XML File -- Filing Summary                      XML     13K 
10: XML         XBRL Instance -- azz-20220513_htm                    XML     22K 
11: EXCEL       IDEA Workbook of Financial Reports                  XLSX      8K 
 7: EX-101.LAB  XBRL Labels -- azz-20220513_lab                      XML     72K 
 8: EX-101.PRE  XBRL Presentations -- azz-20220513_pre               XML     35K 
 6: EX-101.SCH  XBRL Schema -- azz-20220513                          XSD     11K 
13: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    19K 
14: ZIP         XBRL Zipped Folder -- 0000008947-22-000158-xbrl      Zip    101K

‘8-K/A’ — Amendment to Current Report

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

iX: C: C:

azz-20220513

i 0000008947 i false00000089472022-05-132022-05-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM i 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

i May 13, 2022

Date of Report (Date of earliest event reported)

i AZZ Inc.

(Exact name of Registrant as specified in its charter)

i Texas

i 1-12777

i 75-0948250

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

i One Museum Place, Suite 500

i 3100 West 7th Street

i Fort Worth, i Texas i 76107

(Address of principal executive offices) (Zip Code)

( i 817) i 810-0095

(Registrant’s telephone number, including area code)

Not applicable

(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:


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

Name of each exchange on which registered

i Common Stock

i AZZ

i 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. ☐

Explanatory Note

This Amendment No. 1 on Form 8-K/A (“Amendment No. 1”) amends the Current Report on Form 8-K of AZZ Inc., a Texas corporation (the “Company”), filed on May 16, 2022 (the “Original Report”), in which the Company reported, among other events, the closing of the transactions contemplated by the Securities Purchase Agreement (as defined in the Original Report) and First Amendment (as defined in the Original Report) on May 13, 2022.

This Amendment No. 1 amends the Original Report to include the financial information required by Items 9.01(a) and 9.01(b) of Form 8-K. This Amendment No. 1 does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at the Company or its subsidiaries subsequent to the filing date of the Original Report. The pro forma financial information included in this Amendment No. 1 has been presented for informational purposes only. It does not purport to represent the actual results of operations that the Company and Sequa Mezzanine (as defined in the Original Report) and its subsidiaries would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve after the acquisition. This Amendment No. 1 should be read in conjunction with the Original Report.


Item 9.01			Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The audited combined financial statements of Precoat Metals (A Business of Sequa Corporation) as of and for the year ended December 31, 2021 and 2020 are attached as Exhibit 99.1 and are incorporated by reference herein. The unaudited combined financial statements of Precoat Metals (A Business of Sequa Corporation) as of and for the three months ended March 31, 2022 and March 31, 2021 are attached as Exhibit 99.2 and are incorporated by reference herein.

(b) Pro Forma Financial Information

The unaudited pro forma condensed combined financial information for the Company for the year ended February 28, 2022, and for the three months ended May 31, 2022, giving effect to the Company's acquisition of all of the membership interests of Sequa Mezzanine, are attached as Exhibit 99.3 and are incorporated by reference herein.


Exhibit			Description
23.1			Consent of Independent Auditors
99.1			Audited combined financial statements for Precoat Metals (A Business of Sequa Corporation) as of and for the years ended December 31, 2021 and 2020.
99.2			Unaudited interim combined financial statements for Precoat Metals (A Business of Sequa Corporation) as of and for the three months ended March 31, 2022 and 2021.
99.3			Unaudited pro forma condensed combined financial information of the Company for the year ended February 28, 2022 and unaudited pro forma condensed combined financial information for the three months ended May 31, 2022.
104			Cover Page Interactive Date File (embedded with the Inline XBRL document).

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.

AZZ Inc.

Date:

July 29, 2022

By:

/s/ Tara D. Mackey

Tara D. Mackey
Chief Legal Officer and Secretary

Dates Referenced Herein and Documents Incorporated by Reference

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

Filed on:	7/29/22
	5/31/22	10-Q
	5/16/22	8-K
For Period end:	5/13/22	3, 8-K, PRE 14A
	3/31/22
	2/28/22	10-K, 5
	12/31/21	11-K, 4, NT 11-K, SD
	3/31/21
	12/31/20	11-K, 4, NT 11-K, SD
		List all Filings

2 Subsequent Filings that Reference this Filing

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

 1/10/24  Azz Inc.                          S-3ASR      1/10/24    7:2.5M
11/04/22  Azz Inc.                          S-3ASR     11/04/22    5:348K                                   Toppan Merrill/FA

↑Top

Filing Submission 0000008947-22-000158 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)