UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(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): August 24, 2023 (
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EXPLANATORY NOTE
This Current Report on Form 8-K/A (this “Amendment”) is filed as an amendment to the Current Report on Form 8-K of Distribution Solutions Group, Inc., a Delaware corporation (the “Company”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 9, 2023 (the “Initial Report”) relating to the acquisition of all of the issued and outstanding capital stock of HIS Company, Inc., a Texas corporation (“Hisco”) from HIS Company, Inc. Employee Stock Ownership Trust (the “Seller”), consummated on June 8, 2023 pursuant to that certain Stock Purchase Agreement, dated March 30, 2023, by and among the Company, Hisco, Seller, which is maintained pursuant to and in connection with the HIS Company, Inc. Employee Stock Ownership Plan, acting through GreatBanc Trust Company, not in its corporate capacity, but solely in its capacity as trustee of the Seller, and Ellis Moseley, solely in his capacity as the representative of the Seller.
This Amendment is filed solely to provide, and amends the Initial Report to include, the historical financial statements of Hisco and its subsidiaries, and the pro forma financial information of the Company and Hisco that are required by and described in parts (a) and (b) of Item 9.01 below. As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the Company has set forth the complete text of Item 9.01, as amended.
Item 9.01. | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired
The audited consolidated financial statements of Hisco and its subsidiaries as of and for the years ended October 31, 2022 and 2021, the notes to the audited consolidated financial statements and the independent auditor’s report of Weaver and Tidwell, L.L.P., independent auditor to Hisco, related thereto are filed as Exhibit 99.2 hereto and are hereby incorporated herein by reference.
The unaudited condensed consolidated financial statements of Hisco and its subsidiaries as of and for the three and six months ended June 30, 2023 were included in the Company’s consolidated financial statements as of and for the three and six months ended June 30, 2023 included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 3, 2023.
(b) Pro Forma Financial Information
The unaudited pro forma condensed combined financial information of the Company and Hisco as of and for the year ended December 31, 2022 and the notes related thereto are filed as Exhibit 99.3 hereto and are hereby incorporated herein by reference.
(d) Exhibits. The following documents have been filed as exhibits to this report, except for Exhibit 99.1 which has been furnished as an exhibit to this report, and are incorporated by reference herein as described above.
* | Certain schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K promulgated by the SEC. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DISTRIBUTION SOLUTIONS GROUP, INC. | ||||||
Date: August 24, 2023 | By: | /s/ Ronald J. Knutson | ||||
Name: | Ronald J. Knutson | |||||
Title: | Executive Vice President and Chief Financial Officer |