Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
______________
 
FORM 8-K/A
 
______________
 

CURRENT REPORT
 
PURSUANT TO SECTION 13 OR 15(d) OF THE
 
SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): October 30, 2017
 
______________
 
THERMON GROUP HOLDINGS, INC.
 
(Exact Name of Registrant as Specified in Its Charter)
 
______________
 
Delaware
001-35159
27-2228185
(State or Other Jurisdiction
 of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

100 Thermon Drive
San Marcos, Texas
78666
(Address of principal executive offices)
(zip code)

Registrant's telephone number, including area code: (512) 396-5801

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:
[  ]  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(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 o

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. o





Explanatory Note

On November 3, 2017, Thermon Group Holdings, Inc. (the "Company") filed a Current Report on Form 8-K (the "Original Form 8-K") disclosing the completion of the previously announced acquisition of 100% of CCI Thermal Technologies Inc. ("CCI"), and certain related real estate assets effective as of October 30, 2017 (the “CCI Acquisition”) through its indirect, wholly owned acquisition subsidiary 2071827 Alberta Ltd. (“Merger Sub”) pursuant to the terms of (i) a stock purchase agreement dated October 3, 2017 by and between Merger Sub, Rocor Holdings Ltd. and Camary Holdings Ltd. and by and between Merger Sub and certain employee shareholders of CCI and (ii) a real property agreement dated October 30, 2017 by and between Merger Sub and Whitemud Place Properties.

The Company is filing this Current Report on Form 8-K/A (“Amendment”) solely to amend and supplement Item 9.01 of the Original Form 8-K to provide the audited financial statements and unaudited pro forma financial statements required by Item 9.01. No other modifications to the Original Form 8-K are being made by this Amendment. This Amendment should be read in conjunction with the Original Form 8-K, which provides a more complete description of the CCI Acquisition.


Item 9.01. Financial Statements and Exhibits.

(a)    Financial Statements of Business Acquired.

Audited historical consolidated financial statements of CCI Thermal Technologies Inc. as of July 31, 2017, and 2016 and for each of the three years in the period ended July 31, 2017, attached hereto as Exhibit 99.2 and incorporated by reference herein.


(b)     Pro Forma Financial Information.

Unaudited pro forma financial statements for the Company as of and for the six month period ended September 30, 2017 and for the twelve month ended period March 31, 2017, attached hereto as Exhibit 99.3 and incorporated by reference herein.


(d)    Exhibits.









Exhibit No.
 
Description of Exhibit
 
 
 
2.1*+
 
2.2*+
 

2.3+
 
10.1+
 
23.1
 
99.1+
 
99.2
 


99.3
 

+ Incorporated by reference.
* The schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). A copy of any omitted schedule will be furnished to the Securities and Exchange Commission 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.

Date: January 16, 2018
THERMON GROUP HOLDINGS, INC.
 
By:
/s/
Jay Peterson
 
 
 
 
 
Jay Peterson
 
 
 
Chief Financial Officer






Exhibit Index


Exhibit No.
 
Description of Exhibit
 
 
 
2.1 *+
 
2.2 *+
 

2.3+
 
10.1+
 
23.1
 
99.1+
 
99.2
 

99.3
 

+ Incorporated by reference.
* The schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). A copy of any omitted schedule will be furnished to the Securities and Exchange Commission upon request.