Date of Report (Date of earliest event reported) August 18, 2022 (August 12, 2022)
L.B. Foster Company
(Exact name of registrant as specified in its charter)
Pennsylvania
000-10436
25-1324733
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
415 Holiday Drive, Suite 100,
15220
Pittsburgh,
Pennsylvania
(Zip Code)
(Address of principal executive offices)
(412) 928-3400
(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 (see General Instruction A.2. below):
☐
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, Par Value $0.01
FSTR
NASDAQ Global Select Market
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 ☐
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
As previously announced and reported in the Current Report on Form 8-K ("Original Filing") filed by L.B. Foster Company ("Company") on August 12, 2022, the Company completed the acquisition of VanHooseCo Precast, LLC ("VanHooseCo") and amended its credit agreement on August 12, 2022.
This Current Report on Form 8-K/A, Amendment No. 1, is being filed to amend the Original Filing. This Amendment No. 1 files copies of the asset purchase agreement of the Company and VanHooseCo ("Agreement") and the amendment to its credit facility herewith as Exhibits 2.1 and 10.2, respectively, which were not included in the initial Current Report on Form 8-K filed on August 12, 2022.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
Financial statements required by this Item of the Original Filing with respect to the Transaction described in Item 2.01 of the Original Filing are not being filed with this Current Report on Form 8-K/A. Such financial statements will be filed by amendment to the Original Filing no later than 71 calendar days after the date on which the Original Filing was required to be filed pursuant to Item 2.01.
(b) Pro Forma Financial Information.
Pro forma financial information required by this Item of the Original Filing with respect to the Transaction described in Item 2.01 of the Original Filing are not being filed with this Current Report on Form 8-K/A. Such pro forma financial information will be filed by amendment to the Original Filing no later than 71 calendar days after the date on which the Original Filing was required to be filed pursuant to Item 2.01.
Schedule 4.20(a) Employees, Consultants and Contractors
Schedule 4.22 Brokers (Seller or Principals)
Schedule 5.04 Brokers (Buyer)
Schedule 6.01 Offered Employees
10.1
Fourth Amended and Restated Credit Agreement dated August 13, 2021, between Registrant and PNC Bank, Citizens Bank, N.A., Wells Fargo Bank, National Association, Bank of America, N.A., and BMO Harris Bank, National Association is incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K, File No. 0-10436, filed on August 16, 2021.
Press release dated August 12, 2022 is incorporated herein by reference to that Current Report on Form 8-K, filed on August 12, 2022.
*104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
*Exhibits marked with an asterisk are filed herewith.
SIGNATURE
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.
L.B. FOSTER COMPANY
(Registrant)
Date:
August 18, 2022
/s/ William M. Thalman
William M. Thalman
Senior Vice President and
Chief Financial Officer
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L.B. Foster Company published this content on 18 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 August 2022 21:33:07 UTC.
L.B. Foster Company is a global technology solutions provider of engineered, manufactured products and services that builds and supports infrastructure. The Company operates in two segments: Rail, Technologies, and Services (Rail) and Infrastructure Solutions. The Companyâs Rail segment is comprised of several manufacturing, distribution, and service businesses that provide a variety of products, solutions, and services for freight and passenger railroads and other industrial companies throughout the world. The Rail segment also offers contract project management and aftermarket services. The Rail reporting segment is comprised of the Rail Products, Global Friction Management, and Technology Services and Solutions business units. The Infrastructure Solutions segment designs, manufactures, and deploys advanced technologies that impact the built environment, including precast concrete buildings and products, bridge products, and pipe protective coatings and threading.