Untitled Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________
FORM
8-K/A
AMENDMENT
NO. 1
TO
______________
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of Report (Date of earliest event reported): December
13, 2017 (October 2, 2017)
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Issuer
Direct Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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1-10185
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26-1331503
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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500
Perimeter Park, Suite D, Morrisville, North Carolina
27560
(Address of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (919) 481-4000
N/A
(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):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
2.01. Completion of Acquisition or Disposition of
Assets.
On October 2, 2017,
Issuer Direct Corporation, a Delaware corporation (the
“Company”), entered into a Stock Purchase Agreement
with Kurtis D. Hughes whereby the Company purchased all of the
outstanding equity securities of Interwest Transfer Company, Inc.,
a Utah corporation (“Interwest”), a transfer agent
business located in Salt Lake City, Utah (collectively, the
“Acquisition”).
On October 3, 2017,
the Company filed a Current Report on Form 8-K regarding the
Acquisition and stated that the financial statements and pro forma
financial information required under Item 9.01 of Form 8-K would be
filed within 71 days after the date on which the Current Report on
Form 8-K was required to be filed. This amended Current Report on
Form 8-K contains the required financial statements and pro forma
financial information relating to the Acquisition.
Item
9.01. Financial Statements and Exhibits.
(a) Audited
consolidated financial statements of business
acquired.
Audited
consolidated financial statements of Interwest for the fiscal years
ended December 31, 2016 and 2015 are attached hereto as Exhibit
99.1.
(b) Unaudited
condensed financial statements as of business acquired
Unaudited condensed
financial statements of Interwest as of September 30, 2017 and
for the nine month periods ended September 30, 2017 and
September 30, 2016 are attached hereto as Exhibit 99.2
(c) Unaudited pro forma
financial information.
The unaudited pro
forma financial information for the Company after giving effect to
the acquisition of Interwest and adjustments as described in such
pro forma financial information as of September 30, 2017, for the
nine month periods ended September 30, 2017, and for the year ended
December 31, 2016 are attached hereto as Exhibit 99.3.
(d) Exhibits
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Exhibit
No.
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Description
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Consent of Burnham
& Schumm P.C.
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Audited financial
statements of Interwest Transfer Company, Inc. for the fiscal years
ended December 31, 2016 and 2015
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Unaudited condensed
financial statements of Interwest Transfer Company,
Inc. as of September 30, 2017 and for the nine month periods
ended September 30, 2017 and September 30, 2016
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Unaudited pro forma
financial information for Issuer Direct Corporation after giving
effect to the acquisition of Interwest Transfer Company, Inc. and
adjustments as described in such pro forma financial information as
of September 30, 2017, for the nine month periods ended September
30, 2017 and for the year ended December 31, 2016.
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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.
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Issuer
Direct Corporation
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Date: December
13, 2017
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By:
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/s/ Brian R.
Balbirnie
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Brian R.
Balbirnie
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Chief Executive
Officer
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