-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FEafyoK0FP0kuiqL0fc3EUT8EvWw8bNaq3y1w/WUIfUqfceoBQkoAcxLCflTilL+ ND4M2ok5G9wyHsQuXSMq2A== 0001104659-04-038211.txt : 20041202 0001104659-04-038211.hdr.sgml : 20041202 20041202172144 ACCESSION NUMBER: 0001104659-04-038211 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041122 ITEM INFORMATION: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review FILED AS OF DATE: 20041202 DATE AS OF CHANGE: 20041202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PENHALL INTERNATIONAL CORP CENTRAL INDEX KEY: 0001070772 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS EQUIPMENT RENTAL & LEASING [7350] IRS NUMBER: 860634394 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-64745 FILM NUMBER: 041181438 BUSINESS ADDRESS: STREET 1: 1801 PENHALL WAY CITY: ANAHEIM STATE: CA ZIP: 92803 BUSINESS PHONE: 7147726450 8-K 1 a04-14353_18k.htm 8-K

As filed with the Securities and Exchange Commission on December 2, 2004

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  November 22, 2004

 

PENHALL INTERNATIONAL CORP.

(Exact name of Registrant as specified in its charter)

 

Arizona

 

333-64745

 

86-0634394

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

 

 

 

 

1801 Penhall Way, Anaheim, California

 

92803

(Address of Principal Executive Offices)

 

(Zip Code)

 

 

 

 

 

Registrant’s telephone number, including area code: (714) 772-6450

 

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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

 

 


 

Item 4.02.  Non-Reliance on Previously Issued Financial Statements.

 

The matters disclosed below were previously reported in the Quarterly Report on Form 10-Q for the period ended September 30, 2004 (the “Form 10-Q”) filed by Penhall International Corp. (the “Company”) with the Securities and Exchange Commission on November 30, 2004.

 

The Company has restated its consolidated balance sheets as of June 30, 2004 and certain prior periods to reclassify the portions of our common stock and Series B Preferred stock which contain redemption provisions that are outside the control of the Company under the 1998 security holders agreement (the “Stockholders Agreement”).  The Stockholders Agreement was entered into in connection with the 1998 leveraged-recap transaction and contains provisions that grant the option to certain management stockholders upon the death, disability or termination of the management stockholder to require the Company to repurchase these securities at specified amounts (effectively a put option).  In addition, the Company was granted a corresponding right to purchase such securities at the Company’s option under identical terms.  EITF Topic D-98, “Classification and Measurement of Redeemable Securities,” and ASR No. 268, “Presentation in Financial Statements of Redeemable Preferred Stocks,” provide the guidance regarding classification of the shares subject to a put option.  In addition, the Stockholders Agreement and the Company’s Indenture place certain limits on the dollar amount and number of shares that may be repurchased.  The Company has reclassified the carrying value of the shares that are subject to the put option from permanent stockholders’ equity into the mezzanine equity section of the Company’s consolidated balance sheets.  This revised presentation does not affect our consolidated results of operations or cash flows.  As of June 30, 2004 and September 30, 2004, the Company had 7,688 shares of Series B Preferred and 324,858 shares of common stock subject to the put option provision.

 

The Company has also restated its consolidated balance sheets and statement of stockholders’ deficit for the year ended June 30, 2004 and certain prior periods to reverse the accrual of 13% cumulative dividends, which have not been declared by the board of directors, which historically were recorded as an increase in the carrying value of the Series B Preferred stock and accumulated deficit.

 

 

 

June 30, 2004

 

 

 

As Previously
Reported

 

As Restated

 

Mezzanine Equity

 

 

 

 

 

Series B Preferred stock subject to put option

 

$

—

 

$

7,688,000

 

Common stock and additional paid-in capital subject to put option

 

—

 

325,000

 

 

 

 

 

 

 

Permanent Stockholder’s Equity

 

 

 

 

 

Series B Preferred stock

 

40,490,000

 

11,282,000

 

Common stock

 

10,000

 

7,000

 

Additional paid-in capital

 

2,082,000

 

1,760,000

 

Accumulated deficit

 

(128,438,000

)

(106,918,000

)

 

Following discussions among members of the Company’s audit committee and the Company's independent public accountants, on November 22, 2004 the Company concluded that it will amend the Company’s Annual Report on Form 10-K for the year ended June 30, 2004 to reflect the restatements described above; accordingly, the consolidated balance sheets and statements of stockholder’s deficits contained therein should no longer be relied upon.

 

2


 

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.

 

 

 

PENHALL INTERNATIONAL CORP.

 

 

 

 

 

 

Dated: December 2, 2004

By:

/s/ John T. Sawyer

 

 

John T. Sawyer

 

 

Chief Executive Officer

 

3

 -----END PRIVACY-ENHANCED MESSAGE-----