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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): June 10, 2024
FORUM ENERGY TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware | | 001-35504 | | 61-1488595 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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| 10344 Sam Houston Park Drive | Suite 300 | Houston | TX | 77064 |
| (Address of Principal Executive Offices) | (Zip Code) |
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:
☐ 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:
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Title of each class | | Trading Symbol | | Name of each exchange on which registered |
Common Stock, par value $0.01 per share | | FET | | NYSE |
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. o
Item 2.02 Results of Operations and Financial Condition.
This Current Report on Form 8-K provides unaudited pro forma condensed combined financial statements of Forum Energy Technologies, Inc., a Delaware corporation (“Forum”), for the year ended December 31, 2023, as described in Item 9.01 below and which is incorporated into this Item 2.02 by reference, giving effect to the completion of the acquisition (the “Acquisition”) by Forum Canada ULC, an Alberta corporation and a wholly owned subsidiary of Forum (the “Purchaser”), of all of the issued and outstanding common shares of Variperm Holdings Ltd., an Alberta corporation (“Variperm”), in accordance with the terms of a Stock Purchase Agreement, dated as of November 1, 2023 (the “Agreement”), by and among Forum, the Purchaser, Variperm Energy Services Partnership, Jamie Olson, Elise Robertson, Slotting RemainCo Limited Partnership and Variperm Energy Services Partnership, as the representative of the sellers named therein. Upon consummation of the Acquisition and the other transactions contemplated by the Agreement on January 4, 2024, Variperm became a wholly owned subsidiary of the Purchaser.
In addition, to the extent required, the information contained in Item 8.01 of this Current Report on Form 8-K is incorporated into this Item 2.02 by reference.
The information contained in this Item 2.02 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
Pro Forma Financial Statements
This Current Report on Form 8-K provides a pro forma condensed combined balance sheet of Forum as of December 31, 2023 and a pro forma condensed combined statement of operations of Forum for the year ended December 31, 2023, as described in Item 9.01 below, which is incorporated into this Item 8.01 by reference.
Registration Statement
On March 27, 2024, Forum filed a Registration Statement on Form S-3 (the “Registration Statement”) relating to the registration of certain shares of Forum’s common stock, $0.01 par value, to be offered after the Registration Statement is declared effective by the selling stockholders identified therein.
The Registration Statement will incorporate this Current Report on Form 8-K by reference, including (i) the audited historical financial statements of Variperm and (ii) the pro forma condensed combined financial statements of Forum, as described in Item 9.01.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The historical audited consolidated financial statements and accompanying notes of Variperm as of and for the years ended December 31, 2023 and 2022 and the Independent Auditor's Report issued by Deloitte LLP are filed as Exhibit 99.1 hereto and are incorporated herein by reference.
(b) Pro Forma Financial Information
The unaudited pro forma condensed combined financial statements of Forum as of and for the year ended December 31, 2023 are filed as Exhibit 99.2 hereto and are incorporated herein by reference.
(d) Exhibits:
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| Exhibit No. | | Exhibit Title or Description |
| | Consent of Deloitte LLP. |
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| | Audited consolidated financial statements and accompanying notes of Variperm as of and for the years ended December 31, 2023 and 2022. |
| | Unaudited pro forma condensed combined financial statements of Forum as of and for the year ended December 31, 2023. |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
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.
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Date: June 10, 2024 | FORUM ENERGY TECHNOLOGIES, INC.
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| /s/ John C. Ivascu | |
| John C. Ivascu | |
| Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | |