UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 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): April 30, 2010
PIONEER
POWER SOLUTIONS, INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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333-155375
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26-3387077
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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One
Parker Plaza
400
Kelby Street, 9th Floor
Fort
Lee, New Jersey
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (212) 867-0700
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(Former
name or former address, if changed since last report)
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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))
Explanatory
Note
On May 4, 2010, Pioneer Power
Solutions, Inc. (“Pioneer”) filed a Current Report on Form 8-K with the U.S.
Securities and Exchange Commission (the “SEC”) concerning the consummation of a
merger (the “Merger”) whereby Pioneer acquired Jefferson Electric, Inc.
(“Jefferson”) and certain related agreements and transactions. This
Amendment No. 1 (“Amendment No. 1”) is being filed to provide the financial
statements described under Item 9.01 below, in accordance with the requirements
of Item 9.01 of Form 8-K.
Item
9.01. Financial Statements and Exhibits.
(a)
Financial statements of businesses acquired.
The audited combined financial
statements of Jefferson for the years ended December 31, 2009 and 2008 are
attached as Exhibit 99.1 to this Amendment No. 1 and are incorporated herein by
reference.
The unaudited combined financial
statements of Jefferson for the three months ended March 31, 2010 and 2009 are
attached as Exhibit 99.2 to this Amendment No. 1 and are incorporated herein by
reference.
(b) Pro
forma financial information.
Unaudited
pro forma consolidated financial statements and explanatory notes relating to
the Merger as of March 31, 2010, for the three month period ended March 31, 2010
and for the year ended December 31, 2009 are attached as Exhibit 99.3 to this
Amendment No. 1 and are incorporated herein by reference.
(d)
Exhibits.
Exhibit No.
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Description
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99.1
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Audited
combined financial statements of Jefferson Electric, Inc. for the years
ended December 31, 2009 and 2008.
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99.2
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Unaudited
combined financial statements of Jefferson Electric, Inc. for the three
months ended March 31, 2010 and 2009.
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99.3
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Unaudited
pro forma consolidated financial statements and explanatory notes relating
to the Merger as of March 31, 2010, for the three month period ended March
31, 2010 and for the year ended December 31,
2009.
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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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PIONEER
POWER SOLUTIONS, INC.
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By:
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/s/
Nathan
J. Mazurek |
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Name:
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Nathan
J. Mazurek
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Title:
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Chief
Executive Officer
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EXHIBIT
INDEX
Exhibit No.
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Description
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99.1
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Audited
combined financial statements of Jefferson Electric, Inc. for the years
ended December 31, 2009 and 2008.
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99.2
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Unaudited
combined financial statements of Jefferson Electric, Inc. for the three
months ended March 31, 2010 and 2009.
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99.3
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Unaudited
pro forma consolidated financial statements and explanatory notes relating
to the Merger as of March 31, 2010, for the three month period ended March
31, 2010 and for the year ended December 31,
2009.
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