CENTRAL GARDEN & PET CO true 0000887733 0000887733 2021-02-11 2021-02-11 0000887733 us-gaap:CommonStockMember 2021-02-11 2021-02-11 0000887733 us-gaap:CommonClassAMember 2021-02-11 2021-02-11

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

(Amendment No. 2)

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 11, 2021

 

 

Central Garden & Pet Company

(Exact name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-33268   68-0275553
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification Number)

1340 Treat Boulevard, Suite 600, Walnut Creek, California 94597

(Address of Principal Executive offices) (Zip Code)

(925) 948-4000

(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   CENT   The NASDAQ Stock Market LLC
Class A Common Stock   CENTA   The NASDAQ Stock Market LLC

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. ☐

 

 

 


Introductory Note

As previously disclosed in its Current Report on Form 8-K filed on February 17, 2021 (the “Prior 8-K”) with the U.S. Securities and Exchange Commission (the “SEC”), Central Garden & Pet Company (the “Company”) acquired all of the outstanding shares of capital stock of Flora Parent, Inc., a Delaware corporation (“Green Garden”) on February 11, 2021 (the “Acquisition”). Pursuant to the Agreement and Plan of Merger, dated December 30, 2020, Genesis MergerCo, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, merged with and into Green Garden, with Green Garden surviving as a wholly-owned subsidiary of the Company.

On April 16, 2021, the Company filed Amendment No. 1 to the Prior 8-K to provide the audited consolidated financial statements of Green Garden as of and for the fiscal year ended September 30, 2020. This Amendment No. 2 is being filed to include the unaudited financial statements for the fiscal quarters ended December 31, 2020 and 2019 and the unaudited pro forma financial statements giving effect to the Acquisition.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of business acquired.

Audited consolidated financial statements of Flora Parent, Inc. for the fiscal year ended September 30, 2020 are attached hereto as Exhibit 99.1 and incorporated herein by reference.

Unaudited consolidated financial statements of Flora Parent, Inc. for the fiscal quarters ended December 31,2019 and 2020 are attached hereto as Exhibit 99.2 and incorporated herein by reference.

Pro forma consolidated financial statements of Central Garden & Pet Company for the fiscal year ended September 26, 2020 and the fiscal quarter ended December 26, 2020 are attached hereto as Exhibit 99.3 and incorporated herein by reference.

(d) Exhibits.

The following exhibits are included with this Current Report on Form 8-K/A:

 

Exhibit
Number
  

Description

2.1*    Agreement and Plan of Merger, dated December 30, 2020, among Flora Parent, Inc., a Delaware corporation, Genesis MergerCo, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (incorporated by reference to Exhibit 2.1 of the Company’s Form 8-K filed on February 11, 2021).
23.1*    Consent of RSM US LLP.
99.1*    Audited consolidated financial statements of Flora Parent, Inc. for the fiscal year ended September 30, 2020.
99.2    Unaudited consolidated financial statements of Flora Parent, Inc. for the fiscal quarters ended December 31, 2019 and 2020.
99.3    Pro forma financial statements of Central Garden & Pet Company for the fiscal year ended September 26, 2020 and the fiscal quarter ended December 26, 2020.
104    Cover Page Interactive Data File -the cover page iXBRL tags are embedded within the Inline XBRL document.).

 

   

Previously filed.

 

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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.

 

CENTRAL GARDEN & PET COMPANY
By:  

/s/ George A. Yuhas

  George A. Yuhas
  General Counsel and Secretary

Dated: April 27, 2021

 

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