UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K/A
(Amendment No. 1)
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, 2018
Altair Engineering Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-38263 | 38-2591828 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1820 E. Big Beaver Road Troy, Michigan | 48083 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (248)614-2400
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form8-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 toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
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 Rule12b-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. ☐
Explanatory Note
This Amendment No. 1 to Current Report on Form8-K is being filed by Altair Engineering Inc. (“Altair”) for the purpose of amending and supplementing Item 9.01 of the Current Report on Form8-K originally filed by Altair with the Securities and Exchange Commission (“SEC”) on December 13, 2018 (the “Original Form8-K”) in connection with the consummation of the acquisition by Altair of Datawatch Corporation (“Datawatch”). As indicated in the Original Form8-K, this Amendment No. 1 to Current Report on Form8-K is being filed to provide the information required by Item 9.01(a) and (b) of Form8-K and Rule3-05(b) of RegulationS-X that was not previously filed with the Original Form8-K, as permitted by the rules of the SEC.
Forward-Looking Statements
Information in this Amendment No. 1 to Current Report onForm 8-K, together with the exhibits attached hereto, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, including, but not limited to, statements regarding the integration of Altair Engineering Inc. and Datawatch Corporation, the expected benefits and costs of Altair’s acquisition of Datawatch, Altair’s plans relating to the acquisition, the future financial and accounting impact of the acquisition, and any statements of expectation or belief or assumptions underlying any of the foregoing. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. Factors that could cause actual results and the timing of certain events to differ materially from the forward-looking statements, include, but are not limited to, the possibility that the expected costs and benefits of the acquisition may not materialize as expected, the possibility that preliminary financial reporting estimates and assumptions may prove to be incorrect, the failure of Altair to successfully integrate the Datawatch business or realize synergies, conditions in the capital and financial markets, general economic conditions and other risks that are described in Altair’s Annual Report onForm 10-K for the year ended December 31, 2017 and its other filings with the SEC.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
The following financial statements are being filed as exhibits to this amendment and are incorporated by reference herein:
Exhibit 99.3 — The audited consolidated balance sheet of Datawatch Corporation as of September 30, 2018 and the related consolidated statements of operations, comprehensive loss, shareholders’ equity and cash flows for each of the years in thetwo-year period ended September 30, 2018, and the related notes, are attached hereto as Exhibit 99.3.
Exhibit 23.1 — The consent of the Independent Auditors of Datawatch Corporation is attached hereto as Exhibit 23.1.
(b) Unaudited pro forma financial information.
The following pro forma financial information is being filed as an exhibit to this amendment and is incorporated by reference herein:
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Exhibit 99.4 — (i) The unaudited pro forma condensed combined balance sheet which gives effect to the merger as if it had occurred on September 30, 2018; (ii) The related unaudited pro forma condensed combined statements of operations for the nine-month period ended September 30, 2018, and the year ended December 31, 2017, which gives effect to the merger as if it had occurred on January 1, 2017; and (iii) the related notes to such unaudited pro forma condensed combined financial statements.
(d) Exhibits:
* | Filed herewith. |
** | Previously filed. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No.1 to be signed on its behalf by the undersigned hereunto duly authorized.
ALTAIR ENGINEERING INC. | ||||
Dated: February 22, 2019 | By: | /s/ Howard N. Morof | ||
Name: Howard N. Morof | ||||
Title: Chief Financial Officer |
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