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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-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): August 1, 2024

 

Quanex Building Products Corporation

(Exact name of registrant as specified in its charter)

 

Delaware   001-33913   26-1561397
(State or other jurisdiction of
incorporation)
  (Commission File Number) (IRS Employer Identification No.)

 

945 Bunker Hill Road, Suite 900

Houston. Texas

  77024
(Address of principal executive office)   (Zip Code)

 

Registrant's telephone number, including area code: (713) 961-4600

 

N/A

(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:

 

Title of each class   Trading
Symbol(s)
  Name of each exchange on which registered
Common Stock, par value $0.01 per share   NX   New York Stock Exchange

 

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. ¨

 

 

 

 

 

 

Explanatory Note

 

As previously disclosed in the Current Report on Form 8-K filed by Quanex Building Products Corporation, a Delaware corporation (“Quanex”) on August 1, 2024 (the “Initial Form 8-K”), on August 1, 2024, Quanex completed its acquisition of all of the outstanding shares of Tyman plc, a company incorporated in England and Wales (“Tyman”), by way of a court sanctioned scheme of arrangement under Part 26 of the UK Companies Act 2006.

 

This Amendment No. 1 to the Initial Form 8-K amends the Initial Form 8-K to include the pro forma financial information required by Item 9.01(b). Except as provided herein, the disclosures made in the Initial Form 8-K remain unchanged.

 

Item 9.01.Financial Statements and Exhibits.

 

(b) Pro Forma Financial Information.

 

The unaudited pro forma condensed combined financial information of Quanex for the nine months ended July 31, 2024, giving effect to the acquisition of Tyman, and the notes related thereto are filed as Exhibit 99.1 hereto and incorporated herein by reference.

 

(d) Exhibits.

 

Exhibit No.   Description of Exhibit
99.1   Unaudited pro forma condensed combined financial information of Quanex Building Products Corporation for the nine months ended July 31, 2024.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

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.

 

  Quanex Building Products Corporation
     
Date: October 16, 2024 By:  /s/ Scott Zuehlke
    Name: Scott Zuehlke
    Title:   SVP, CFO and Treasurer