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SEC Filings

8-K
NN INC filed this Form 8-K on 10/20/2015
Entire Document
 


(o) No Material Adverse Change. Except as otherwise disclosed in the Offering Memorandum (exclusive of any amendment or supplement thereto), subsequent to the respective dates as of which information is given in the Offering Memorandum (exclusive of any amendment or supplement thereto) there has been no material adverse change in the financial condition, business, properties, business prospects or results of operations of the Company and its subsidiaries taken as a whole (any such change is called a “Material Adverse Change”). Neither the Company nor any of its subsidiaries has sustained since the date of the last audited financial statements included in the Offering Memorandum any loss or interference with its business material to the Company and its subsidiaries considered as a whole, otherwise than as set forth in the Offering Memorandum. Since the respective dates as of which information is given in the Offering Memorandum, there has not been any (i) material change in the capitalization of the Company or its subsidiaries, (ii) material increase in the aggregate in the consolidated short-term or long-term debt of the Company, (iii) transaction that is material to the Company and its subsidiaries contemplated or entered into by the Company or any of its subsidiaries, (iv) obligation, contingent or otherwise, directly or indirectly incurred by the Company or any subsidiary that is material to the Company and its subsidiaries taken as a whole, (v) dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, except for any dividend or distribution consistent with the Company’s past practice, or (vi) Material Adverse Change, in each case otherwise than as set forth in the Offering Memorandum.

(p) Independent Accountants. (i) PricewaterhouseCoopers LLP, during the periods covered by the consolidated financial statements of the Company and the related schedules and notes thereto included in the Offering Memorandum on which they reported were, and currently are, an independent registered public accounting firm within the meaning of the Securities Act, the Exchange Act and the rules of the Public Company Accounting Oversight Board, (ii) Deloitte and Touche LLP, who has certified the financial statements of Autocam Corporation (“Autocam”), a wholly-owned subsidiary of the Company, were on the dates of its reports on such financial statements, and currently are, an independent auditor with respect to Autocam under Rule 101 of The American Institute of Certified Public Accountants (“AICPA”) Code of Professional Conduct and its interpretations and rulings and (iii) Ernst & Young LLP, during the periods covered by the consolidated financial statements of PEP and the related schedules and notes thereto included in the Offering Memorandum on which they reported were, and currently are, an independent auditor with respect to PEP under Rule 101 of The AICPA Code of Professional Conduct and its interpretations and rulings.

(q) Preparation of the Financial Statements. The consolidated financial statements of the Company included in the Offering Memorandum, together with the related schedules and notes, fairly present in all material respects the financial condition of the Company and its subsidiaries as of the respective dates indicated and the consolidated statements of operations, cash flows and changes in stockholders’ equity for the respective periods specified, in each case in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as otherwise indicated in the notes thereto) and in accordance with Regulation S-X promulgated by the Commission. The financial information of Autocam included in the Offering

 

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