Form 8-K/A

 

 

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): December 31, 2011

 

 

ICF International, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-33045   22-3661438

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification Number)

9300 Lee Highway, Fairfax, Virginia   22031
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (703) 934-3000

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:

 

¨ 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))

 

 

 

Item 9.01 Financial Statements and Exhibits

Explanatory Note

As previously reported, On December 31, 2011, ICF International, Inc. (the “Company”), through its wholly-owned subsidiary ICF Consulting Group, Inc. (the “Purchaser”), completed its acquisition of Ironworks Consulting, L.L.C., a Virginia limited liability company (“Ironworks”) pursuant to a Membership Interest Purchase Agreement (the “Purchase Agreement”) with the members (the “Members”) of Ironworks dated December 12, 2011. This Form 8-K/A is filed as an amendment to the Form 8-K filed by the Company on January 3, 2012. The information previously reported in the Form 8-K is hereby incorporated by reference into this Form 8-K/A. The purpose of this Form 8-K/A is to file the financial statements and pro forma information required by Item 9.01.

 

  (a) Financial statements of businesses acquired

The following audited year-end financial statements are attached hereto as Exhibit 99.1 and incorporated herein by reference:

 

  i. Independent Auditors’ Report

 

  ii. Balance Sheets as of December 31, 2010 and December 31, 2009

 

  iii. Statements of Operations and Changes in Members’ Capital for the Years Ended December 31, 2010 and December 31, 2009

 

  iv. Statements of Cash Flows for the Years Ended December 31, 2010 and December 31, 2009

 

  v. Summary of Accounting Policies

 

  vi. Notes to Financial Statements

The following unaudited interim financial statements are attached hereto as Exhibit 99.2 and incorporated herein by reference:

 

  i. Unaudited Condensed Balance Sheets as of September 30, 2011 and December 31, 2010

 

  ii. Unaudited Condensed Statements of Operations and Changes in Members’ Capital for the Nine Months Ended September 30, 2011 and September 30, 2010

 

  iii. Unaudited Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2011 and September 30, 2010

 

  iv. Notes to Unaudited Condensed Interim Financial Statements

 

  (b) Pro forma financial information

The following pro forma financial statements are attached hereto as Exhibit 99.3 and incorporated herein by reference:

 

  i. Unaudited Pro Forma Balance Sheet as of September 30, 2011

 

  ii. Unaudited Pro Forma Statement of Earnings for the Nine Months Ended September 30, 2011

 

  iii. Unaudited Pro Forma Statement of Earnings for the Twelve Months Ended December 31, 2010

 

  iv. Notes to Unaudited Pro Forma Financial Statements

 

  (c) Shell company transactions

Not applicable

 

  (d) Exhibits

 

  23.1 Consent of Independent Auditors’

 

  99.1 Audited Financial Statements of Business Acquired

 

  99.2 Interim Unaudited Financial Statements of Business Acquired

 

  99.3 Pro Forma Financial Information

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.

 

    ICF International, Inc.
Date: March 1, 2012   By:  

/s/ Sandra Murray

    Sandra Murray
    Senior Vice President & Interim Chief Financial Officer