UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 9, 2012
Post Holdings, Inc.
(Exact name of registrant as specified in its charter)
(Exact name of registrant as specified in its charter)
Missouri | 1-35305 | 45-3355106 |
(State of Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
2503 S. Hanley Road
St. Louis, Missouri 63144
(Address, including Zip Code, of Principal Executive Offices)
St. Louis, Missouri 63144
(Address, including Zip Code, of Principal Executive Offices)
Registrant’s telephone number, including area code: (314) 644-7600
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 8.01. Other Events.
Post Holdings, Inc. (the “Company”) is filing this Current Report on Form 8-K, as well as another Current Report on Form 8-K today, in connection with the anticipated registration with the United States Securities and Exchange Commission (the “SEC”) on Form S-4 of the Company’s 7.375% Senior Notes due 2022 (the “Exchange Notes”) to be offered in exchange for the Company’s outstanding 7.375% Senior Notes due 2022 (the “Original Notes” and together with the Exchange Notes, the “Notes”) to provide supplemental financial information pursuant to Rule 3-10 of Regulation S-X regarding the Company’s wholly-owned subsidiary, Post Foods, LLC (the “Subsidiary Guarantor”), which guarantees the Notes.
The Company is disclosing financial information of the Subsidiary Guarantor in a new footnote, adding Note 16 to the Company’s unaudited condensed consolidated financial statements (the “Updated Interim Financial Statements”) included within the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 (originally filed with the SEC on September 14, 2012) (the “2012 Third Quarter Form 10-Q”). This is the only change to the previously filed financial statements in the 2012 Third Quarter Form 10-Q.
The Updated Interim Financial Statements are filed as Exhibit 99.1 to this Current Report on Form 8-K and have been revised solely to include the new footnote. Except as described in this Item 8.01, this Current Report does not modify or update the disclosures in the 2012 Third Quarter Form 10-Q. This Current Report and the exhibits hereto should be read in conjunction with the Company’s financial statements for the fiscal year ended September 30, 2011 and the Company’s subsequent filings made with the SEC, including the 2012 Third Quarter 10-Q.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits | Item | |
99.1 | Updated Unaudited Interim Financial Statements for the nine months ended June 30, 2012 | |
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema Document | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase 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 thereunto duly authorized.
Date: November 9, 2012 | Post Holdings, Inc. | |
(Registrant) | ||
By: | /s/ Robert V. Vitale | |
Name: Robert V. Vitale | ||
Title: Chief Financial Officer | ||
EXHIBIT INDEX
Exhibits Number | Description | |
99.1 | Updated Unaudited Interim Financial Statements for the nine months ended June 30, 2012 | |
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema Document | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |