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): August 6, 2007
Federal Signal Corporation
(Exact name of registrant as specified in its charter)
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| Delaware
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0-693
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36-1063330 |
(State or other jurisdiction
of incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.) |
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| 1415 W. 22nd Street, Oak Brook, Illinois
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60523 |
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(Zip Code) |
(630) 954-2000
(Registrant’s telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 2.01 Completion of Acquisition or Disposition of Assets
As previously reported by Federal Signal Corp. (“the Company”), on its Current Report on Form 8-K
that was dated August 6, 2007, and filed with the Securities and Exchange Commission on the same
date, on August 6, 2007, the Company acquired PIPS Technology, a privately-held developer and
manufacturer of automatic license plate recognition
(ALPR) systems. PIPS Technology is comprised of the combined
financial statements of PIPS Technology Limited and PIPS Technology
Inc. The cash purchase price of $115
million was financed using existing cash balances and funds available under the Company’s revolving
credit facility.
PIPS Technology, with offices in Hampshire, United Kingdom, and Knoxville, Tenn., is a global
leader in the design and manufacture of ALPR technology and optical character recognition software.
ALPR solutions are used in control and surveillance applications in markets such as traffic and
tolling, law enforcement, public safety and access control. ALPR-enabled cameras are used on
emergency vehicles and mounted on stationary support structures at access entry and tolling points
to capture license plate details for tolling, congestion zone charging and law enforcement
purposes.
This Current Report on Form 8-K/A is being filed as an amendment to the Initial Form 8-K to provide
the financial statements and pro forma financial information that were excluded from the Initial
Form 8-K as permitted by Item 9.01 of Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(a) Consent
of Independent Registered Public Accounting Firm.
(b) Financial Statements of Businesses Acquired.
Audited
combined financial statements of PIPS Technology as of December 31, 2006 and for
the year ended December 31, 2006.
Unaudited
combined financial statements of PIPS Technology for
the six month period ended June 30, 2007.
(c) Pro Forma Financial Information.
The unaudited pro forma balance sheet as of June 30, 2007 and unaudited pro forma statement of
operations of Federal Signal Corp. for the year ended December 31, 2006 and for the six months
ended June 30, 2007.