Amendment: CBIZ Inc. filed SEC Form 8-K: Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets
$CBZ
Business Services
Consumer Discretionary
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
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Explanatory Note
On November 1, 2024, CBIZ, Inc. (the "Company") filed a Current Report on Form 8-K (the "Original Form 8-K") to report the completion (the "Closing") of the Merger (defined below) consummated in connection with the Agreement and Plan of Merger (the “Merger Agreement”), dated July 30, 2024, with Marcum LLP, a New York registered limited liability partnership (“Marcum”), Marcum Advisory Group LLC, a Delaware limited liability company and wholly owned subsidiary of Marcum (“MAG”), PMMS LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Merger Sub”), and Marcum Partners SPV LLC, a Delaware limited liability company (the “Owner Representative”).
Under the terms of the Merger Agreement, at the closing, Merger Sub merged with and into MAG, with MAG continuing as the surviving entity and as a wholly owned subsidiary of the Company (the “Merger”). Prior to the closing of the Merger, Marcum contributed substantially all of its non-attest business assets to MAG, subject to certain exclusions, and MAG assumed certain Marcum liabilities. In a separate transaction, CBIZ CPAs P.C., previously known as Mayer Hoffman McCann P.C., a national independent certified public accounting firm with which the Company has an existing Administrative Services Agreement, purchased from Marcum substantially all of Marcum’s attest business assets, subject to certain exclusions.
As permitted under Item 9.01 of Form 8-K, this Amendment No.1 to the Current Report on Form 8-K ("Amendment No.1") amends and supplements the Original Form 8-K solely to provide the unaudited pro forma combined financial information required under Item 9.01 of Form 8-K within 71 calendar days after the date on which the Original Form 8-K was required to be filed.
Item 9.01 Financial Statements and Exhibits
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial information of the Company required to be filed in connection with the acquistion described in Item 2.01 in the Original Form 8-K is filed as Exhibit 99.1 to this Amendment No. 1 and incorporated by reference herein.
(d) Exhibits
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.
Dated: November 5, 2024
CBIZ, Inc.
| By: | /s/ Jaileah X. Huddleston | |||||||
| Name: | Jaileah X. Huddleston | |||||||
| Title: | Senior Vice President, Chief Legal Officer, and Corporate Secretary | |||||||