INDUSTRIAL SERVICES OF AMERICA, INC. (NASDAQ:IDSA) Files An 8-K Other Events
Item 8.01 OTHER EVENTS.
The statements in this Current Report on Form 8-K that are not historical, including without limitation statements regarding the Company’s beliefs, expectations, prospects, strategic plans and statements regarding the sale of the Assets or other future transactions, constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact should be considered “forward-looking statements” for these purposes. In some cases, forward-looking statements can be identified by the use of such terminology as “may,” “will,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “potential,” or “continues,” or the negative thereof or other similar words. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we can give no assurance that such expectations or any of our forward-looking statements will prove to be correct. Examples of forward-looking statements include, but are not limited to, those regarding the transactions contemplated by the Purchase Agreement and the Plan of Dissolution. Forward-looking statements are subject to inherent risks and uncertainties, and actual results and developments may be materially different from those expressed or implied by the forward-looking statements. Important factors that could cause actual results to differ from those expressed or implied by the forward-looking statements include the possibility that the transactions contemplated by the Asset Purchase Agreement will not close, including without limitation as a result of the failure to satisfy the closing conditions, including failure of the Company to obtain the required shareholder approval; that disruption from the pending sale and dissolution may make it more difficult to maintain business and operational relationships for the Company; that the Company may not obtain shareholder approval of the transactions and the Plan of Dissolution; that the costs and reserves associated with the transactions and the Plan of Dissolution may be higher than anticipated; that the length of time associated with the consummation of the transactions and the Plan of Dissolution may be longer than anticipated for various reasons; and that the other anticipated benefits from the sale of the Assets and the Plan of Dissolution will not be realized.
Further information on risks we face is contained in our filings with the SEC, including our Form 10-K, as amended, for the fiscal year ended December 31, 2018, and will be contained in our SEC filings in connection with the sale of the Assets and the Plan of Dissolution. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. Because of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
INDEX TO EXHIBITS
| 2.1 | * | Asset Purchase Agreement dated as of August 16, 2019, by and among River Metals Recycling LLC, The David J. Joseph Company, Industrial Services of America, Inc., ISA Indiana, Inc., ISA Logistics LLC, ISA Real Estate, LLC, ISA Indiana Real Estate LLC, 7021 Grade Lane LLC, 7124 Grade Lane LLC, and 7200 Grade Lane LLC. |
| 99.1 | Press Release, dated as of August 19, 2019, issued by Industrial Services of America, Inc. | |
| * | Schedules omitted INDUSTRIAL SERVICES OF AMERICA INC Exhibit EX-2.1 2 ex21_1.htm EXHIBIT 2.1 EXHIBIT 2.1 ASSET PURCHASE AGREEMENT by and among RIVER METALS RECYCLING LLC,… To view the full exhibit click here
About INDUSTRIAL SERVICES OF AMERICA, INC. (NASDAQ:IDSA) Industrial Services of America, Inc. buys, processes and markets ferrous and non-ferrous metals, and other recyclable commodities. The Company operates through Recycling Segment. The Company’s Recycling Segment collects, purchases, processes, and sells ferrous and non-ferrous scrap metal to steel mini-mills, integrated steel makers, foundries and refineries. It buys, dismantles and sells used auto parts. It purchases ferrous and non-ferrous scrap metal from industrial and commercial generators of steel, iron, aluminum, copper, stainless steel and other metals, and from scrap dealers and retail customers who deliver these materials to its facilities. It processes scrap metal through sorting, cutting and baling. Its non-ferrous scrap recycling operations consist of collecting, sorting and processing various grades of copper, aluminum, stainless steel and brass. Its used automobile yard purchases automobiles so that retail customers can locate and remove used parts for purchase. |
