UNITED STATES
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
Date of Report (Date of earliest event reported): March 5, 2012
Quality Distribution, Inc.
(Exact name of Co-Registrant as specified in its charter)
| Florida | 000-24180 | 59-3239073 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
4041 Park Oaks Blvd., Suite 200,
Tampa, Florida 33610
(Address of principal executive offices) (Zip Code)
(813) 630-5826
(Registrant’s telephone number, including area code)
N/A
(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 8.01 | Other Events. |
On March 5, 2012, the Company announced that it intends to offer through a public offering up to 2,500,000 shares of its common stock. In addition, certain of the Company’s stockholders are offering for resale to the public approximately 2,500,000 shares of the Company’s common stock owned by them. Such stockholders will grant to the underwriters of the common stock offering an option to purchase up to 750,000 additional shares of common stock. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. | Description | |
| 99.1 | Text of press release, dated March 5, 2012. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the co-registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized this 5th day of March, 2012.
| QUALITY DISTRIBUTION, INC. | ||
| BY: | /s/ Joseph J. Troy | |
Joseph J. Troy Executive Vice President and Chief Financial Officer | ||
EXHIBIT INDEX
Exhibit | Description | |
| 99.1 | Text of press release, dated March 5, 2012. | |