UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) July 9, 2007
HUB GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
0-27754 | 36-4007085 |
| (Commission File Number) | (I.R.S. Employer Identification No.) |
Downers Grove, Illinois 60515
(Address and zip code of principal executive offices)
(630) 271-3600
(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 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 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
On July 9, 2007, the definitive agreement by which Hub Group, Inc. was to acquire substantially all of the assets of Interdom Partners, Commercial Cartage, Inc. and Pride Logistics, LLC for approximately $26.4 million in cash, plus two earnout payments not to exceed $2.5 million each, was mutually terminated by the parties. As a result of this termination, Hub expects to expense approximately $300,000 in transaction related costs in the second quarter 2007. A copy of the mutual termination letter is attached as Exhibit 10.1 to this Form 8-K and a copy of the press release issued by Hub regarding the termination of the purchase agreement is attached as Exhibit 99.1 to this Form 8-K.
The following documents are filed as part of the report:
| (a) | Not Applicable. | |
| (b) | Not Applicable. | |
| (c) | Not Applicable. | |
| (d) | A list of exhibits filed herewith is contained on the Exhibit | |
| Index which immediately precedes such exhibits and is | ||
| incorporated herein by reference. |
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.
| HUB GROUP, INC. | |
| DATE: July 9, 2007 | By /s/ Terri Pizzuto |
| Terri Pizzuto | |
Executive Vice President, Chief Financial Officer and Treasurer | |
EXHIBIT INDEX
Exhibit No.
| 10.1 | Termination letter, dated July 9, 2007, by and among Comtrak Logistics, Inc., Hub City Terminals, Inc., Interdom Partners, Commercial Cartage, Inc. and Pride Logistics, L.L.C. | |
| 99.1 | Press release, issued on July 9, 2007, announcing the termination of a definitive purchase agreement regarding the acquisition by Hub Group, Inc. of the assets of Interdom Partners, Commercial Cartage, Inc. and Pride Logistics, L.L.C. |