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
December 11, 2008
Date of Report (Date of earliest event reported)
US 1 Industries, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Indiana
(State or Other Jurisdiction of Incorporation)
1-8129 95-3585609
_______________________ ________________
(Commission File Number) (IRS Employer Identification No.)
336 W. US 30,Valparaiso, Indiana 46385
________________________________________ __________
(Address of Principal Executive Offices) (Zip Code)
(219) 476-1300
___________________________________________________
(Registrant's Telephone Number, Including Area Code)
Not Applicable
_____________________________________________________________
(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 (see General
Instruction A.2. below):
_____ 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 1.01 Entry into a Material Definitive Agreement
On December 12, 2008, US 1 Industries, Inc. (the "Company")
entered into a Membership Purchase Agreement by and among the Company,
ARL, Inc., Aficionado Transport, Inc. and Ronald K. Faherty (the
"Agreement"). Pursuant to the Agreement, the Company is acquiring a
60% interest in ARL Transport, LLC ("ARL"), which, together with its
subsidiaries, is acquiring substantially all of the assets of, and
assuming certain liabilities of, ARL, Inc. and Aficionado Transport,
Inc. The Company has agreed to pay approximately $1.59 million at
closing for the 60% interest in ARL. An additional $900,000 will be
paid for the 60% interest if ARL meets certain EBITDA targets over the
next four years. Further, the Company has also agreed to loan ARL funds
to refinance the liabilities assumed by ARL, which amount is expected to
be approximately $13 million.
If ARL meets or exceeds certain EBITDA targets in each of the next
four years, the Company will make earnout payments that in the aggregate
will not exceed $2 million. The Company will also issue non-qualified
stock options to acquire shares of the Company's common stock to certain
executives of ARL, Inc. and Aficionado Transport, Inc. that have agreed to
remain with ARL after completion of the transaction.
The parties have each made customary representations, warranties and
covenants in the Agreement and the closing of the transaction is subject to
the satisfaction of certain customary conditions, including the transfer of
substantially all of the assets of ARL, Inc. and Aficionado Transport, Inc.
to ARL and its subsidiary. The Company expects the transaction to close in
mid-December.
SIGNATURES
Pursuant to the requirements of Section 12 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.
US 1 Industries, Inc.
By: /s/ Michael E. Kibler
____________________________
Michael E. Kibler
President and Chief Executive Officer
Dated: December 17, 2008