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) February 9, 2001
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Fritz Companies, Inc.
(Exact name of registrant as spcified in its charter)
Delaware 0-20548 94-3083515
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
706 Mission Street, Suite 900, San Francisco, California 94103
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (415) 904-8360
Inapplicable
(Former name or former address if changed since last report)
Item 5. Other Events
Exhibit Index located on page 5.
On February 9, 2001, Fritz Companies issued a press release
disclosing that FedEx Corporation and Federal Express Corporation, a
wholly owned subsidiary of FedEx Corporation (collectively, "FedEx")
filed a complaint and request for injunctive relief in the Shelby
County Tennessee State Court against Fritz Companies, Inc on February
5, 2001. The complaint alleges that in the course of negotiating the
pending transaction with United Parcel Service, Inc. ("UPS"), Fritz
Companies breached its obligations not to disclose confidential
information and trade secrets under a mutual non-disclosure agreement
pertaining to FedEx's proposed acquisition of certain assets of Fritz
Companies and a customs brokerage service agreement among FedEx and
Fritz Companies, and seeks unspecified damages and injunctive relief.
On the day the complaint was filed, FedEx sought and obtained from the
Court, without prior notice to Fritz Companies, a temporary restraining
order prohibiting Fritz Companies from disclosing FedEx confidential
information, or otherwise breaching certain provisions of the mutual
non-disclosure agreement or customs brokerage service agreement. Fritz
Companies believes it has meritorious defenses and intends to
vigorously defend the lawsuit.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Number Exhibit
99.1 Press Release dated February 9, 2001, regarding the claims brought by
Federal Express Corporation and FedEx Corporation against Fritz
Companies, Inc.
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.
FRITZ COMPANIES, INC.
By: /s/ Jan H. Raymond
-----------------------------------------------
Jan H. Raymond, Executive Vice President,
Secretary and General Counsel
Dated: February 13, 2001
EXHIBIT INDEX
Number Exhibit
99.1 Press Release dated February 9, 2001, regarding the claims brought
by Federal Express Corporation and FedEx Corporation against
Fritz Companies, Inc.
EXHIBIT 99.1
[Fritz Companies, Inc. Logo] NEWS RELEASE
706 Mission Street, San Francisco, CA 94103, USA
FRITZ ANNOUNCES INTENT TO DEFEND LAWSUIT ON MERITS
SAN FRANCISCO, Feb. 9 - On Monday, February 5, 2001, FedEx Corporation and
Federal Express Corporation, a wholly owned subsidiary of FedEx Corporation
(collectively, "FedEx") filed a complaint and request for injunctive relief in
the Shelby County Tennessee State Court against Fritz Companies, Inc. ("Fritz
Companies," NASDAQ: FRTZ). The complaint alleges that in the course of
negotiating the pending transaction with United Parcel Service, Inc. ("UPS"),
Fritz Companies breached its obligations not to disclose confidential
information and trade secrets under a mutual non-disclosure agreement pertaining
to FedEx's proposed acquisition of certain assets of Fritz Companies and a
customs brokerage service agreement among FedEx and Fritz Companies, and seeks
unspecified damages and injunctive relief. On the day the complaint was filed,
FedEx sought and obtained from the Court, without prior notice to Fritz
Companies, a temporary restraining order prohibiting Fritz Companies from
disclosing FedEx confidential information, or otherwise breaching certain
provisions of the mutual non-disclosure agreement or customs brokerage service
agreement. Fritz Companies believes it has meritorious defenses and intends to
vigorously defend the lawsuit.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995:
In this press release, Fritz Companies makes forward-looking statements that are
subject to risks and uncertainties. These forward-looking statements include
information about possible or assumed future results of the litigation described
above. Also, when we use any of the words "believes", "expects", "anticipates"
or similar expressions, we are making forward-looking statements. Many possible
events or factors could affect the litigation described above.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the pending transaction, Fritz Companies and UPS will file a
proxy statement/prospectus with the SEC. STOCKHOLDERS OF FRITZ COMPANIES ARE
ADVISED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE,
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain a free
copy of the proxy statement/prospectus (when available) and other documents
filed by Fritz Companies or UPS with the SEC at the SEC's web site at
http://www.sec.gov. Free copies of the proxy statement/prospectus, once
available, and other filings by Fritz Companies with the SEC may also be
obtained by directing a request to Graeme Stewart, Fritz Investor Relations,
Telephone: (415) 538-0444.
Fritz Companies and its directors and executive officers may be deemed to be
participants in the solicitation of proxies in respect of the proposed merger.
Information about such directors and executive officers, including information
about their ownership of Fritz Companies stock, can be found in the Fritz
Companies proxy statement, dated August 18, 2000, for its 2000 annual meeting of
stockholders.
CONTACT: Graeme Stewart, Fritz Companies, Inc., Tel #: (415) 538-0444
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