SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest
event reported) December 27, 1999
Consolidated Delivery & Logistics, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-26954 22-3350958
(State of (Commission File Number) (IRS Employer
incorporation) Identification No.)
380 Allwood Road, Clifton, New Jersey 07012
(Address of principal executive offices) (Zip Code)
(973) 471-1005
(Registrant's telephone number,
including area code)
Not Applicable
(Former name or former address, if changed since last report)
Items 1-4. Not Applicable.
Item 5. Other Events.
On December 27, 1999, the Board of Directors of Consolidated Delivery
& Logistics, Inc., a Delaware corporation (the "Company"), announced the
declaration of a dividend payable January 7, 2000 of one right (a "Right") for
each outstanding share of common stock, par value $.001 per share ("Common
Stock"), of the Company held of record at the close of business on January 6,
2000 (the "Record Time"), or issued thereafter and prior to the Separation Time
(as hereinafter defined) and thereafter pursuant to options and convertible
securities outstanding at the Separation Time. The Rights will be issued
pursuant to a Stockholder Protection Rights Agreement, dated as of December 27,
1999 (the "Rights Agreement"), between the Company and American Stock Transfer &
Trust Company, as Rights Agent (the "Rights Agent"). Each Right entitles its
registered holder to purchase from the Company, after the Separation Time, one
one-hundredth of a share of Participating Preferred Stock, par value $0.01 per
share ("Participating Preferred Stock"), for $27.00 (the "Exercise Price"),
subject to adjustment.
The Rights will be evidenced by the Common Stock certificates until
the close of business on the earlier of (either, the "Separation Time") (i) the
tenth business day (or such later date as the Board of Directors of the Company
may from time to time fix by resolution adopted prior to the Separation Time
that would otherwise have occurred) after the date on which any Person (as
defined in the Rights Agreement) commences a tender or exchange offer which, if
consummated, would result in such Person's becoming an Acquiring Person, as
defined below, and (ii) the first date or such later date as the Board of
Directors of Consolidated Delivery & Logistics, Inc. may from time to time fix
(the "Flip-in Date") of public announcement by the Company or any Person that
such Person has become an Acquiring Person (the date of such public announcement
being, the "Stock Acquisition Date"); provided that if the foregoing results in
the Separation Time being prior to the Record Time, the Separation Time shall be
the Record Time; and provided further that if a tender or exchange offer
referred to in clause (i) is cancelled, terminated or otherwise withdrawn prior
to the Separation Time without the purchase of any shares of stock pursuant
thereto, such offer shall be deemed never to have been made. An Acquiring Person
is any Person having Beneficial Ownership (as defined in the Rights Agreement)
of 15% or more of the outstanding shares of Common Stock, which term shall not
include (i) the Company, any wholly-owned subsidiary of the Company or any
employee stock ownership or other employee benefit plan of the Company, (ii) any
person who is the Beneficial Owner of 15% or more of the outstanding Common
Stock as of the date of the Rights Agreement or who shall become the Beneficial
Owner of 15% or more of the outstanding Common Stock solely as a result of an
acquisition of Common Stock by the Company, until such time as such Person
acquires additional Common Stock, other than through a dividend or stock split,
(iii) any Person who becomes the Beneficial Owner of 15% or more of the
outstanding Common Stock without any plan or intent to seek or affect control of
the Company if such Person promptly divests sufficient securities such that such
15% or greater Beneficial Ownership ceases or (iv) any Person who Beneficially
Owns shares of Common Stock consisting solely of (A) shares acquired pursuant to
the grant or exercise of an option granted by the Company in connection with an
agreement to merge with, or acquire, the Company entered into prior to a Flip-in
Date, (B) shares owned by such Person and its Affiliates and Associates at the
time of such grant and (C) shares, amounting to less than 1% of the outstanding
Common Stock, acquired by Affiliates and Associates of such Person after the
time of such grant. The Rights Agreement provides that, until the Separation
Time, the Rights will be transferred with and only with the Common Stock. Common
Stock certificates issued after the Record Time but prior to the Separation Time
shall evidence one Right for each share of Common Stock represented thereby and
shall contain a legend incorporating by reference the terms of the Rights
Agreement (as such may be amended from time to time). Notwithstanding the
absence of the aforementioned legend, certificates evidencing shares of Common
Stock outstanding at the Record Time shall also evidence one Right for each
share of Common Stock evidenced thereby. Promptly following the Separation Time,
separate certificates evidencing the Rights ("Rights Certificates") will be
mailed to holders of record of Common Stock at the Separation Time.
The Rights will not be exercisable until the Business Day (as defined
in the Rights Agreement) following the Separation Time. The Rights will expire
on the earliest of (i) the Exchange Time (as defined below), (ii) the close of
business on January 7, 2010, (iii) the date on which the Rights are redeemed as
described below and (iv) upon the merger of the Company into another corporation
pursuant to an agreement entered into prior to a Stock Acquisition Date (in any
such case, the "Expiration Time").
The Exercise Price and the number of Rights outstanding, or in certain
circumstances the securities purchasable upon exercise of the Rights, are
subject to adjustment from time to time to prevent dilution in the event of a
Common Stock dividend on, or a subdivision or a combination into a smaller
number of shares of, Common Stock, or the issuance or distribution of any
securities or assets in respect of, in lieu of or in exchange for Common Stock.
In the event that prior to the Expiration Time a Flip-in Date occurs,
the Company shall take such action as shall be necessary to ensure and provide
that each Right (other than Rights Beneficially Owned by the Acquiring Person or
any affiliate or associate thereof, which Rights shall become void) shall
constitute the right to purchase from the Company, upon the exercise thereof in
accordance with the terms of the Rights Agreement, that number of shares of
Common Stock of the Company having an aggregate Market Price (as defined in the
Rights Agreement), on the Stock Acquisition Date that gave rise to the Flip-in
Date, equal to twice the Exercise Price for an amount in cash equal to the then
current Exercise Price. In addition, the Board of Directors of the Company may,
at its option, at any time after a Flip-in Date and prior to the time that an
Acquiring Person becomes the Beneficial Owner of more than 50% of the
outstanding shares of Common Stock, elect to exchange all (but not less than
all) the then outstanding Rights (other than Rights Beneficially Owned by the
Acquiring Person or any affiliate or associate thereof, which Rights become
void) for shares of Common Stock at an exchange ratio of one share of Common
Stock per Right, appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the date of the Separation Time
(the "Exchange Ratio"). Immediately upon such action by the Board of Directors
(the "Exchange Time"), the right to exercise the Rights will terminate and each
Right will thereafter represent only the right to receive a number of shares of
Common Stock equal to the Exchange Ratio.
Whenever the Company shall become obligated, as described in the
preceding paragraph, to issue shares of Common Stock upon exercise of or in
exchange for Rights, the Company, at its option, may substitute therefor shares
of Participating Preferred Stock, at a ratio of one one-hundredth of a share of
Participating Preferred Stock for each share of Common Stock so issuable.
In the event that prior to the Expiration Time the Company enters
into, consummates or permits to occur a transaction or series of transactions
after the time an Acquiring Person has become such in which, directly or
indirectly, (i) the Company shall consolidate or merge or participate in a
binding share exchange with any other Person if, at the time of the
consolidation, merger or share exchange or at the time the Company enters into
an agreement with respect to such consolidation, merger or share exchange, the
Acquiring Person controls the Board of Directors of the Company and (A) any term
of or arrangement concerning the treatment of shares of capital stock in such
merger, consolidation or share exchange relating to the Acquiring Person is not
identical to the terms and arrangements relating to other holders of Common
Stock or (B) the Person with whom such transaction or series of transactions
occurs is the Acquiring Person or an Affiliate or Associate thereof or (ii) the
Company shall sell or otherwise transfer (or one or more of its subsidiaries
shall sell or otherwise transfer) assets (A) aggregating more than 50% of the
assets (measured by either book value or fair market value) or (B) generating
more than 50% of the operating income or cash flow, of the Company and its
subsidiaries (taken as a whole) to any other Person (other than the Company or
one or more of its wholly owned subsidiaries) or to two or more such Persons
which are affiliated or otherwise acting in concert, if, at the time of such
sale or transfer of assets or at the time the Company (or any such subsidiary)
enters into an agreement with respect to such sale or transfer, the Acquiring
Person controls the Board of Directors of the Company (a "Flip-over Transaction
or Event"), the Company shall take such action as shall be necessary to ensure,
and shall not enter into, consummate or permit to occur such Flip-over
Transaction or Event until it shall have entered into a supplemental agreement
with the Person engaging in such Flip-over Transaction or Event or the parent
corporation thereof (the "Flip-over Entity"), for the benefit of the holders of
the Rights, providing, that upon consummation or occurrence of the Flip-over
Transaction or Event (i) each Right shall thereafter constitute the right to
purchase from the Flip-over Entity, upon exercise thereof in accordance with the
terms of the Rights Agreement, that number of shares of common stock of the
Flip-over Entity having an aggregate Market Price on the date of consummation or
occurrence of such Flip-over Transaction or Event equal to twice the Exercise
Price for an amount in cash equal to the then current Exercise Price and (ii)
the Flip-over Entity shall thereafter be liable for, and shall assume, by virtue
of such Flip-over Transaction or Event and such supplemental agreement, all the
obligations and duties of the Company pursuant to the Rights Agreement. For
purposes of the foregoing description, the term "Acquiring Person" shall include
any Acquiring Person and its Affiliates and Associates counted together as a
single Person.
The Board of Directors of the Company may, at its option, at any time
prior to the Flip-in Date, redeem all (but not less than all) the then
outstanding Rights at a price of $.01 per Right) (the "Redemption Price"), as
provided in the Rights Agreement. Immediately upon the action of the Board of
Directors of the Company electing to redeem the Rights, without any further
action and without any notice, the right to exercise the Rights will terminate
and each Right will thereafter represent only the right to receive the
Redemption Price in cash for each Right so held.
The holders of Rights will, solely by reason of their ownership of
Rights, have no rights as stockholders of the Company, including, without
limitation, the right to vote or to receive dividends.
The Rights will not prevent a takeover of the Company. However, the
Rights may cause substantial dilution to a person or group that acquires 15% or
more of the Common Stock unless the Rights are first redeemed by the Board of
Directors of the Company. Nevertheless, the Rights should not interfere with a
transaction that is in the best interests of the Company and its stockholders
because the Rights can be redeemed on or prior to the Flip-in Date, before the
consummation of such transaction.
As of December 23, 1999, there were 7,382,825 shares of Common Stock
issued (of which 7,353,458 shares were outstanding and 29,367 shares were held
in treasury) and 3,222,416 shares reserved for issuance pursuant to employee
benefit plans and convertible securities. As long as the Rights are attached to
the Common Stock, the Company will issue one Right with each new share of Common
Stock so that all such shares will have Rights attached.
The Rights Agreement (which includes as Exhibit A the forms of Rights
Certificate and Election to Exercise and as Exhibit B the form of Certificate of
Designation and Terms of the Participating Preferred Stock) is attached hereto
as an exhibit and is incorporated herein by reference. The foregoing description
of the Rights is qualified in its entirety by reference to the Rights Agreement
and such exhibits thereto.
Item 6. Not Applicable.
Item 7. Exhibits.
4.1 Rights Agreement, which includes as Exhibit A the forms of Rights
Certificate and Election to Exercise and as Exhibit B the form of
Certificate of Designation and Terms of the Participating Preferred
Stock.
SIGNATURE
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 thereunto duly authorized.
CONSOLIDATED DELIVERY &
LOGISTICS, INC.
By: /s/ Mark Carlesimo
Name: Mark Carlesimo
Title: Vice President
Date: December 28, 1999
EXHIBIT INDEX
Exhibit No. Description
4.1 Stockholder Protection Rights Agreement, dated
as of December 27, 1999 (the "Rights
Agreement"), between Consolidated Delivery &
Logistics, Inc. (the "Company") and American
Stock Transfer & Trust Company, as Rights
Agent, including as Exhibit A the forms of
Rights Certificate and of Election to Exercise
and as Exhibit B the form of Certificate of
Designation and Terms of the Participating
Preferred Stock of the Company.