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): June 4, 2001
@Track Communications, Inc.
(Exact Name of Registrant as Specified in Charter)
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DELAWARE 0-26140 51-0352879
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(State or Other Jurisdiction of (Commission File (I.R.S. Employer
Incorporation or Organization) Number) Identification Number)
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1155 Kas Drive, Richardson, Texas 75081
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (972) 301-2000
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On June 4, 2001, at the annual meeting of the stockholders of @Track
Communications, Inc. (the "Company"), the stockholders approved all 6 proposals
presented to them, including the approval of a 1-for-5 reverse stock split that
the Company effected as of the open of trading on June 5, 2001. The Company's
stockholders also approved the issuance of 30,000,000 shares of the Company's
common stock (post reverse stock split) in a change of control transaction to
Minorplanet Systems PLC, a United Kingdom public limited company
("Minorplanet"), who will become the majority stockholder of the Company. In
exchange for this stock issuance, Minorplanet will pay the Company $10,000,000
in cash and grant the company an exclusive, royalty-free, 99-year license to
market, sell and operate Minorplanet's vehicle management information technology
in the United States, Canada and Mexico.
As part of the proposed recapitalization, the stockholders approved
@Track's issuance of 11.25 million shares of common stock to the holder of
approximately 75 percent of @Track's 13 3/4% Senior Notes due 2005 ("Senior
Notes") in exchange for cancellation of such majority note holder's notes, and
also approved the further issuance of up to 3.75 million additional shares of
@Track's common stock to the remaining holders of the Senior Notes in exchange
for cancellation of the Senior Notes held by them. The proposed exchange of the
Company's Senior Notes for common stock of the Company was made by way of an
Exchange Offer Circular that was mailed May 18, 2001 to holders of the Company's
Senior Notes. That exchange is currently set to expire on June 18, 2001. The
closing of these transactions is anticipated to occur on June 19, 2001, after
the exchange offer period expires on June 18, 2001.
In connection with the above stock issuance transactions, the stockholders
also approved an amendment to the Company's Certificate of Incorporation which
increases the number of authorized shares of common stock from 50,000,000 shares
to 100,000,000 shares. The stockholders also approved an increase in the number
of shares available for issuance under the Company's 1994 Amended and Restated
Stock Option Plan to 5,100,000 shares. Finally, the stockholders re-elected
five directors to serve another term on the Company's board of directors, and
ratified the selection of Arthur Andersen LLP as the Company's independent
auditors for the year 2001.
A copy of the press release relating to these approvals is attached hereto
as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99.1 Press Release dated June 4, 2001
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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.
@TRACK COMMUNICATIONS, INC.
/s/ Jana A. Bell
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Jana A. Bell
President and Chief Executive Officer
Date: June 8, 2001
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Exhibit List
99.1 Press Release dated June 4, 2001
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