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 21, 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 1. Changes in Control of Registrant
Item 2. Acquisition or Disposition of Assets
On June 21, 2001, @Track Communications, Inc. (the "Company") consummated
the stock issuance transactions approved by the Company's stockholders at the
annual meeting on June 4, 2001. As a result of the closing of transactions
contemplated by that certain Stock Purchase and Exchange Agreement by and among
the Company, Minorplanet Systems PLC, a United Kingdom public limited company
("Minorplanet"), and Mackay Shields LLC, dated February 14, 2001 (the "Purchase
Agreement"), the Company issued 30,000,000 shares of the its common stock (post
reverse stock split) in a change of control transaction to Minorplanet, which is
now the majority stockholder of the Company. In exchange for this stock
issuance, Minorplanet paid the Company $10,000,000 in cash and transferred to
the Company all of the shares of its wholly-owned subsidiary, Minorplanet
Limited, which holds an exclusive, royalty-free, 99-year license to market, sale
and operate Minorplanet's vehicle management information technology in the
United States, Canada and Mexico. Minorplanet raised the $10,000,000 cash
proceeds from a private placement of its shares in the United Kingdom.
Minorplanet now beneficially owns approximately 62.4% of the outstanding shares
of the Company's common stock (on a non-fully diluted basis), which is now the
sole voting security of the Company.
Pursuant to the Purchase Agreement, the Company appointed two additional
directors to the Company's board of directors that were designated by
Minorplanet: Messrs. Robert Kelly and Andrew Tillman. The Purchase Agreement
provides that Minorplanet has the right to designate two of the seven directors
in the future (the "Investor Directors"), and to maintain proportionate
representation on the Board of Directors and its Committees. However, given
Minorplanet's current ownership, it has the right to elect all seven directors
if it decides to do so in the future. In addition, the Purchase Agreement also
provides that so long as Minorplanet has the right to designate Investor
Directors (i.e., it owns at least 5% of the outstanding common stock of the
Company), none of the following actions may be taken unless approved by all of
the Investor Directors:
. any capital expenditure by the Company that is not contemplated in any
current annual budget which exceeds $200,000;
. the hiring and firing of any Company officer or senior executive
reporting to the chief executive officer who has an annual salary of
$130,000 or more, or entering into employment agreements with these
individuals or amendments to existing agreements;
. the direct or indirect redemption, purchase or making of any payments
with respect to stock appreciation rights and similar types of stock
plans;
. the sale, lease or transfer of any assets of the Company representing
5% or more of the Company's consolidated assets, or the merger,
consolidation, recapitalization, reclassification or other changes to
the capital stock of the Company;
. except as required under law, the taking or instituting of bankruptcy
or similar proceedings;
. the issuance, purchase, acquisition or redemption of any capital stock
or any notes or debt convertible into equity;
. the acquisition of another entity;
. the entering into any agreement or contract which commits the Company
to pay more than $200,000;
. the amendment of the Company's Certificate of Incorporation or Bylaws
that would adversely affect holders of the Company's common stock or
Minorplanet's rights under the Purchase Agreement;
. the exiting of, or entering into a different line of business;
. the incurrence of any indebtedness or liability or the making of any
loan except in the ordinary course of business;
. the placing of any lien on the Company's assets or properties; or
. the adoption or implementation of any anti-takeover provision that
would adversely affect Minorplanet.
As part of this recapitalization, the Company also closed an Exchange Offer
to the holders of its 13 3/4% Senior Notes due 2005 ("Senior Notes"). The
Company issued approximately 12,670,000 shares of its common stock to holders of
its Senior Notes who accepted the Exchange Offer, in exchange for the
cancellation of Senior Notes with an aggregate principal amount of $80,022,000.
The total principal amount of Senior Notes that remains outstanding is
$14,333,000. Prior to the consummation of the Exchange Offer, the majority
holder consented to, and the Company entered into, the First Supplemental
Indenture to the Indenture dated September 23, 1997, which eliminated many of
the restrictive covenants contained in the Indenture. The First Supplemental
Indenture is attached hereto as Exhibit 4.1.
In connection with the above stock issuance transactions, the Company
amended its Certificate of Incorporation to increase the number of authorized
shares of common stock from 50,000,000 shares to 100,000,000 shares, and adopted
a Restated Certificate of Incorporation (which is attached hereto as Exhibit
3.1), as well as adopted its Second Amended and Restated Bylaws (which are also
attached hereto as Exhibit 3.2).
A copy of the press release relating to the closing of these transactions
is attached hereto as Exhibit 99.1, and unaudited consolidated pro forma
financial statements of the Company (reflecting the transactions) are attached
hereto as Exhibit 99.2.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable.
(b) The pro forma financial information required pursuant to Article 11 of
Regulation S-X is furnished and filed as Exhibit 99.2 to this Report and
is incorporated herein by reference thereto.
(c) Exhibits.
3.1 Restated Certificate of Incorporation of the Company
3.2 Second Amended and Restated Bylaws of the Company
4.1 First Supplemental Indenture dated June 20, 2001, by and between the
Company and The Chase Manhattan Bank, National Association, Trustee, to
the Indenture dated September 23, 1997.
10.1 Exclusive License and Distribution Agreement by and between Minorplanet
Limited (to be re-named Caren (292) Limited) and Mislex (302) Limited (to
be re-named @Track Communications (UK) Limited), dated June 13, 2001
10.2 Employment Agreement by and between the Company and Jana A. Bell, dated
June 21, 2001.
10.3 Employment Agreement by and between the Company and W. Michael Smith,
dated June 21, 2001.
10.4 Employment Agreement by and between the Company and Robert LaMere, dated
June 21, 2001.
10.5 Employment Agreement by and between the Company and Todd A. Felker, dated
June 21, 2001.
10.6 Employment Agreement by and between the Company and J. Raymond Bilbao,
dated June 21, 2001.
10.7 Employment Agreement by and between the Company and Marshall Lamm, dated
June 21, 2001.
99.1 Press Release dated June 22, 2001
99.2 Unaudited Consolidated Pro Forma Financial Statements of the Company (Minorplanet
and Exchange Offer transactions)
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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/ W. Michael Smith
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W. Michael Smith
Executive Vice President,
Chief Financial Officer and Treasurer
Date: June 29, 2001
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Exhibit List
3.1 Restated Certificate of Incorporation of the Company
3.2 Second Amended and Restated Bylaws of the Company
4.1 First Supplemental Indenture dated June 20, 2001, by and between the
Company and The Chase Manhattan Bank, National Association, Trustee, to
the Indenture dated September 23, 1997.
10.1 Exclusive License and Distribution Agreement by and between Minorplanet
Limited (to be re-named Caren (292) Limited) and Mislex (302) Limited (to
be re-named @Track Communications (UK) Limited), dated June 13, 2001
10.2 Employment Agreement by and between the Company and Jana A. Bell, dated
June 21, 2001.
10.3 Employment Agreement by and between the Company and W. Michael Smith,
dated June 21, 2001.
10.4 Employment Agreement by and between the Company and Robert LaMere, dated
June 21, 2001.
10.5 Employment Agreement by and between the Company and Todd A. Felker, dated
June 21, 2001.
10.6 Employment Agreement by and between the Company and J. Raymond Bilbao,
dated June 21, 2001.
10.7 Employment Agreement by and between the Company and Marshall Lamm, dated
June 21, 2001.
99.1 Press Release dated June 22, 2001
99.2 Unaudited Consolidated Pro Forma Financial Statements of the Company
(Minorplanet and Exchange Offer transactions)
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