U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 7, 2000 ------------------------------------------------ Date of Report (date of earliest event reported) U. S. Trucking, Inc. ----------------------------------------------------- Exact Name of Registrant as Specified in its Charter Colorado 33-9640-LA 68-0133692 - --------------------------- --------------- ---------------------- State or Other Jurisdiction Commission File IRS Employer Identifi- of Incorporation Number cation Number 550 Long Point Road, Suite C, Mt. Pleasant, South Carolina, 29464 -------------------------------------------------------------------- Address of Principal Executive Office, Including Zip Code (843) 972-2055 -------------------------------------------------- Registrant's Telephone Number, Including Area Code ITEM 5. OTHER EVENTS. On February 7, 2000, U.S. Trucking, Inc. (the "Company") completed the acquisitions of Checkmate Truck Brokerage, Inc. and Maverick Truck Brokerage, Inc., sister companies engaged in the freight brokerage business in Homestead and Ft. Myers, Florida, respectively. The acquisitions were effected through mergers with the Company's wholly owned acquisition subsidiary, Checkmate Acquisition Corp. The aggregate purchase price was 385,000 shares of Company common stock and $1.0 million cash (half of which was paid at closing). The Company used working capital to fund the cash portion of the purchase price. The purchase price is subject to reduction dollar for dollar to the extent the net worth of the combined companies was less than [$345,000] at the closing date and to the extent the combined companies' gross margins do not achieve certain levels in the first year of operations, subject to a specified limit. Any reduction due to a net worth deficiency will be deducted from a $500,000 payment due sellers after a Company audit. Any reduction due to the gross margin requirement will be made by the forfeiture of Company stock. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) EXHIBITS. The following exhibits are filed herewith: EXHIBIT NUMBER DESCRIPTION LOCATION 10.1 Merger Agreement and Plan of Filed herewith electronically Reorganization dated February 2, 2000, by and between U.S. Trucking, Inc., Checkmate Acquisition Corp., Tommy Chambers, Marylou Chambers and Timothy O'Bannon and Checkmate Truck Brokerage, Inc. 10.2 Merger Agreement and Plan of Filed herewith electronically Reorganization dated February 2, 2000, by and between U.S. Trucking, Inc., Checkmate Acquisition Corp., Tommy Chambers, Timothy O'Bannon, Marylou Chambers and Sharion O'Bannon and Maverick Truck Brokerage, Inc. 10.3 Price Adjustment Agreement Filed herewith electronically 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. U.S. TRUCKING, INC. Dated: February 22, 2000 By:/s/ Anthony Huff Anthony Huff, Chairman