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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): SEPTEMBER 18, 2000
EGL, INC.
(Exact name of registrant as specified in its charter)
TEXAS 000-27288 76-0094895
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
15350 VICKERY DRIVE, HOUSTON, TEXAS 77032
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (281) 618-3100
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 2, 2000, EGL, Inc., a Texas corporation ("EGL"),
completed the acquisition of Circle International Group, Inc., a Delaware
corporation ("Circle"), pursuant to the terms and conditions of the Agreement
and Plan of Merger dated as of July 2, 2000 (the "Merger Agreement") among EGL,
EGL Delaware I, Inc., a Delaware corporation and wholly owned subsidiary of EGL
("Merger Sub"), and Circle. Pursuant to the Merger Agreement, Merger Sub was
merged (the "Merger") with and into Circle, with Circle surviving as a wholly
owned subsidiary of EGL. The Merger is intended to qualify as a tax-free
reorganization for U.S. federal income tax purposes and as a "pooling of
interests" for accounting and financial reporting purposes.
As a result of the Merger, each share of Circle's common
stock, par value $1.00 per share ("Circle Common Stock"), issued and outstanding
immediately prior to the effective time of the Merger (other than shares owned
by Circle, EGL or Merger Sub) has been converted into the right to receive one
validly issued, fully paid and nonassessable share of EGL's common stock, par
value $0.001 per share ("EGL Common Stock"). In the aggregate, EGL is issuing
approximately 17,933,160 shares of EGL Common Stock in exchange for the issued
and outstanding shares of Circle Common Stock and expects to assume options
exercisable for up to 1,147,952 shares of EGL Common Stock. The exchange ratio
of one share of EGL Common Stock for each share of Circle Common Stock was
determined by arms-length negotiations between EGL and Circle.
Circle, the common stock of which was previously publicly
traded, is a leader in providing transportation and integrated logistics
services for the international movement of goods and the furnishing of
value-added information, distribution and inventory management services to
customers worldwide. Circle is principally engaged in international air and
ocean freight forwarding, customs brokerage and logistics. Circle provides
value-added services in addition to those customarily provided by traditional
air freight forwarders, ocean freight forwarders and customs brokers. These
services are designed to provide global logistics solutions for customers in
order to streamline their supply chain, reduce their inventories, improve their
logistics information, enhance their profitability and provide them with more
efficient and effective international distribution strategies. Circle's global
services are supplied through its network of over 300 offices, agents and
distribution centers located in over 100 countries on six continents. EGL
currently intends to continue these business activities of Circle.
There were no material relationships between EGL and Circle
prior to the consummation of the Merger. In accordance with the terms of the
Merger Agreement, Peter Gibert became a member of the Board of Directors of EGL
at the effective time of the Merger.
A press release announcing the completion of the Merger is
attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
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ITEM 5. OTHER EVENTS.
At a meeting held on September 18, 2000, EGL's stockholders
approved an amendment to EGL's Second Amended and Restated Articles of
Incorporation to increase the authorized number of shares of EGL Common Stock
from 100,000,000 to 200,000,000, a proposal to amend EGL's long-term incentive
plan to increase the number of shares authorized for issuance under the plan by
3,000,000 shares and a proposal to amend EGL's employee stock purchase plan to
increase the the number of shares authorized for issuance under the plan by
250,000. On September 18, 2000, EGL filed Articles of Amendment to its Second
Amended and Restated Articles of Incorporation with the Secretary of State of
the State of Texas. The Second Amended and Restated Articles of Incorporation,
as so amended, are filed as Exhibit 4.1 to this Current Report on Form 8-K and
are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The following consolidated financial statements of Circle and
independent auditors' report set forth in Circle's Annual Report on Form 10-K
for the year ended December 31, 1999 are filed as Exhibit 13.1 to this Current
Report on Form 8-K and are incorporated herein by reference:
Consolidated Income Statements for the years ended December
31, 1999, 1998 and 1997.
Consolidated Balance Sheets, December 31, 1999 and 1998.
Consolidated Statements of Stockholders' Equity for the years
ended December 31, 1999, 1998 and 1997.
Consolidated Statements of Cash Flows for the years ended
December 31, 1999, 1998 and 1997.
Notes to Consolidated Financial Statements.
Independent Auditors' Report
The following condensed consolidated financial statements of
Circle set forth in Circle's Form 10-Q for the quarter ended June 30, 2000 are
filed as Exhibit 13.2 to this Current Report on Form 8-K and are incorporated
herein by reference:
Condensed Consolidated Income Statements for the three and six
months ended June 30, 2000 and 1999 (unaudited).
Condensed Consolidated Balance Sheets, June 30, 2000 and
December 31, 1999 (unaudited).
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Condensed Consolidated Statements of Cash Flows for the six
months ended June 30, 2000 and 1999 (unaudited).
Notes to Condensed Consolidated Financial Statements
(unaudited).
(b) PRO FORMA FINANCIAL INFORMATION.
The following pro forma financial information of EGL giving
effect to the Merger is filed as Exhibit 20.1 to this Current Report on Form 8-K
and is incorporated herein by reference:
Unaudited Pro Forma Condensed Combined Financial Statements.
Unaudited Pro Forma Condensed Combined Balance Sheet as of
June 30, 2000.
Unaudited Pro Forma Condensed Combined Statement of Income for
the Six Months Ended June 30, 2000 and 1999.
Unaudited Pro Forma Condensed Combined Statements of Income
for the Years Ended December 31, 1999, 1998 and 1997.
Notes to Unaudited Pro Forma Condensed Combined Financial
Statements.
(c) EXHIBITS.
2.1 Agreement and Plan of Merger dated as of July 2, 2000
among EGL, EGL Delaware I, Inc. and Circle (filed as
Annex A to EGL's Registration Statement on Form S-4
(Registration No. 333-42310) and incorporated herein
by reference).
4.1 Second Amended and Restated Articles of Incorporation
of EGL, as amended.
13.1 Audited Financial Statements of Circle, excerpted
from pages F-1 through F-17 of the Circle Annual
Report on Form 10-K for the year ended December 31,
1999 and filed with the Securities and Exchange
Commission on March 30, 2000, and excerpted from page
F-1 of the Amendment to the Circle Annual Report on
Form 10-K filed with the Securities and Exchange
Commission on April 6, 2000.
13.2 Unaudited Interim Financial Statements of Circle,
excerpted from pages 3 through 8 of the Circle
Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000 and filed with the Securities and
Exchange Commission on August 8, 2000.
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20.1 Unaudited Pro Forma Condensed Combined Financial
Statements and the Notes thereto of EGL, excerpted
from pages 66 through 74 of the Joint Proxy
Statement/Prospectus, which was first mailed to
stockholders of EGL and Circle on or about August 14,
2000.
23.1 Consent of Deloitte & Touche LLP.
99.1 Press Release dated October 2, 2000.
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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.
EGL, INC.
Date: October 6, 2000 By: /s/ Elijio V. Serrano
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Elijio V. Serrano
Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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2.1 Agreement and Plan of Merger dated as of July 2, 2000 among
EGL, EGL Delaware I, Inc. and Circle (filed as Annex A to
EGL's Registration Statement on Form S-4 (Registration No.
333-42310) and incorporated herein by reference).
4.1 Second Amended and Restated Articles of Incorporation of EGL,
as amended.
13.1 Audited Financial Statements of Circle, excerpted from pages
F-1 through F-17 of the Circle Annual Report on Form 10-K for
the year ended December 31, 1999 and filed with the Securities
and Exchange Commission on March 30, 2000, and excerpted from
page F-1 of the Amendment to the Circle Annual Report on Form
10-K filed with the Securities and Exchange Commission on
April 6, 2000.
13.2 Unaudited Interim Financial Statements of Circle, excerpted
from pages 3 through 8 of the Circle Quarterly Report on Form
10-Q for the quarter ended June 30, 2000 and filed with the
Securities and Exchange Commission on August 8, 2000.
20.1 Unaudited Pro Forma Condensed Combined Financial Statements
and the Notes thereto of EGL, excerpted from pages 66 through
74 of the Joint Proxy Statement/Prospectus, which was first
mailed to stockholders of EGL and Circle on or about August
14, 2000.
23.1 Consent of Deloitte & Touche LLP.
99.1 Press Release dated October 2, 2000.