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): August 15, 2003
MINORPLANET SYSTEMS USA, INC.
(Exact Name of Registrant as Specified in Charter)
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)
1155 Kas Drive, Suite 100, Richardson, Texas 75081
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (972) 301-2000
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.
On August 15, 2003, Minorplanet Systems USA, Inc. ("MPUSA") announced
that its majority stockholder, Minorplanet Systems, PLC ("MPUK"), entered into a
stock purchase and sale agreement with The Erin Mills Investment Corporation
("Erin Mills"), dated August 15, 2003, whereby MPUK intends to transfer 42.1% of
MPUSA's outstanding common stock (approximately 20.4 million shares) to Erin
Mills for a nominal amount. Upon completion of this transfer, Erin Mills will
own approximately 46.7% of MPUSA's outstanding common stock.
In addition to the stock transfer and subject to certain closing
conditions discussed below, the following items have also been agreed to between
MPUSA and MPUK as more fully described in the binding letter agreement attached
hereto as Exhibit 99.1:
- MPUK will irrevocably waive certain approval rights, including the
right to appoint members to the MPUSA board, as are currently provided
for in the Stock Purchase and Exchange Agreement dated February 14,
2001 and MPUSA's bylaws;
- MPUK will waive $1.8 million of accrued executive consulting fees that
it had previously billed to MPUSA.
- The exclusive License and Distribution Agreement, which grants to
MPUSA's subsidiary a 99-year, royalty-free, exclusive
right and license to market, sell and commercially exploit the Vehicle
Management Information(TM) (VMI(TM)) technology in the United States,
Canada and Mexico, will be amended to grant MPUK, or its designee, the
right to market and sell the VMI technology, on a non-exclusive basis,
in the Northeast region of the United States. MPUSA will retain the
right to market and sell the VMI technology under the Minorplanet name
and logo in this Northeast region.
- MPUK will obtain anti-dilution rights from MPUSA, under which it will
have the right to subscribe for and to purchase at the same price per
share as the offering or private sale, that number of shares necessary
to maintain the lesser of (i) the percentage holdings of MPUSA stock on
the date of subscription or (ii) 19.9 percent of MPUSA's issued and
outstanding common stock.
The closing of all of the proposed transactions discussed above is
subject to the receipt of the approval of the shareholders of MPUK, including
the approval of the related shareholders' circular soliciting such shareholder
approval by the United Kingdom Listing Authority.
In connection with the MPUK share transfer to Erin Mills, MPUSA also
entered into a Stock Repurchase Option Agreement with Erin Mills under which
MPUSA has the option to repurchase from Erin Mills up to 19.4 million shares of
MPUSA common stock (of the 20.4 million to be acquired by Erin Mills in the
above transaction) for a purchase price of $0.01 for every 1,000 shares. Gerry
Quinn, the president of Erin Mills, currently serves on the MPUSA board of
directors. The Stock Repurchase Option Agreement by and among MPUSA and Erin
Mills, dated as of August 15, 2003, is attached hereto as Exhibit 99.2. The
vesting of this option is subject to the closing of the proposed transactions
described above.
A copy of the press release, dated August 21, 2003, announcing these
transactions, is attached hereto as Exhibit 99.3.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits. The following exhibits are filed with this document:
EXHIBIT NO. DESCRIPTION
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99.1 Binding Letter Agreement by and among Minorplanet Systems USA,
Inc., Minorplanet Systems, PLC and Minorplanet Limited, dated
August 15, 2003.
99.2 Stock Repurchase Option Agreement by and between Minorplanet
Systems USA, Inc. and The Erin Mills Investment Corporation,
dated as of August 15, 2003.
99.3 Press Release dated August 21, 2003 announcing the
transactions.
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.
MINORPLANET SYSTEMS USA, Inc.
/s/ J. Raymond Bilbao
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J. Raymond Bilbao
Senior Vice President, General Counsel and
Secretary
Date: August 26, 2003
EXHIBIT NO. DESCRIPTION
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99.1 Binding Letter Agreement by and among Minorplanet Systems USA,
Inc., Minorplanet Systems, PLC and Minorplanet Limited, dated
August 15, 2003.
99.2 Stock Repurchase Option Agreement by and between Minorplanet
Systems USA, Inc. and The Erin Mills Investment Corporation,
dated as of August 15, 2003.
99.3 Press Release dated August 21, 2003 announcing the
transactions.