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): October 6, 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 October 7, 2003, Minorplanet Systems USA, Inc. (the "Company")
announced that Minorplanet Systems PLC ("MPUK") transferred 42.1 percent
(approximately 20.4 million shares) of the Company's outstanding common shares
to Erin Mills Investment Corporation ("Erin Mills"), ending MPUK's majority
ownership of the Company effective October 6, 2003. Following the share
transfer, Erin Mills now holds 46 percent (approximately 22.2 million shares)
of the Company's outstanding common stock, while MPUK retains 19.9 percent
(approximately 9.6 million shares) of the outstanding common stock.
In connection with the MPUK share transfer to Erin Mills, the Company
also obtained the option to repurchase from Erin Mills up to 19.4 million shares
of the Company's common stock for $0.01 for every 1,000 shares, pursuant to that
certain Stock Repurchase Option Agreement between the Company and Erin Mills
dated August 15, 2003. Gerry Quinn, the president of Erin Mills, currently
serves on the Company's board of directors. The Stock Repurchase Option
Agreement is attached as Exhibit 99.2 to the Company's Form 8-K filed with the
SEC on August 27, 2003.
In addition the Company also closed the following transactions with
MPUK:
o MPUK irrevocably waived certain approval rights, including the
right to appoint members to the Company's board of directors,
as are currently provided for in that certain Stock Purchase
and Exchange Agreement dated February 14, 2001 and the
Company's bylaws;
o MPUK waived $1.8 million of accrued executive consulting fees
that it had previously billed to the Company.
o The exclusive License and Distribution Agreement, which grants
to the Company's United Kingdom-based 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,
was 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. The Company
retained the right to market and sell the VMI technology under
the Minorplanet name and logo in this Northeast region.
o MPUK obtained anti-dilution rights from the Company, under
which it has 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 the Company's stock on the date of
subscription or (ii) 19.9 percent of the Company's issued and
outstanding common stock.
A copy of the press release, dated October 7, 2003, announcing the
closing of 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
99.1 Binding Letter Agreement by and among Minorplanet Systems USA,
Inc., Minorplanet Systems, PLC and Minorplanet Limited, dated
August 15, 2003 (incorporated by reference to Exhibit 99.1 to
the Company's Form 8-K filed with the SEC on August 27, 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 (incorporated by reference to
Exhibit 99.2 to the Company's Form 8-K filed with the SEC on
August 27, 2003).
99.3 Press Release dated October 7, 2003 announcing the closing of
the transactions.
99.4 Irrevocable Waiver and Consent to Amendment to Bylaws of
certain rights executed by Minorplanet Systems PLC, dated
October 6, 2003 (incorporated by reference to Exhibit B to
Exhibit 99.1 to the Company's Form 8-K filed with the SEC on
August 27, 2003).
99.5 Anti-Dilution Agreement by and between Minorplanet Systems
USA, Inc. and Minorplanet Systems PLC, dated October 6, 2003
(incorporated by reference to Exhibit E to Exhibit 99.1 to the
Company's Form 8-K filed with the SEC on August 27, 2003).
99.6 Variation Agreement to Exclusive License and Distribution
Agreement by and between Minorplanet Limited, as Licensor, and
Minorplanet Systems USA Limited, as Licensee, dated October 6,
2003 (incorporated by reference to Exhibit A to Exhibit 99.1
to the Company's Form 8-K filed with the SEC on August 27,
2003).
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/ W. Michael Smith
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W. Michael Smith
Chief Operating Officer
Date: October 9, 2003
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EXHIBIT NO. DESCRIPTION
- ----------- -----------
99.1 Binding Letter Agreement by and among Minorplanet Systems USA,
Inc., Minorplanet Systems, PLC and Minorplanet Limited, dated
August 15, 2003 (incorporated by reference to Exhibit 99.1 to
the Company's Form 8-K filed with the SEC on August 27, 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 (incorporated by reference to
Exhibit 99.2 to the Company's Form 8-K filed with the SEC on
August 27, 2003).
99.3 Press Release dated October 7, 2003 announcing the closing of
the transactions.
99.4 Irrevocable Waiver and Consent to Amendment to Bylaws of
certain rights executed by Minorplanet Systems PLC, dated
October 6, 2003 (incorporated by reference to Exhibit B to
Exhibit 99.1 to the Company's Form 8-K filed with the SEC on
August 27, 2003).
99.5 Anti-Dilution Agreement by and between Minorplanet Systems
USA, Inc. and Minorplanet Systems PLC, dated October 6, 2003
(incorporated by reference to Exhibit E to Exhibit 99.1 to the
Company's Form 8-K filed with the SEC on August 27, 2003).
99.6 Variation Agreement to Exclusive License and Distribution
Agreement by and between Minorplanet Limited, as Licensor, and
Minorplanet Systems USA Limited, as Licensee, dated October 6,
2003 (incorporated by reference to Exhibit A to Exhibit 99.1
to the Company's Form 8-K filed with the SEC on August 27,
2003).
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