UNITED STATES
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
March 30, 2001
Date of Report (Date of earliest event reported)
C D & L, INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-26954 22-3350958
(State or other jurisdiction of (Commission File (IRS Employer
incorporation or organization) Number) Identification No.)
80 Wesley Street, South Hackensack, New Jersey 07606
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (201) 487-7740
Not Applicable
(Former name or former address, if changed since last report.)
ITEM 2. Acquisition or Disposition of Assets
On March 30, 2001, the Company consummated a transaction providing
for the sale of certain assets and liabilities of Sureway Air Traffic
Corporation, its air delivery business. The selling price for the net assets was
approximately $14,150,000 and is comprised of $11,650,000 in cash, a
subordinated promissory note (the "Note Receivable") for $2,500,000 and
contingent cash payments based upon the ultimate development of certain
liabilities retained by the Company. The note receivable bears interest at the
rate of 10.0% per annum, with interest only in monthly installments. The entire
balance of principal, plus all accrued interest, is due and payable on March 30,
2006. As a result of this transaction, a provision for loss on the disposition
of the Company's air delivery business has been provided in the amount of
$2,807,000 (net of provision for income taxes of $125,000). William Beaury, a
former owner of Sureway and beneficial owner of approximately 8.7% of the
Company's common stock, is a principal of the purchaser. For further information
on the disposition of Sureway, see the Company's annual report on Form 10-K for
the year ended December 31, 2000 being filed simultaneously with this Current
Report.
ITEM 7. Financial Statements and Exhibits
a. Not applicable.
b. Pro Forma Financial Information.
Pro Forma Condensed Financial Statements (Unaudited) are
incorporated by reference to the Financial Statements and
Supplementary Data in the Company's annual report on Form 10-K for
the year ended December 31, 2000.
c. Exhibits
10.1 Asset Purchase Agreement dated March 30, 2001 by and among
CD&L Inc., Sureway Air Traffic Corporation, Sureway Worldwide
LLC and Global Delivery Systems LLC (incorporated by
reference to Exhibit 10.16 of the Company's annual report on
Form 10-K for the year ended December 31, 2000).
10.2 Subordinated Note Due 2006 of Sureway Worldwide LLC
(incorporated by reference to Exhibit 10.14 of the Company's
annual report on Form 10-K for the year ended December 31,
2000).
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SIGNATURE
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, thereunto duly authorized.
Dated: April 30, 2001 C D & L, INC.
(Registrant)
By: /s/ Albert W. Van Ness, Jr.
--------------------------------
Albert W. Van Ness, Jr.
Chief Executive Officer