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
February 28, 2003
Date of Report (Date of earliest event reported)
CD&L, INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-26954 22-3350958
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation or organization) 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 5. Other Events.
Pursuant to an Asset and Stock Purchase Agreement dated as of February
16, 1999, certain related entities controlled by Richard Gold
(collectively "Gold") sold its small package delivery business to CD&L,
Inc. ("CDL" or the "Corporation"). As part of the Asset Agreement, CDL
was indebted to a Gold family trust on a note with a remaining
principal balance of approximately $1,000,000 as of February 28, 2003
(the "CDL/Gold Note"). Monthly payments under the CDL/Gold Note were
stopped after the August 2002 payment. As part of the February 28, 2003
agreements discussed below, the September 2002 payment was made and all
accrued interest due through February 28, 2003 was settled for $11,000.
On March 30, 2001, pursuant to an Asset Purchase Agreement dated as of
March 7, 2001, Sureway Worldwide, LLC ("Sureway"), a wholly-owned
subsidiary of Global Delivery Systems, LLC ("Global"), purchased
certain assets from a subsidiary of CDL. As part of the payment price
for such assets, Sureway issued to CDL a promissory note in the
original principal amount of $2,500,000 guaranteed by Global (the
"Sureway Note"). Such note and the guaranty were subordinated to
Sureway's and Global's obligations to its secured lender. No payments
had been made to CDL on the Sureway Note since issuance. CDL wrote-off
the entire amount of the Sureway Note on December 31, 2001 based on
management's determination that the note would not be collected.
On February 28, 2003, CDL completed a series of related transactions
with GMV Express, Inc. ("GMV"), Richard Gold (a principal of GMV) and
his affiliates, and Global and its subsidiary, Sureway. The net effect
of the transactions with Global, Sureway, GMV and Gold are that CDL
assigned the Sureway Note receivable to GMV in exchange for a release
on the CDL/Gold Note payable, so that CDL now is relieved of its
$1,000,000 liability to the Gold family trust, but has no further
rights in the Sureway Note.
In addition, CDL received payments from Sureway and Global of
approximately $117,000 ($72,000 in settlement of disputed claims and
$45,000 for other amounts due CDL) and provided Gold with a release
covering claims of breach of certain non-competition agreements.
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: March 4, 2003 CD&L, INC.
(Registrant)
By: \s\ Russell J. Reardon
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Russell J. Reardon
Vice President and
Chief Financial Officer