UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) January 17, 2007
Rand Logistics, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-50908 20-1195343
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
461 Fifth Avenue, 25th Floor, New York, New York 10017
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 644-3450
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13a-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 17, 2007, Rand Logistics, Inc. (the "Registrant") awarded
130,000 shares of its common stock, par value $.0001 per share, to Laurence
Levy, its Chairman and Chief Executive Officer, and 85,000 shares of its common
stock to Edward Levy, its President. The shares of common stock awarded (the
"Restricted Shares") were not registered under the Securities Act of 1933 and
constitute "restricted securities" within the meaning of the Act. The Restricted
Shares were awarded pursuant to Restricted Share Award Agreements (the "Award
Agreements"), dated January 17, 2007, copies of which are attached hereto as
Exhibits 10.1 and 10.2, and which are incorporate by reference herein.
Pursuant to the Award Agreements: 44% of the Restricted Shares vested on
the date of the award; 6% of the Restricted Shares will vest on March 31, 2007;
25% of the Restricted Shares will vest on March 31, 2008; and 25% of the
Restricted Shares will vest on March 31, 2009. However, in order to facilitate
the Registrant's federal and state tax withholding obligations in respect of the
Restricted Stock awards, the Restricted Shares which vest on the date of the
award will be withheld by the Registrant.
If the recipient's employment with the Registrant is terminated for
"cause" as defined in the Award Agreements, or the recipient terminates his
employment with the Registrant without "good reason" as defined in the Award
Agreements, any Restricted Shares not vested prior to the date of any such
termination shall immediately be canceled, with any rights or interests in and
with respect to such Restricted Shares forfeited. The Registrant may, at its
sole discretion, determine, prior to or within ninety days after the date of any
such termination, that all or a portion of such unvested Restricted Shares shall
not be so canceled and forfeited.
If the recipient's employment with the Registrant is terminated by the
Registrant without cause, by the recipient for good reason, or as a result of
death or permanent disability, 100% of the Restricted Shares awarded pursuant to
the applicable Award Agreement shall become fully vested as of the date of such
termination.
In the event of a "change of control" of the Registrant as defined in the
Award Agreements, all restrictions, terms and conditions applicable to the
Restricted Shares shall be deemed lapsed and satisfied as of the date of such
change of control.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
The information contained in Item 1.01 above is incorporated herein by
reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 10.1 Restricted Share Award Agreement between Rand Logistics, Inc, and
Laurence Levy, dated January 17, 2007.
Exhibit 10.2 Restricted Share Award Agreement between Rand Logistics, Inc, and
Edward Levy, dated January 17, 2007.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
RAND LOGISTICS, INC.
Date: January 17, 2007 By: /s/ Joseph W. McHugh, Jr.
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Name: Joseph W. McHugh, Jr.
Title: Chief Financial Officer