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) April 30, 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 April 30, 2007, the Company entered into a Warrant Exercise Agreement
with Knott Partners, LP; Knott Partners Offshore Master Fund, LP; CommonFund
Hedged Equity Company; Shoshone Partners, LP; Finderne, LLC; Good Steward
Trading Company SPC; and Leonard & Margaret Frierman (the "Knott Entities"),
pursuant to which the Knott Entities agreed to exercise 1,504,000 of the
Company's publicly traded warrants and the Company agreed to accept $4.50,
rather than the $5.00 exercise price provided in the warrant, as the exercise
price for each such warrant. On the same date, the Company received $6,768,000
of proceeds from the exercise of the subject warrants and the Company authorized
the issuance of the 1,504,000 shares of its common stock issuable upon exercise
of such warrant.
No material relationship exists between the Company or any of its
affiliates and the Knott Entities or any of their affiliates. To the Company's
knowledge, however, the Knott Entities and certain of their affiliates hold
shares of the Company's common stock and Series A preferred stock.
A copy of the Warrant Exercise Agreement is attached hereto as Exhibit
10.1 and is incorporated herein by reference.
ITEM 3.03. MATERIAL MODIFICATION TO THE RIGHTS OF SECURITY HOLDERS
The information contained in Item 8.01 is incorporated herein by
reference.
ITEM 8.01. OTHER EVENTS
On May 3, 2007, the Company issued a press release announcing a temporary
reduction in the exercise price of its publicly traded warrants. A copy of the
press release is attached as Exhibit 99.1 and is incorporated by reference
herein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits:
10.1 Warrant Exercise Agreement among the Company and the Knott Entities, dated
as of April 30, 2007
99.1 Press Release, dated May 3, 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: May 4, 2007 By: /s/ Laurence Levy
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Name: Laurence Levy
Title: Chairman of the Board and
Chief Financial Officer