UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 5, 2009
EXPRESS-1 EXPEDITED SOLUTIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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001-32172
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03-0450326 |
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(State or other jurisdiction of
incorporation or
organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
3399 Lakeshore Drive, Suite 505, Saint Joseph, Michigan, 49085
(Address of principal executive offices zip code)
(269) 429-9761
(Registrants telephone number, including area code)
Not applicable
(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 (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)).
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 2.02 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
Express-1 Expedited Solutions, Inc. (XPO), through a subsidiary of its wholly owned subsidiary
Concert Group Logistics, Inc., has acquired substantially all of the assets of LRG International,
Inc., a Florida based international forwarding company (LRG). As consideration LRG was paid
$2,000,000 in cash at closing, will be paid $500,000 on the one year anniversary of the closing,
and, if certain financial targets are achieved by the division during 2010 and 2011, will be
entitled to earn-out payments totaling up to $900,000 over the two year period. The earn-out
payments may be made in cash, shares of XPOs common stock, or a combination of the two, in the
discretion of XPO.
A copy of the press release announcing the closing of the transaction is attached hereto as Exhibit
99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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Exhibit No. |
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Exhibit Description |
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99.1 |
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Press Release dated October 5, 2009. |