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): December
21, 2005
Radiant
Logistics, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or
Other Jurisdiction of Incorporation)
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000-50283
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04-3625550
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(Commission
File Number)
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(IRS
Employer Identification
Number)
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1604
Locust Street, 3rd floor,
Philadelphia, PA 19103
(Address
of Principal Executive Offices)
(215)
545-2863
(Registrant’s
Telephone Number, Including Area Code)
N/A
(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):
□
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
240.14-12)
□
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17CFR 240.14d-2(b)
□
Pre-commencement communications pursuant to Rule 13-e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c)
Item
1.01 Entry into a Material
Definitive Agreement
On
December 21, 2005, Radiant logistics, Inc. (the “Company”) issued an aggregate
of 10,008,034 shares of its common stock (the “Shares”) at a purchase price of
$.44 per share for gross cash consideration of $4,403,534.42. The Shares
were
issued to a limited number of accredited investors pursuant to the Company’s
Confidential Private Placement Memorandum dated November 1, 2005, and associated
subscription agreements (collectively, the “Offering Documents”).
The
following is a brief description of the material terms and conditions of
the
Offering Documents. This summary is not complete, and is qualified in its
entirety by reference to the full text of the Form of Offering Documents
which
is filed as an exhibit to this Current Report on Form 8-K and incorporated
herein by reference.
Offering
Documents
The
Offering Documents contain representations and warranties and post-closing
covenants customary for transactions of this type. They also obligate the
Company to:
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Use
the net proceeds from the issuance and sale of the Shares to
fund the cash
portion of the purchase price of the Company’s first acquisition (the
“Initial Acquisition”) and associated transaction costs and expenses. The
balance if, any, may be used for working capital and other general
corporate purposes.
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Retain
the net proceeds of the Offering in a segregated account which
will not be
used by the Company until the closing of the Initial Acquisition.
Once the
Company completes the Initial Acquisition, all of the net proceeds
will be
released to the Company to finance the Initial Acquisition and
for working
capital and other general corporate purposes. If the Company
does not
complete the initial acquisition within twelve months after completion
of
the Offering, it will offer to repurchase all Shares sold in
the Offering
at the offering price of $.44 per share, less prorated offering
expenses,
plus interest, if any, earned while such funds are held in a
segregated
account.
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Subject
to the “Registration Rights Provisions” within the Offering Documents,
include the Shares in a registration statement the Company has
agreed to
file with the Securities and Exchange Commission within 90 days
after
completion of the Initial Acquisition. If for any reason the
Company does
not timely file the registration statement, it will issue, pro
rata, an
additional 1% of the Shares sold in the Offering to the investors
for no
additional cost. Additionally, for each 30 day period thereafter
that the
Company is delayed from filing the required registration statement,
the
Company will issue, pro rata, an additional 1% of the Shares
sold in the
Offering to the investors for no additional cost.
Each
of the Company’s officers and directors have entered into a Lock-Up
Agreement agreeing not to sell shares of the Company’s common stock for a
period of one year from the closing of the
Offering.
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Item
3.02 Unregistered
Sales of Equity Securities.
On
December 21, 2005, the Company issued 10,008,034 Shares to a limited number
of
accredited investors in a transaction exempt from registration under the
Securities Act of 1933, as amended (the “Securities Act”), in reliance on
Section 4(2) of the Securities Act and the safe harbor offering exemption
provided by Rule 506 and Regulation S promulgated under the Securities
Act.
5,963,636 of the Share were sold to 7 U.S. accredited investors for gross
proceeds of $2,623,999.72; from which no underwriting discounts or commissions
were paid. 4,044,398 of the Shares were sold to 6 non-U.S accredited investors
for gross proceeds of $1,779,534.70; from which $142,362.78 was deducted
as
financial advisory fees paid to a non-U.S person. The Shares sold to non-U.S
investors were sold in reliance on Regulation S, with each investor representing
that, among other things, it is not a U.S. person within the meaning of
Regulation S, with appropriate legends contained within the Offering Documents
and to be placed on the Shares, and with no selling efforts made within
the
U.S.
Following
the completion of the private placement of shares described above, the
Company
will, on a pro forma basis, have 31,044,940 shares of its common stock
outstanding. This gives effect to: (i) the surrender for cancellation of
approximately 7.7 million shares held primarily by the Company’s directors and
officers; (ii) the issuance of 500,000 shares to a financial advisor; and
(iii)
the issuance of 2,272,728 shares of common stock sold in a private placement
transaction by the Company during October 2005 at a purchase price of $.44
per
share.
Item
9.01 Financial
Statements and Exhibits.
(d)
Exhibits.
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10.1
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Confidential
Private Placement Memorandum dated November 1, 2005 (including
Form of
Registration Rights Provisions and Subscription
Agreement)
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Safe
Harbor Statement
This
report includes forward-looking statements within the meaning of Section
27A of
the Securities Act of 1933 as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, regarding future operating performance,
events, trends and plans. We have based these forward-looking statements
on our
current expectations, projections and assumptions about future events.
These
forward-looking statements are not guarantees and are subject to known
and
unknown risks, uncertainties and assumptions about us that, if not realized,
may
that may cause our actual results, levels of activity, performance or
achievements to be materially different from any future results, levels
of
activity, performance or achievements expressed or implied by such
forward-looking statements. While it is impossible to identify all of the
factors that may cause our actual operating performance, events, trends
or plans
to differ materially from those set forth in such forward-looking statements,
such factors include the inherent risks associated with: (i) our ability
to
complete a pending acquisition on terms similar to those set forth in a
previously disclosed letter of intent, or otherwise, with the recognition
that
closing is subject to customary closing conditions, certain of which may
be
beyond our control; (ii) our ability to secure the necessary level of financing
to complete the acquisition, whether on terms we believe are commercially
reasonable, or otherwise; (iii) our expectation that we will be able to
secure
proceeds from a debt facility that will facilitate our ability to complete
the
planned acquisition, although the facility has not yet been finalized;
(iv) our
assumption that the post closing level of operations of the company to
be
acquired will be consistent with its level of historic operations; (v)
our
belief that the transaction will constitute a platform acquisition under
our
business strategy; and (vi) our ability, assuming we complete our initial
acquisition, to use this acquisition as a “platform” upon which we can build a
profitable global transportation and supply chain management company, which
itself relies upon securing significant additional funding, as to which
we have
no present assurances. We undertake no obligation to publicly release the
result
of any revision of these forward-looking statements to reflect events or
circumstances after the date they are made or to reflect the occurrence
of
unanticipated events.
SIGNATURES
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 thereunto duly authorized.
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RADIANT
LOGISTICS, INC. |
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| Date: December
27, 2005 |
By: |
/s/ Bohn
H. Crain |
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Exhibit
Index
10.1
Confidential Private Placement Memorandum dated November 1, 2005 (including
Form
of Registration Rights Provisions and Subscription Agreement)