Attached files
file | filename |
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EX-99.1 - Clark Holdings Inc. | v176141_ex99-1.htm |
EX-10.1 - Clark Holdings Inc. | v176141_ex10-1.htm |
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
Date of
Report (Date of earliest event reported): February 26,
2010
CLARK HOLDINGS
INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
|
001-32735
|
43-2089172
|
(State
or Other Jurisdiction
|
(Commission
|
(IRS
Employer
|
of
Incorporation)
|
File
Number)
|
Identification
No.)
|
121 New York Avenue,
Trenton, New Jersey
|
08638
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(609)
396-1100
(Registrant’s
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.
|
On
February 26, 2010, Clark Holdings Inc. (the “Company”) and its
operating subsidiaries, The Clark Group, Inc., Clark Distribution Systems, Inc.,
Highway Distribution Systems, Inc., Clark Worldwide Transportation, Inc. and
Evergreen Express Lines, Inc., entered into an Amendment to Forbearance
Agreement and Credit Agreement (the “Agreement”) with Bank
of America, N.A. (“Bank of America”)
(successor-in-interest to LaSalle Bank National Association). The
Agreement amended (i) that certain Credit Agreement dated as of February 12,
2008, as amended, which provided, among other things, for a credit facility
terminating on February 28, 2010, and (ii) that certain Amendment and
Forbearance Agreement dated as of September 15, 2009, which provided, among
other things, that Bank of America would forbear from exercising its rights and
remedies arising out of certain specified events of default until such
termination date.
Under the
terms of the Agreement, Bank of America, as administrative agent and as the sole
lender under the credit facility, agreed to extend the credit facility and the
forbearance period until March 9, 2010.
On
February 23, 2010, the Company obtained a commitment letter from Cole Taylor
Bank for a new $6,000,000 revolving credit facility.
Item
2.02.
|
Results
of Operations and Financial
Condition.
|
On March
1, 2010, the Company issued a press release announcing preliminary unaudited
financial results for its fourth fiscal quarter and fiscal year ended January 2,
2010. The press release is included as Exhibit 99.1
hereto.
The
information furnished under this Item 2.02, including the exhibit related
thereto, shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, nor shall it be deemed incorporated by
reference in any disclosure document of the Company, except as shall be
expressly set forth by specific reference in such document.
Item
9.01.
|
Financial
Statement and Exhibits.
|
(d)
Exhibits:
Exhibit
|
Description
|
|
10.1
|
Amendment
to Forbearance Agreement and Credit Agreement dated as of February 26,
2010, among Clark Holdings Inc. (f/k/a Global Logistics Acquisition
Corporation), The Clark Group, Inc., Clark Distribution Systems, Inc.,
Clark Worldwide Transportation, Inc., Highway Distribution Systems, Inc.
and Evergreen Express Lines, Inc., and Bank of America, N.A.,
(successor-in-interest to LaSalle Bank National Association), individually
as a Lender and as Administrative Agent for the
Lenders.
|
|
99.1
|
Press
release.
|
2
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 hereunto
duly authorized.
Dated:
March 2, 2010
CLARK HOLDINGS INC. | |||
|
By:
|
/s/ Stephen Spritzer | |
Stephen
Spritzer
|
|||
Chief
Financial Officer
|
|||
3
EXHIBIT
INDEX
Exhibit
|
Description
|
|
10.1
|
Amendment
to Forbearance Agreement and Credit Agreement dated as of February 26,
2010, among Clark Holdings Inc. (f/k/a Global Logistics Acquisition
Corporation), The Clark Group, Inc., Clark Distribution Systems, Inc.,
Clark Worldwide Transportation, Inc., Highway Distribution Systems, Inc.
and Evergreen Express Lines, Inc., and Bank of America, N.A.,
(successor-in-interest to LaSalle Bank National Association), individually
as a Lender and as Administrative Agent for the
Lenders.
|
|
99.1
|
Press
release.
|
4