Attached files
| file | filename |
|---|---|
| EX-10.1 - INTEGRATED FREIGHT Corp | ex1018k051010.htm |
| EX-99.1 - INTEGRATED FREIGHT Corp | ex9918k051010.htm |
| EX-16.1 - INTEGRATED FREIGHT Corp | ex1618k051010.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: May 10,
2010
PLANGRAPHICS,
INC.
(Exact
name of registrant as specified in its charter)
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Colorado
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000-14273
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84-0868815
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|
(State
of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
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Suite
200, Business Boulevard, Sarasota, Florida 34240
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: 941-545-7800
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):
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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[
Section
2 - Financial Information
Item
2.01 Completion of Acquisition or Disposition of Assets.
On May
14, 2010 (Stock Purchase Agreement deemed to have been signed as of May 5,
2010), we acquired all of the issued and outstanding stock of Triple C
Transport, Inc., a Nebraska corporation, as a wholly owned
subsidiary. Triple C Transport is engaged in the refrigerated motor
freight business and operates fleet of 100 power units from its headquarters
office (which it leases) in Doniphan, Nebraska. We purchased Triple C
Transport from Craig White and Vonnie White, with whom we (including our
directors, officers and affiliates) have had no relationship prior to
negotiation of this transaction. We have undertaken an irrevocable
obligation to issue two million shares of our common stock after the effective
date of our planned reverse stock split as described in our preliminary
information statement on Schedule 14C as filed with the U.S. Securities and
Exchange Commission, and paid $100,000 in cash to Mr. and Mrs.
White. We have an obligation to pay an additional $150,000 to Mr. and
Mrs. White within 180 days after closing. We have borrowed the
initial cash payment from a private investment company with whom we (including
our directors, officers and affiliates) have had no relationship prior to
negotiation for the loan.
Section
3 - Securities and Trading Markets
Item
3.02 Unregistered Sales of Equity Securities.
In
connection with our purchase of Triple C Transport, we delivered to the sellers
an “Instruction For Issue of Common Stock” which irrevocably directs our
transfer agent to issue and deliver to Mr. and Mrs. White an aggregate of two
million shares of our common stock, provided that such delivery shall not occur
prior to the effective date of our planned reverse stock split as described in
our preliminary information statement on Schedule 14C as filed with the U.S.
Securities and Exchange Commission. We negotiated the transaction
directly with the Mr. and Mrs. White. No underwriters were involved
in the transaction, and accordingly there were no underwriting discounts or
commissions. A business broker will receive compensation as a result
of the sale of Mr. and Mrs. White’s business. The purchasers of our
common
stock are the two persons from whom we purchased Triple C
Transport. Accordingly, the sale did not involve a public
offering. We rely on Section 4(2) of the Securities Act for an
exemption from registration.
Section
4 - Matters Related to Accountants and Financial Statements
Item
4.01 Changes in Registrant’s Certifying Accountant.
On May
10, 2010, we confirmed in writing that we would not engage Cordovano and Honeck,
LLP of Englewood Colorado, to audit the financial statements of our significant
subsidiaries, Morris Transportation, Inc. and Smith Systems Transportation,
Inc., for their fiscal year and transition period ended March 31,
2010. Cordovano and Honeck, LLP's letter required by Regulation S-B,
Item 304(a)(3) is attached as an exhibit to this report on Form
8-K.
(1) Cordovano
and Honeck, LLP’s reports on the financial statements of our significant
subsidiaries, Morris Transportation, Inc. and Smith Systems Transportation,
Inc., for fiscal years and periods included in our amended annual report on Form
10-K for the fiscal year ended September 30, 2009 did not contain an adverse
opinion or a disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope, or accounting principles.
(2) The
decision to not engage Cordovano and Honeck, LLP to audit the financial
statements of our significant subsidiaries, Morris Transportation, Inc. and
Smith Systems Transportation, Inc., for the fiscal year and transition period
ended March 31, 2010 was recommended by our audit committee.
(3) During
the two most recent fiscal years and subsequent interim periods, we did not have
any disagreements with Cordovano and Honeck, LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure.
Section
5 - Corporate Governance and Management
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective
with the closing of our acquisition of Triple C Transport, as described under
Item 2.01, above, Craig White was elected to our board of directors under a
provision of the Stock Purchase Agreement which requires his election annually
for a total term of three years. Mr. White has been engaged in the
ownership and management of Triple C Transport and related family-owned motor
fright businesses for more than the last five years.
Section
7 - Regulation FD Item
7.01
Regulation FD Disclosure.
On May
18, 2010, we issued the press release furnished with this report on Form 8-K as
Exhibit 99.1, announcing our acquisition of Triple C Transport.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
(a)
Financial statements of businesses acquired.
Financial
statements of Triple C Transport will be filed by amendment to this report on
Form 8-K as soon as we receive the required audit report thereon.
(b)
Pro forma financial
information.
Pro forma
financial information with respect to our acquisition of Triple C Transport will
be filed by amendment to this report on Form 8-K as soon as we receive the
required audit report on Triple C Transport’s financial statements and we are
thereby enabled to prepare the pro forma financial information.
(d)
Exhibits.
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10.1
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Stock
Purchase Agreement between and among PlanGraphics, Inc., Triple C
Transport, Inc., Craig White and Vonnie White
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| 16.1 |
Letter of Cordovao and Honeck,
LLP
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99.1
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Press
Release issued May 18, 2010
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SIGNATURES
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.
PLANGRAPHICS,
INC.
/s/ Paul
A. Henley
Paul A.
Henley
Chief
Executive Officer
May 18,
2010