Attached files
| file | filename |
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| EX-99.1 - Clark Holdings Inc. | v204637_ex99-1.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): November 29,
2010
CLARK HOLDINGS
INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-32735
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43-2089172
|
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
|
|
of
Incorporation)
|
File
Number)
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Identification
No.)
|
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121 New York Avenue,
Trenton, New Jersey
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08638
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(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
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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o
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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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o
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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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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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Agreement
with AlixPartners
On
November 29, 2010, Clark Holdings Inc. (the “Company”) entered
into an Agreement for the Provision of Services (the “Agreement”) with
AlixPartners, LLP (“AlixPartners”).
Under the
Agreement, AlixPartners will make Christian Cook available to serve as the
Company’s Interim President and Chief Operating Officer, commencing on December
15, 2010. Mr. Cook will evaluate and implement strategic and tactical
options to improve the Company’s financial performance. Mr. Cook will
report to the Company’s Chief Executive Officer. AlixPartners also
will make Rick Tullio available to serve as Clark’s Executive Vice President,
Purchased Transportation of the Company’s operating subsidiary, The Clark Group,
Inc. (“Clark”),
commencing on November 30, 2010. All Clark personnel responsible for
purchased transportation will report to Mr. Tullio and Mr. Tullio will report to
Mr. Cook.
The
Company will pay AlixPartners a fee of $340,000 as compensation for its
services, payable in bi-monthly installments, and will reimburse AlixPartners
for its out-of-pocket expenses incurred in connection with the engagement,
subject to a cap of $8,000 per month unless otherwise approved by the Company’s
Chief Executive Officer. AlixPartners’ engagement will terminate
on March 31, 2010. If the engagement is extended beyond March 31,
2010, the Company will pay AlixPartners for its services based on AlixPartners’
standard hourly rates. If the Company is sold during the term of the
engagement or during the twelve months after the engagement is completed or
terminated, AlixPartners will be entitled to receive an additional fee based on
the total purchase price paid for the Company.
AlixPartners
has agreed to keep confidential, during the term of the Agreement and for two
years thereafter, all non-public confidential or proprietary information
obtained from the Company during the performance of its services. The
Company has agreed not to, directly or indirectly, hire, contract with, or
solicit the employment of any of AlixPartners’ employees or contractors and to
indemnify AlixPartners and related parties from losses arising out of or in
connection with the engagement.
The
Agreement may be terminated at any time by written notice from either
party. Upon termination of the Agreement, AlixPartners will be
entitled to any fees and expenses due under the provisions of the Agreement and,
unless the termination is for “cause” (as defined in the agreement), will remain
entitled to any additional fee upon sale of the Company in accordance with the
terms described above.
Appointment
of Interim President and Chief Operating Officer
In
accordance with the Agreement, on December 3, 2010, the Company’s board of
directors appointed Mr. Cook as the Company’s Interim President and Chief
Operating Officer, effective as of December 15, 2010. In connection
with the engagement of AlixPartners, Larry Hughes resigned as the Company’s
Interim President and Chief Operating Officer, effective as of November 30,
2010.
2
Mr. Cook
is 40 years old. Since November 2007, he has served as a Director at
AlixPartners, a firm of business and consulting professionals that focuses on
improving corporate financial and operational performance. Prior to
joining AlixPartners, from 1998 to 2007, Mr. Cook was a Senior Manager at
Deloitte, where he focused on mergers and acquisitions. Prior to
joining Deloitte, from 1990 to 1996, he served as a Design Engineer for Nordson
Corporation in Atlanta, Georgia. He received an International MBA
from University of South Carolina and a Bachelor of Mechanical Engineering from
Georgia Institute of Technology.
A copy of
the press release announcing the engagement of AlixPartners and the appointment
of Mr. Cook is attached hereto as Exhibit 99.1.
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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The information set forth under Item
1.01 of this report is incorporated
herein by reference.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits:
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Exhibit
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Description
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99.1
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Press Release. |
3
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:
December 3, 2010
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CLARK
HOLDINGS INC.
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By:
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/s/ Kevan
Bloomgren
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Name:
Kevan Bloomgren
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Title:
Chief Financial Officer
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4
EXHIBIT
INDEX
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Exhibit
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Description
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99.1
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Press
Release.
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5