Attached files
| file | filename |
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| EX-32 - Clark Holdings Inc. | v227728_ex32.htm |
| EX-31.2 - Clark Holdings Inc. | v227728_ex31-2.htm |
| EX-31.1 - Clark Holdings Inc. | v227728_ex31-1.htm |
| EX-10.18 - Clark Holdings Inc. | v227728_ex10-18.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended January 1, 2011
or
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
Commission file number 001-32735
CLARK HOLDINGS INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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43-2089172
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(State or Other Jurisdiction
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(I.R.S. Employer
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of Incorporation or Organization)
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Identification No.)
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121 New York Avenue, Trenton NJ 08638
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code (609) 396-1100
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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Common stock, $.0001 par value per share
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NYSE Amex
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes x No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ Yes x No
Indicated by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the 90 past days. x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 504 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to file such files). ¨ Yes ¨ No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer ¨
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Smaller reporting company x
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No
The aggregate market value of voting and non-voting common stock of the issuer held by non-affiliates on July 3, 2010 was $1,986,326.
As of March 31, 2011, we had 12,032,193 shares of common stock outstanding.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (the “Amendment”) amends our annual report on Form 10-K for the fiscal year ended January 1, 2011, which was originally filed on April 14, 2011 (the “Original 10-K”). We are filing this Amendment solely for the following reasons:
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(i)
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To include, as Exhibit 10.18 to this Amendment, a revised copy of the Agreement for the Provision of Services, dated November 29, 2010, by and between us and AlixPartners, LLP. The copy of the agreement filed with the Original 10-K omitted certain portions of the agreement pursuant to a request for confidential treatment. In response to comments from the staff of the Securities and Exchange Commission on the request for confidential treatment, we are filing the revised copy to include certain of the previously omitted portions.
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(ii)
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To supplement the disclosure under Item 13 of Part III of the Original 10-K.
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In addition, we are including (a) as Exhibits 31.1 and 31.2 to this Amendment, new certifications of our principal executive officer and our principal financial and accounting officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, and (b) as Exhibit 32 to this Amendment, a new certification of our principal executive officer and our principal financial and accounting officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Accordingly, we are including in this Amendment only the disclosure required under Item 13 of Part III and Item 15 of Part IV of Form 10-K.
Except as set forth above, we are not amending, updating or otherwise modifying the Original 10-K. Except as otherwise indicated, this Amendment does not reflect events occurring after April 14, 2011, the date of the Original 10-K, or modify or update any disclosures that may have been affected by subsequent events.
Part III
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Item 13.
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Directors, Executive Officers and Corporate Governance.
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The information set forth in the sections entitled “Independence of Directors” and “Transactions with Related Persons” in Item 10 of Part III of the Original 10-K is incorporated herein by reference.
AlixPartners Agreement
On November 29, 2010, we entered into an Agreement for the Provision of Services with AlixPartners, LLP (“AlixPartners”), which was subsequently amended on March 30, 2011 and July 14, 2011 (as amended, the “Consulting Agreement”). Pursuant to the Consulting Agreement, we engaged AlixPartners to provide us with strategic advisory services, including making Christian B. Cook available to serve as our Interim President and Chief Operating Officer. The term of the engagement runs through July 31, 2011, with an option for us to extend the engagement through September 2011. Through June 30, 2011, AlixPartners had earned $555,000 in fees from us for the engagment and had invoiced us for $51,683 in reimbursable out-of-pocket expenses in connection therewith. We will pay AlixPartners a fee of $70,000, plus expenses, for its services in July, and a fee of $55,000, plus expenses, for its services in August. The fees for August will be reduced on a pro rata basis in the event we opt to terminate the services prior to the end of the month. We will pay AlixPartners on an hourly basis, at $620 an hour, plus expenses, in the event we opt to continue the services into September. In addition, 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 in an amount that increases with the total purchase price paid for the Company, up to a maximum of $490,000. Mr. Cook has been a Director of AlixPartners since November 2007 and, in accordance with the Consulting Agreement, has been our Interim President and Chief Operating Officer since December 15, 2010.
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Part IV
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Item 15.
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Exhibits and Financial Statement Schedules.
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(a)
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List of documents filed as a part of this Amendment:
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(3)
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Exhibits:
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Exhibit No.
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Description
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Incorporated by
Reference From
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2.1
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Stock Purchase Agreement, dated as of May 18, 2007, and amended on November 1, 2007, by and among Registrant, The Clark Group, Inc. and the stockholders of The Clark Group, Inc.
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Definitive Proxy Statement filed 1/28/2008
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3.1
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Amended and Restated Certificate of Incorporation of Registrant.
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Form 8-K filed 3/7/2008
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3.2
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Bylaws of the Registrant.
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Form 8-K filed 1/2/2008
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4.1
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Specimen Common Stock Certificate.
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Form 8-K filed 3/7/2008
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10.1
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Form of Stock Transfer Agency Agreement entered into by and between The Bank of New York and the Registrant.
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Form S-1 filed 2/21/2006
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10.2
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Form of Registration Rights Agreement among the Registrant and the stockholders listed on the signature page thereto.
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Form S-1/A filed 2/9/2006
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10.3
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Agreement dated February 1, 2008, among Clark-GLAC Investment, LLC, James J. Martell, Gregory E. Burns, Maurice Levy, Mitchel Friedman and the Registrant.
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Form 8-K filed 2/1/2008
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10.4
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Agreement dated February 1, 2008, among James J. Martell, Gregory E. Burns, Donald McInnes, Charles Royce, Edward Cook and the Registrant.
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Form 8-K filed 2/1/2008
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10.5
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Agreement dated February 8, 2008, among Clark-GLAC Investment, LLC, James J. Martell, Gregory E. Burns, Charles Royce and Mitchel Friedman, and the Registrant.
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Form 8-K filed 2/20/2008
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10.6
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Stockholder Escrow Agreement, dated February 12, 2008, by and among the Registrant, the parties listed under Stockholders on the signature page thereto and The Bank of New York.
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Definitive Proxy Statement filed 1/28/2008
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10.7
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Registrant’s 2007 Long-Term Incentive Equity Plan.
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Definitive Proxy Statement filed 1/28/2008
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3
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Exhibit No.
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Description
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Incorporated by
Reference From
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10.8
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Employment Agreement, dated October 27, 2009, by and between The Clark Group, Inc. and Charles H. Fischer III.
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Form 10-K/A filed 5/3/2010
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10.9
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Settlement Agreement and Mutual Release, dated as of December 31, 2009, by and between Clark Holdings, Inc. f/k/a Global Logistics Acquisition Corporation, The Clark Group, Inc., Donald G. McInnes, Gregory E. Burns, Brian Bowers, Edward W. Cook, Maurice Levy, Charles H. “Skip” Fischer III, Brian Gillen, Stephen M. Spritzer, and Charles C. Anderson, Jr., or in his absence Jay Maier, as representative of the sellers of the capital stock of Clark Group, Cherokee Capital Management, LLC, Joel R. Anderson, Charles C. Anderson, Jr., Delaware ESBT for Charles C. Anderson, Jr., Terry C. Anderson, Clyde B. Anderson, Harold M. Anderson, Charles C. Anderson III, Frank Stockard, Bill Lardie, Jay Maier, Delaware ESBT for Jay Maier, David Gillis, John Barry and Timothy Teagan.
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Form 8-K filed 1/7/2010
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10.1
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Amendment to Forbearance Agreement and Credit Agreement, dated as of February 26, 2010, among the Registrant, 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.
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Form 8-K filed 3/3/2010
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10.11
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Credit and Security Agreement, dated as of March 5, 2010, by and between Cole Taylor Bank and the Registrant, The Clark Group, Inc., Clark Distribution Systems, Inc., Highway Distribution Systems, Inc., Clark Worldwide Transportation, Inc. and Evergreen Express Lines, Inc.
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Form 8-K filed 3/11/2010
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10.12
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Employment Letter Agreement, dated April 20, 2010, by and between the Registrant and Kevan Bloomgren.
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Form 8-K filed 6/7/2010
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10.13
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First Amendment to Credit and Security Agreement, dated as of May 17, 2010, by and among Cole Taylor Bank and the Registrant, The Clark Group, Inc., Clark Distribution Systems, Inc., Highway Distributions Systems, Inc., Clark Worldwide Transportation, Inc., and Evergreen Express Lines, Inc.
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Form 10-Q filed 5/24/2010
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4
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Exhibit No.
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Description
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Incorporated by
Reference From
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10.14
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Second Amendment to Credit and Security Agreement, dated as of November 11, 2010, by and among Cole Taylor Bank and the Registrant, The Clark Group, Inc., Clark Distribution Systems, Inc., Highway Distributions Systems, Inc., Clark Worldwide Transportation, Inc., and Evergreen Express Lines, Inc.
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Form 10-Q filed 11/16/2010
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10.15
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Third Amendment to Credit and Security Agreement, dated as of March 30, 2011, by and among Cole Taylor Bank and the Registrant, The Clark Group, Inc., Clark Distribution Systems, Inc., Highway Distributions Systems, Inc., Clark Worldwide Transportation, Inc., and Evergreen Express Lines, Inc.
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Form 10-K filed 4/14/2011
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10.16
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Agreement for Advisory Services, effective September 14, 2010, by and between the Registrant and Everest Group International LLC.
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Form 10-Q filed 11/16/2010
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10.17
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Amendment to Employment Letter Agreement, dated November 4, 2010, by and between the Registrant and Kevan Bloomgren.
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Form 8-K filed 11/10/2010
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10.18
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Agreement for the Provision of Services, dated November 29, 2010, by and between the Registrant and AlixPartners, LLP.*
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Filed herewith.
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10.19
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Description of Management Bonus Compensation Policy.
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Form 10-K filed 4/14/2011
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14.1
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Registrant’s Code of Ethics.
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Form S-1/A filed 2/21/2006
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21.1
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List of Subsidiaries.
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Form 8-K filed 3/7/2008
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31.1
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Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Filed herewith.
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31.2
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Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Filed herewith.
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32
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Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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Filed herewith.
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99.1
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Fiscal 2010 Financial Results Press Release.
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Form 10-K filed 4/14/2011
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5
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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CLARK HOLDINGS INC.
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By:
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/s/ Gregory E. Burns
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Gregory E. Burns
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Chief Executive Officer
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(Principal Executive Officer)
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Dated: July 15, 2011
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