Attached files

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EX-5.1 - EXHIBIT 5.1 - UNIVERSAL LOGISTICS HOLDINGS, INC.d587773dex51.htm
EX-1.1 - EXHIBIT 1.1 - UNIVERSAL LOGISTICS HOLDINGS, INC.d587773dex11.htm
EX-99.2 - EXHIBIT 99.2 - UNIVERSAL LOGISTICS HOLDINGS, INC.d587773dex992.htm
EX-99.1 - EXHIBIT 99.1 - UNIVERSAL LOGISTICS HOLDINGS, INC.d587773dex991.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) August 16, 2013

 

 

Universal Truckload Services, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Michigan   0-51142   38-3640097

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

12755 E. Nine Mile Road, Warren, Michigan

(Address of principal executive offices)

48089

(Zip Code)

(586) 920-0100

(Registrant’s telephone number, including area code)

 

(Former name, former address and former fiscal year, 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 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ 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 August 16, 2013, Universal Truckload Services, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Stifel, Nicolaus & Company, Incorporated and Citigroup Global Markets Inc., as representatives of the several underwriters named in Schedule I thereto (the “Underwriters”), and the Selling Shareholder named therein (the “Selling Shareholder”), for the issuance and sale in a public offering of 1,000,000 shares of our common stock at a public offering price of $23.00 per share, less an underwriting discount of $1.035 per share. The Company is selling 25,000 shares in the offering and the Selling Shareholder is selling 975,000 shares in the offering. Under the terms of the Underwriting Agreement, the Selling Shareholder has granted the Underwriters an option to purchase up to 150,000 additional shares at the public offering price less the underwriting discount.

After deducting the underwriting discount and estimated offering expenses payable by us, we do not expect to receive any remaining proceeds from the sale of our common stock in this offering. We will also not receive any of the proceeds from the sale of our common stock by the Selling Shareholder.

The offering is being made pursuant to our effective Registration Statement on Form S-3 (Registration No. 333-187587), as amended (the “Registration Statement”), as supplemented by a preliminary prospectus supplement dated August 15, 2013 and a final prospectus supplement dated August 16, 2013.

The Underwriting Agreement contains customary representations, warranties, and covenants that are valid as among the parties as of the dates set forth in the Underwriting Agreement, and are not factual information to investors about our company. We expect to close the sale of the common stock on August 21, 2013, subject to customary closing conditions.

The foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the actual Underwriting Agreement, which is filed as Exhibit 1.1 hereto.

In connection with the offering and sale of the common stock, the following exhibits are being filed with this Current Report on Form 8-K to be incorporated by reference into the Registration Statement: (i) the Underwriting Agreement (Exhibit 1.1), (ii) the opinion of Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C. as to the legality of the shares of common stock (Exhibit 5.1), and (iii) the consent of Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C. (Exhibit 23.1).

 

Item 8.01 OTHER EVENTS

On August 15, 2013, we issued a press release announcing that the Company had commenced the offering described above in Item 1.01 of this Current Report on Form 8-K. On August 16, 2013, we also issued a press release announcing that the Company had priced the offering described above in Item 1.01 of this Current Report on Form 8-K. Copies of the press releases are filed as Exhibits 99.1 and 99.2 hereto.

 

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

(d) Exhibits.

 

Exhibit
No.

  

Description

  1.1    Underwriting Agreement, dated August 16, 2013, among Universal Truckload Services, Inc., Stifel, Nicolaus & Company, Incorporated and Citigroup Global Markets Inc., as representatives of the several underwriters named in Schedule I thereto, and the Selling Shareholder named therein
  5.1    Opinion of Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C.
23.1    Consent of Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C. (contained in its opinion filed as Exhibit 5.1)
99.1    Press Release dated August 15, 2013 announcing the public offering of common stock
99.2    Press Release dated August 16, 2013 announcing the pricing of the public offering of common stock


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, thereunto duly authorized.

 

    UNIVERSAL TRUCKLOAD SERVICES, INC.
Date: August 19, 2013    

/s/ David A. Crittenden

    David A. Crittenden
    Chief Financial Officer