SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) February 28, 2006
HUB GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
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0-27754 |
36-4007085 |
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(Commission File Number) |
(I.R.S. Employer Identification No.) |
3050 Highland Parkway, Suite 100
Downers Grove, Illinois 60515
(Address, including zip code, of principal executive offices)
(630) 271-3600
(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 any of the following provisions:
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On February 28, 2006, the Company’s subsidiary, Comtrak Logistics, Inc., completed the previously announced acquisition of substantially all of the assets of Comtrak, Inc. of Memphis, Tennessee. The acquired assets were used by Comtrak, Inc. to operate its transportation services business, including rail and international drayage for the intermodal sector, full truckload transportation, container storage, yard management, truck brokerage and other logistics services. The acquired assets include, among other things, tractors, trailers, rights under equipment and real property leases, office equipment and furniture, customer and vendor contracts, agreements with owner-operators, and intellectual property.
The Company paid the $38.0 million purchase price plus a working capital adjustment of $1.9 million from available cash. In addition, there is an earn-out for the remainder of 2006 and all of 2007 which is contingent on earnings during those periods and which will not exceed $10.0 million in total.
A copy of a press release issued by the Company regarding the acquisition is attached as Exhibit 99.1 to this Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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(a) |
Not Applicable. |
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(b) |
Not Applicable. |
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(c) |
A list of exhibits filed herewith is contained on the Exhibit | |||||
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Index which immediately precedes such exhibits and is |
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incorporated herein by reference. |
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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.
HUB GROUP, INC.
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DATE: March 3, 2006 |
/s/ Terri Pizzuto |
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By: Terri Pizzuto |
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Title: VP Finance |
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EXHIBIT INDEX
Exhibit No.
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99.1 |
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Press release, issued on March 1, 2006, announcing Hub Group, Inc. has completed the previously announced acquisition of substantially all of the assets of Comtrak, Inc. |
Hub Group, Inc. Completes Acquisition Of Comtrak, Inc.
DOWNERS GROVE, IL, March 1, 2006, -- Hub Group, Inc. (NASDAQ: HUBG) announced today it has completed the previously announced acquisition of Comtrak, Inc. Hub paid the $38.0 million purchase price plus a working capital adjustment of $1.9 million from available cash. As previously disclosed, there is an earn-out for the periods 2006 and 2007, which will not exceed $10 million in total.
Comtrak is a transportation industry leader whose services include rail and international drayage for the intermodal sector, full truckload transportation, container storage, yard management, truck brokerage and other logistics services. Comtrak was established in 1983 and is headquartered in Memphis, Tennessee. It has 381 employees and fifteen terminals located primarily in the southeastern United States. Comtrak utilizes company drivers and third-party owner operators to serve its customers.
David P. Yeager, Hub’s CEO commented, “We are very excited about the addition of Comtrak because it is consistent with our strategy to increase our drayage business and enter the international drayage market. In addition, we can leverage the Comtrak technology into our existing drayage business. We welcome the Comtrak employees and customers and look forward to serving the market with the combined resources of Hub and Comtrak.”
ABOUT HUB GROUP: Hub Group, Inc. is a leading asset light freight transportation management company providing comprehensive intermodal, truckload brokerage, logistics and distribution services. The Company operates through a network of over 30 offices throughout the United States, Canada and Mexico.
CERTAIN FORWARD-LOOKING STATEMENTS: Statements in this press release that are not historical, including statements about Hub Group's or management's earnings guidance, intentions, beliefs, expectations, representations, projections, plans or predictions of the future, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are inherently uncertain and subject to risks. Such statements should be viewed with caution. Actual results or experience could differ materially from the forward-looking statements as a result of many factors. Factors that could cause actual results to differ materially include the factors listed from time to time in Hub Group's SEC reports including, but not limited to, the annual report on Form 10-K for the year ended December 31, 2005. Hub Group assumes no liability to update any such forward-looking statements.
SOURCE: HUB GROUP, INC.
CONTACT: Renee Jurczyk of Hub Group, Inc., +1-630-271-3611