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): February 22, 2011
DYNAMEX INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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000-21057
(Commission File
Number)
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86-0712225
(I.R.S. Employer Identification No.) |
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5429 LBJ Freeway, Suite 1000
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75240 |
Dallas, Texas
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(Zip Code) |
(Address of principal executive offices) |
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Registrants telephone number, including area code:
(214) 560-9000
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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 |
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Completion of Acquisition or Disposition of Assets. |
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Item 3.01 |
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of
Listing. |
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Item 3.03 |
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Material Modifications to Rights of Security Holders. |
The previously announced merger of TransForce Acquisition Corp., a Delaware corporation
(Merger Sub) and indirect wholly owned subsidiary of
TransForce Inc., a Canadian corporation
(Parent), with and into Dynamex Inc., a Delaware corporation (the Company), with the Company
surviving the merger as an indirect wholly owned subsidiary of Parent (the Merger), was completed
on February 22, 2011.
Pursuant to an Agreement and Plan of Merger (the Merger Agreement), dated as of December 14,
2010, among Parent, Merger Sub and the Company, at the effective time of the Merger, each
outstanding share of the Companys common stock (Common Stock) (except for certain shares held by
the Company, Parent or Merger Sub and shares held by stockholders who have properly exercised
appraisal rights) was converted into the right to receive US$25.00 in cash, without interest, less
any applicable withholding taxes. Upon the effective time of the Merger, holders of Common Stock
immediately prior to the effective time of the Merger ceased to have any rights as stockholders of
the Company, other than the right to receive the merger consideration.
In connection with the closing of the Merger, the Company notified NASDAQ on February 22, 2011
that shares of Common Stock, were generally converted into the right to receive US$25.00 in cash,
without interest, and requested that NASDAQ file with the Securities
and
Exchange Commission an application on Form 25 to report
that the shares of Common Stock are no longer listed on NASDAQ.
The Merger Agreement filed as Exhibit 2.1 to the Companys Current Report on Form 8-K filed
with the Securities and Exchange Commission on December 15, 2010 is incorporated by reference in
this Section 2.01, 3.01 and Section 3.03.
Item 5.01 |
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Changes in Control of Registrant. |
As a result of the Merger, the Company became an indirect wholly owned subsidiary of Parent
resulting in a change of control of the Company. The aggregate purchase price paid for all of the
equity securities of the Company was approximately US$248 million, which purchase price Parent
funded from cash on hand and committed availability under its credit facility. To the Companys
knowledge, there are no arrangements, including any pledge by any person of securities of the
Company or Parent, the operation of which may at a subsequent date result in a further change of
control of the Company.
A copy of the press release issued by the Company on February 23, 2011 announcing the
consummation of the Merger is attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated by reference in this Item 5.01.
The information set forth in Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is
incorporated by reference in this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers. |
At the effective time of the Merger, each of the Companys seven directors (Richard K.
McClelland, Wayne Kern, Stephen Smiley, Brian Hughes, Bruce Ranck, Craig Lentzsh and James Welch)
voluntarily resigned as directors of the Company.
At the effective time of the Merger, the then current directors of Merger Sub, Alain Bédard,
the Chairman, President and Chief Executive Officer of Parent, and Russ Watterson, a consultant of
Parent, became directors of the Company, as the surviving corporation of the Merger.
Item 5.03 |
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Pursuant to the Merger Agreement, at the effective time of the Merger, the certificate of
incorporation of the Company was amended and restated in its entirety. A copy of the Certificate of
Merger effecting the amendment and
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