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:
October 29, 2002
LOGISTICS MANAGEMENT RESOURCES, INC.
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(Exact name of Registrant as specified in its Charter)
COLORADO 33-9640-LA 68-0133692
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification
Number)
10602 Timberwood Circle
Lexington, Kentucky 40223
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(Address of principal executive office) (Zip Code)
Registrant's telephone number including area code: (502) 339-4000
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U.S. TRUCKING, INC.
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(Former name and former address, as changed since last report)
ITEM 2. ACQUISITION AND DISPOSITION OF ASSETS
On April 1, 2002, and pursuant to a Stock Purchase Agreement dated February
21, 2002 (the "Agreement"), the Registrant completed the acquisition of
virtually all of the issued and outstanding common stock of Interstate
University, Inc., a privately owned Kentucky corporation ("Interstate"). Located
in Evansville, Indiana, Interstate was engaged in the business of educating and
training individuals to drive commercial trucks. The acquisition was effected
through the purchase of ninety-nine percent (99%) of Interstate's issued and
outstanding shares of common stock (the "Shares") from Midwest Merger
Management, LLC, a Kentucky limited liability company ("Midwest"). In
consideration for the Shares, Midwest tendered it 4%, one year promissory note
in the principal amount of $200,000 secured by a first lien and security
interest in the Shares (the "Note"); and received a five year, 10% net profit
interest in Interstate (the "Interest").
The Registrant and Midwest mutually agreed that Interstate had failed to
meet performance criteria set forth in the Agreement, and was likely to continue
to do so. Accordingly, and on October 28, 2002, the parties executed a
Rescission and Release Agreement whereby in consideration for the exchange of
general releases and the return of the Note, the Registrant relinquished the
Interest and returned the Shares to Midwest.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: October 29, 2002
LOGISTICS MANAGEMENT RESOURCES, INC.
By:/s/ Danny L. Pixler
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Name: Danny L. Pixler
Title: President
Item 7(c). Exhibits
1.1 Rescission and Release Agreement
RESCISSION AND RELEASE AGREEMENT
This Rescission and Release Agreement (the "Agreement") made this 28th day
of October 2002, by and between Logistics Management Resources, Inc. ("LMRI"), a
Colorado corporation and Midwest Merger Management LLC ("MMM"), a Kentucky
limited liability company (collectively, the "Parties").
WHEREAS, the Parties entered into a Stock Purchase Agreement dated February
21, 2002 (the "Original Agreement"); and
WHEREAS, the Parties have taken certain actions and entered into certain
transactions pursuant to, in connection with and as a result of the Original
Agreement; and
WHEREAS, the Parties desire to return to the respective status that existed
prior to the execution of the Original Agreement.
NOW THEREFORE, in consideration of the promises and the mutual Rescission
and releases set forth herein, and for other good and valuable consideration,
the receipt and adequacy of which are hereby jointly and severally acknowledged,
the parties agree as follows:
Section 1. Return of Consideration. Simultaneously with the execution of
this Agreement, LMRI hereby returns to MMM, and MMM hereby accepts, a
certificate representing an aggregate of 990 issued and outstanding shares of
common stock (the "Shares") of Interstate University, Inc., a Kentucky
corporation ("IUI"). In addition, LMRI hereby relinquishes any and all right,
title and interest in the net income of IUI it acquired from MMM under the
Original Agreement (the "Interest"). The Shares and the Interest represent all
of the consideration LMRI received from MMM under the Original Agreement.
Simultaneously with the execution of this Agreement, MMM hereby returns to LMRI
and LMRI hereby accepts, LMRI's 4%, one year promissory note dated April 1, 2002
in the principal amount of $200,000 and payable to MMM (the "Note"). The Note
represents all of the consideration MMM received from LMRI under the Original
Agreement.
Section 2. Rescission. The Original Agreement, together with all contracts,
agreements, understandings, sales of stock, transactions and employment and
non-competition agreements and every action and transaction arising out of, in
connection with, or consequently or incidentally related to, the Original
Agreement and other contracts, agreements, and understandings, whether or not
specifically identified in this Agreement, are hereby rescinded, canceled and
terminated with the effect that the Parties are restored to their respective
condition and status, inter se, which existed prior to entering into the
Original Agreement and all such contracts, agreements, understandings, sale of
stock, transactions, employment and non-competition agreements shall hereinafter
cease to exist and be null and void.
Section 3. Mutual General Releases. Each of the Parties, for themselves,
their directors, officers, stockholders, employees and agents, their successors,
heirs and assigns does hereby release, irrevocably and unconditionally, every
other party, their directors, officers, stockholders, employees and agents,
their successors, heirs and assigns, from any and every demand, claim,
liability, injury, suit, damage and cause of action which such party may now or
hereafter have, arising out of or in connection with the Original Agreement and
all such contracts, agreements, understandings, sales of stock, transactions and
employment and non-competition agreements, specifically and generally identified
in this Agreement, and the actions and transactions arising out of, in
connection with or consequently or incidentally related thereto.
Section 4. Mutual Cooperation. The Parties hereby covenant and agree to
cooperate with one another for the purpose of achieving the purposes and intent
of Section 1, including executing and delivering such further and additional
documents and instruments as may be deemed necessary and desirable to achieve
the intent of the Parties as sat forth in this Agreement.
Section 5. Miscellaneous. All notices that are required to be or may be
sent pursuant to the provision of this Agreement shall be sent by certified
mail, return receipt requested, or by overnight package delivery service, to the
respective addresses of the Parties as set forth herein, and shall count from
the date of mailing or the day after the date of the air bill. This Agreement is
binding upon and shall inure to the benefit of and shall be enforceable against
each of the Parties and their respective successors, assigns, estates, heirs,
executors and administrators. This Agreement shall not be amended or assigned
without the prior written consent of each of the Parties. This Agreement is
intended to and does contain and embody herein all of the understandings and
agreements of each of the Parties, both written or oral, with respect to the
subject matter of this Agreement. There are no representations, warranties or
covenants other than those set forth herein. This Agreement has been made,
delivered and executed in and shall be governed and construed in accordance with
the laws of the State of New York.
IN WITNESS WHEREOF, the Parties have executed this Agreement the
date first above written.
LOGISTICS MANAGEMENT RESOURCES, INC.
By: /s/ Danny L. Pixler
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Danny L. Pixler, President
MIDWEST MERGER MANAGEMENT, LLC
By: /s/ Michele Brown
Michele Brown, Secretary