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): March 1, 2010
Universal Truckload Services, Inc.
(Exact name of registrant as specified in its charter)
| Michigan | 120510 | 38-3640097 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS 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 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 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 8.01 | OTHER EVENTS. |
On March 1, 2010, Universal Truckload Services, Inc., or the Company, issued a press release announcing that it has filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission (“SEC”) to offer to the public from time to time in one or more offerings shares of its common stock, preferred stock, rights and warrants up to a total aggregate offering amount of $100,000,000. The securities will be offered at prices and on terms to be determined at the time of any such offering. The registration statement also registers up to 6,082,726 secondary shares of the Company’s common stock held collectively by our Chairman, Matthew T. Moroun, and one of our directors, Manuel J. Moroun, who together are controlling stockholders of the Company (the “Morouns”). Each of the Morouns may offer the shares owned by him for resale to the public from time to time in one or more offerings at prices and on terms to be determined at the time of any such offering. Matthew T. Moroun is the son of Manuel J. Moroun. A copy of the press release is attached hereto as Exhibit 99.1.
The registration statement on Form S-3 has not yet been declared effective by the SEC. The securities may not be sold and offers to buy may not be accepted prior to the time the registration statement becomes effective. This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
| Item 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits. The following exhibit is furnished with this Report:
| Exhibit |
Description | |
| 99.1 | Press release issued by the Registrant on March 1, 2010 | |
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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.
| UNIVERSAL TRUCKLOAD SERVICES, INC. | ||||
| Date: March 1, 2010 | By: | /S/ ROBERT E. SIGLER | ||
| Robert E. Sigler | ||||
| Vice President, Chief Financial Officer, Secretary and Treasurer | ||||
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Exhibit 99.1
For further information:
Robert Sigler
Vice President and Chief Financial Officer
586.920.0100
Universal Truckload Services, Inc. Announces Filing of S-3 Shelf Registration Statement
Warren, MI – March 1, 2010 — Universal Truckload Services, Inc. (NASDAQ: UACL) announced today that it has filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission (“SEC”) to offer to the public from time to time in one or more offerings shares of its common stock, preferred stock, rights and warrants up to a total aggregate offering amount of $100,000,000. The securities will be offered at prices and on terms to be determined at the time of any such offering.
In addition, under the shelf registration, if and when declared effective by the SEC, our Chairman, Matthew T. Moroun, and one of our directors, Manuel J. Moroun, who together are controlling stockholders of the Company, may offer for resale to the public from time to time in one or more offerings up to 6,082,726 secondary shares of the Company’s common stock owned by them at prices and on terms to be determined at the time of any such offering. Matthew T. Moroun is the son of Manuel J. Moroun.
Neither the Company nor either of the Morouns has any present intention to offer any of the securities.
The registration statement on Form S-3 has not yet been declared effective by the SEC. The securities may not be sold and offers to buy may not be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
About Universal:
Universal Truckload Services, Inc. is primarily an asset light provider of transportation services to shippers throughout the United States and in the Canadian provinces of Ontario and Quebec. The Company’s trucking services include both flatbed and dry van operations and the Company provides rail-truck and steamship-truck intermodal support services. The Company also offers truck brokerage services.
Some of the statements contained in this press release might be considered forward-looking statements. These statements identify prospective information. Forward-looking statements are based on information available at the time and/or management’s good faith belief with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. These forward-looking statements are subject to a number of factors that may cause actual results to differ materially from the expectations described. Additional information about the factors that may adversely affect these forward-looking statements is contained in the Company’s reports and filings with the Securities and Exchange Commission. The Company assumes no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws.