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8-K

 

 

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 28, 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)

  

(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 28, 2013, Universal Truckload Services, Inc. issued a press release announcing that it has filed a shelf registration statement on Form S-3 with the U.S. 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, debt securities, rights and warrants up to a total aggregate offering amount of $350,000,000. 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 6,517,485 secondary shares of the Company’s common stock held collectively by our Chairman, Matthew T. Moroun, one of our directors, Manuel J. Moroun, and trusts controlled by Matthew T. Moroun and 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 No.

   

Description

99.1    Press release issued by the Registrant on March 28, 2013

 

2

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 28, 2013     By:   /s/ David A. Crittenden
      David A. Crittenden
      Chief Financial Officer and Treasurer

 

3

EX-99.1

Exhibit 99.1

 

LOGO

For further information:

David A. Crittenden

Chief Financial Officer

DCrittenden@goutsi.com

(586) 467-1427

Universal Truckload Services, Inc. Announces Filing of S-3 Shelf Registration Statement

Warren, MI – March 28, 2013 — Universal Truckload Services, Inc. (NASDAQ: UACL) announced today that we have filed a shelf registration statement on Form S-3 with the U.S. Securities and Exchange Commission (“SEC”). Once the registration statement becomes effective, we may offer to the public from time to time, in one or more offerings, shares of common stock, preferred stock, debt securities, rights and warrants up to a total aggregate offering amount of $350,000,000. The securities will be offered at prices and on terms to be determined at the time of any such offering. In addition, our controlling stockholders may offer for resale to the public from time to time, in one or more offerings, up to 6,517,485 secondary shares of our common stock at prices and on terms to be determined at the time of any such offering.

Our registration statement on Form S-3 has not yet been declared effective by the SEC. The securities described in it 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 a leading asset-light provider of customized transportation and logistics solutions throughout the United States, Mexico and Canada. We provide our customers with supply chain solutions that can be scaled to meet their changing demands and volumes. We offer our customers a broad array of services across their entire supply chain, including transportation, value-added, and intermodal services. Our customized solutions and flexible business model are designed to provide us with a highly variable cost structure.

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.