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) May 30, 2002
-------------
STONEPATH GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-26929 65-0867684
--------------------------------------------------------------------------------
(State or Other Jurisdic- (Commission File Number) (IRS Employer
tion of Incorporation) Identification No.)
Two Penn Center Plaza, Suite 605, Philadelphia, PA 19102
----------------------------------------------------- ---------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code 215-564-9190
-------------
Not Applicable
---------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets.
On May 30, 2002, through its wholly owned subsidiary, Stonepath
Logistics Domestic Services, Inc., Stonepath Group, Inc. (the "Company")
acquired 100 percent of the outstanding stock of United American Acquisitions
and Management, Inc., d/b/a United American Freight, Inc., a Detroit-based
privately held company ("United American"). Founded in 1973, United American
provides integrated distribution solutions, including time-definite air and
ground distribution, warehousing and order fulfillment services, for the
automotive industry, manufacturers and other customers. The stock was acquired
from Mr. Douglas Burke, the sole shareholder of United American. The stock was
acquired in an arm's-length transaction with no material relationship existing
between the selling Shareholder or the Company prior to the transaction. The
purchase price was valued at $16.1 million, consisting of $5.1 million in cash
paid at closing and the balance payable over a four year earn-out arrangement
contingent upon the future financial performance of United American. The cash
component of the transaction was financed through existing funds of the Company.
For 2001, United American had revenues of $21.5 million.
On May 31, 2002, the Company issued a Press Release announcing the
transaction. A copy of the Press Release is attached to this Form 8-K as Exhibit
99.1.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(c) Exhibits.
2.5 Stock Purchase Agreement dated April 9, 2002 by and among
Stonepath Logistics Domestic Services, Inc., and United
American Acquisitions and Management, Inc., d/b/a United
American Freight Services, Inc. and Douglas Burke.
2.6 Amendment to Stock Purchase Agreement dated May 30, 2002
by and among Stonepath Logistics Domestic Services, Inc.,
and United American Acquisitions and Management, Inc.,
d/b/a United American Freight Services, Inc. and Douglas
Burke.
99.1 Press Release dated May 31, 2002
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.
STONEPATH GROUP, INC.
Date: June 11, 2002 By: /s/ Dennis L. Pelino
-------------------------------------------
Name: Dennis L. Pelino
Title: Chairman and Chief Executive Officer
EXHIBIT INDEX
Exhibit
Number
(Referenced
to Item 601
of Reg. S-K)
2.5 Stock Purchase Agreement dated April 9, 2002 by and among
Stonepath Logistics Domestic Services, Inc., and United
American Acquisitions and Management, Inc., d/b/a United
American Freight Services, Inc. and Douglas Burke.
2.6 Amendment to Stock Purchase Agreement dated May 30, 2002
by and among Stonepath Logistics Domestic Services, Inc.,
and United American Acquisitions and Management, Inc.,
d/b/a United American Freight Services, Inc. and Douglas
Burke.
99.1 Press Release dated May 31, 2002