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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 23, 1996 (May 14, 1996)
UNITED TRANSNET, INC.
(Exact Name of Registrant as Specified in Charter)
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<S> <C> <C>
DELAWARE 1-14134 58-2198204
(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification Number)
Incorporation)
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1080 Holcomb Bridge Road, Building 200, Suite 140
Roswell, Georgia 30076
(Address of Principal Executive Offices)
(770) 518-1180
(Registrant's Telephone Number, including Area Code)
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ITEM 2. ACQUISITION OF ASSETS.
On May 14, 1996, a wholly-owned subsidiary of United TransNet, Inc. (the
"Company") merged (the "Eddy Messenger Merger") with Eddy Messenger Service,
Inc. ("Eddy Messenger"), a company which provides scheduled and unscheduled
ground messenger and courier services in Connecticut, New Jersey and New York
State (including New York City). The aggregate consideration (the "Eddy
Messenger Merger Consideration") for the Eddy Messenger Merger was valued at
$9.5 million, excluding certain contingent payments based on future performance,
and included the issuance of approximately 226,900 shares of Common Stock and
the payment of approximately $3.6 million in cash. The amount of the Eddy
Messenger Merger Consideration was determined based on Eddy Messenger's current
operating results, estimates of additional customer base available to Eddy
Messenger and estimates of cost savings for the Company resulting from the Eddy
Messenger Merger. The cash portion of the Eddy Messenger Merger Consideration
was funded by borrowings under the Company's revolving credit facility with
First Union National Bank of Georgia, as agent for a group of lenders.
In connection with the Eddy Messenger Merger, the Company entered into
leases for four properties which are partly or wholly-owned by entities owned or
controlled by various former stockholders of Eddy Messenger. The Company also
assumed two additional leases owned by third parties not affiliated with Eddy
Messenger or its former stockholders. Such properties were leased by Eddy
Messenger prior to the Eddy Messenger Merger for an aggregate monthly rental
expense to Eddy Messenger of approximately $36,660 per month. Under the leases
with the Company, the aggregate monthly rental expense for these properties is
approximately $21,223 per month. In addition to real property leases, the
tangible assets of Eddy Messenger include furniture, fixtures, equipment and
customer lists. The Company intends to continue to use Eddy Messenger's tangible
assets to provide scheduled and unscheduled ground messenger and courier
services.
Upon the closing of the Eddy Messenger Merger, three of the four former
stockholders of Eddy Messenger entered into a three-year employment agreement
with the Company which includes a two-year covenant not to compete. The fourth
former Eddy Messenger stockholder entered into a two-year noncompetition
agreement with the Company.
No other information is provided herein regarding the Eddy Messenger
Merger, because the Company has "previously reported" (as defined in Rule 12b-2
under the Securities Exchange Act of 1934, as amended) substantially the same
information about the Eddy Messenger Merger, including the related financial
information, as that required by Form 8-K in the Prospectus contained in
Post-Effective Amendment No. 2 to the Company's Registration Statement on Form
S-1 (File No. 333-396), filed with the Securities and Exchange Commission on May
23, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNITED TRANSNET, INC.
By: /s/ PHILIP A. BELYEW
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Philip A. Belyew
Chairman, President and Chief
Executive Officer
Date: May 23, 1996
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