U SHIP INC
8-K, 1997-12-12
AIR COURIER SERVICES
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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



                                DECEMBER 12, 1997
                Date of report (Date of earliest event reported)



                                  U-SHIP, INC.
               (Exact Name of Registrant as Specified in Charter)


            UTAH                    000-28452                  39-1713181
(State or Other Jurisdiction       (Commission               (IRS Employer
      of Incorporation)            File Number)          Identification Number)



                              5583 WEST 78TH STREET
                             EDINA, MINNESOTA 55439
          (Address of Principal Executive Offices, including Zip Code)


                                 (612) 941-4080
              (Registrant's Telephone Number, including Area Code)

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<PAGE>


ITEM 5   OTHER EVENTS

         Reference is made to the press release issued to the public by the
Registration on December 11, 1997, and attached hereto as an exhibit.


ITEM 7   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         (c)      Exhibits

                  99 - Press Release dated December 11, 1997.

<PAGE>


                                   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 on December 12, 1997.

                                          U-SHIP, INC.

                                          By:  /s/ Bruce H. Senske
                                             ----------------------------------
                                               Bruce H. Senske
                                               President

<PAGE>


                                  EXHIBIT INDEX

EXHIBIT
NUMBER          DESCRIPTION
- ------          -----------

  99            Press Release dated December 11, 1997




                                                                      EXHIBIT 99

                                       Contact:   Richard Vogen or Bruce Senske
                                                  U-Ship, Inc.

                                                  (612) 941-4080 ext. 140


FOR IMMEDIATE RELEASE


                     U-SHIP ANNOUNCES MAJOR STRATEGY SHIFTS
                             AND EXPENSE REDUCTIONS

MINNEAPOLIS, December 11, 1997 --- U-Ship, Inc. (Nasdaq: USHP) announced today a
number of major strategy shifts aimed to improve shareholder value, which
include:

         *        Immediately ceasing to deploy its automated shipping centers
                  (ASCs) and its current sales and marketing strategies unless
                  it can secure a partnership with a major express package
                  carrier which it is aggressively pursuing;

         *        Examining alternative strategies for leveraging its existing
                  shipping technologies, patents and information management
                  solutions;

         *        Seeking to identify opportunities for an acquisition or
                  merger; and

         *        Making significant reductions in its personnel and other
                  general expenses.

<PAGE>


         "After careful examination of our business and its future prospectus,
the Board of Directors has decided that it is not economically feasible to
continue deployment of ASCs without a partnership or alliance arrangement with a
major express package carrier," said B. Richard Vogen, chairman. "We believe we
can create greater opportunities and value for our shareholders and customers by
embarking on these alternative strategies."

         U-Ship will continue to service existing ASCs in accordance with its
contractual obligations, and will sell or redeploy its existing ASCs and related
technology at the expiration of existing contracts.

         U-Ship is a developer, manufacturer and operator of consumer-operated
automated shipping centers for copy centers, office supply stores and retail
service counters.

         Some of the information in this news release is forward-looking and
subject to certain risks as described in the company's filings with the
Securities and Exchange Commission, including the company's Form 10-K for fiscal
year ended June 30, 1997 and the company's Form 10-Q for the quarter ended
September 30, 1997.

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