As filed with the Securities and Exchange Commission on January 26, 1999
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TARGET LOGISTICS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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<S> <C> <C>
Delaware 4731 11-3309110
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification
incorporation or organization) Classification Code Number) Number)
</TABLE>
112 East 25th Street
Baltimore, Maryland 21218
(410) 338-0127
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Target Logistics, Inc. 1996 Stock Option Plan
(Full title of the plan)
Stuart Hettleman, President
Target Logistics, Inc.
112 East 25th Street
Baltimore, Maryland 21218
(410) 338-0127
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Hillel Tendler, Esquire
Gordon, Feinblatt, Rothman,
Hoffberger & Hollander, LLC
233 E. Redwood Street
Baltimore, Maryland 21202
(410) 576-4000
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CALCULATION OF REGISTRATION FEE
===============================================================================================================================
Proposed Proposed Maximum Amount of
Title of Shares to be Amount to be Maximum Offering Aggregate Offering Registration
Registered Registered Price Per Share(1) Price(1) Fee
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Common Stock,
par value $.01 per share 1,000,000 shares $1.25 $1,250,000 $347.50
===============================================================================================================================
<FN>
(1) Plus such additional number of Shares as may become issuable by operation
of the anti-dilutional provisions of the plan.
(2) Estimated solely for purposes of determining the registration fee. The
proposed maximum aggregate offering price per Share has been computed
pursuant to Rule 457(h) based upon the market price of the Shares as of
January 22, 1999.
</FN>
</TABLE>
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PART I. INFORMATION REQUIRED IN THE PROSPECTUS
Item 1. Plan Information.
Omitted pursuant to the instructions and provisions of Form S-8.
Item 2. Registrant Information and Employee Plan Information.
Omitted pursuant to the instructions and provisions of Form S-8.
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PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously filed with the Securities and
Exchange Commission (the "Commission") by Target Logostics, Inc. (the "Company")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
are, as of their respective dates, hereby incorporated by reference in this
Registration Statement:
(i) Annual Report on Form 10-K for the fiscal year ended June 30,
1998.
(ii) Quarterly Report on Form 10-Q for the quarter ended September 30,
1998;
(iii) Current Report on Form 8-K filed on July 27, 1998, dated July 13,
1998.
(iv) Current Report on Form 8-K filed on December 21, 1998.
(v) The Company's definitive Proxy Statement for the Annual Meeting
of Shareholders on November 30, 1998, filed on October 23, 1998.
(vi) Description of the Company's Common Stock and warrants included in
the Company's Registration Statement on Form 8-A, dated June 17, 1996, and the
information thereby incorporated by by reference contained in the Company's
Registration Statement on Form S-1, Registration No. 333-03613, dated June 28,
1996, or any description of the Common Stock which appears in any prospectus
forming a part of any subsequent registration statement of the Company or in any
registration statement filed pursuant to Section 12 of the Exchange Act,
including any amendments or reports filed for the purpose of updating such
description.
All other documents filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the filing of a post-effective amendment which
indicates that all of the Company's shares of common stock, par value $.01 per
share (the "Shares"), offered hereby have been sold or that all Shares then
remaining unsold have been deregistered shall be deemed to be incorporated by
reference in and made a part of this Registration Statement from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in a document subsequently filed modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any and all documents incorporated herein by reference (other than
exhibits to such documents). Written requests should be directed to 112 East
25th Street, Baltimore, Maryland 21218.
Item 4. Description of Shares.
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company's By-laws provide that the Company shall, to the fullest
extent permitted by Section 145 of the General Corporation Law of the State of
Delaware, as amended from time to time, indemnify all persons whom it may
indemnify pursuant thereto.
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Section 145 of the General Corporation Law of the State of Delaware
permits a corporation, under specified circumstances, to indemnify its
directors, officers, employees or agents against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties by reason of the fact that they were or are directors, officers,
employees or agents of the corporation, if such directors, officers, employees
or agents acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful. In a derivative action, i.e., one by or in the right of the
corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.
Article Seventh of the Company's Certificate of Incorporation, as
amended, provides that the Company's directors will not be personally liable to
the Company or its stockholders for monetary damages resulting from breaches of
their fiduciary duty as directors except (a) for any breach of the duty of
loyalty to the Company or its stockholders, (b) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (c) under Section 174 of the General Corporation Law of the State of
Delaware, which makes directors liable for unlawful dividends or unlawful stock
repurchases or redemptions, or (d) for transactions from which directors derive
improper personal benefit.
The Company also maintains director and officer insurance coverage.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted of directors and officers of the Company pursuant
to the foregoing provisions or otherwise, the Company has been advised that,
although the validity and scope of the governing statute has not been tested in
court, in the opinion of the SEC, such indemnification is against public policy
as expressed in such Act and is, therefore, unenforceable. In addition,
indemnification may be limited by state securities laws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description of Exhibits
5 Opinion of Gordon, Feinblatt, Rothman, Hoffberger & Hollander,
LLC as to legality of Shares to be issued
10 1996 Stock Option Plan (incorporated by reference to Exhibit
10.1 to the Registrant's Quarterly Report on Form 10-Q for the
Quarter Ended December 31, 1997, File No. 0-29754)
23.1 Consent of Gordon, Feinblatt, Rothman, Hoffberger & Hollander,
LLC (included in their opinion in Exhibit 5)
23.2 Consent of Arthur Andersen LLP, independent certified public
accountants
23.3 Consent of KPMG Peat Marwick LLP, independent certified
public accountants
II-2
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Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baltimore, State of Maryland, on the 26th day of
January, 1999.
TARGET LOGISTICS, INC.
By: /s/ Stuart Hettleman
Stuart Hettleman, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons as of the date
indicated below.
Signature Title Date
/s/ Stuart Hettleman President, Chief Executive January 26, 1999
- ----------------------------- Officer and Director
Stuart Hettleman
/s/ Michael Barsa Director January 26, 1999
- -----------------------------
Michael Barsa
/s/ Christopher Coppersmith Director January 26, 1999
- -----------------------------
Christopher Coppersmith
/s/ Brian K. Coventry Director January 26, 1999
- -----------------------------
Brian K. Coventry
/s/ Philip J. Dubato Vice President, Chief January 26, 1999
- ----------------------------- Financial Officer,
Philip J. Dubato Principal Accounting Officer
and Director
c75720.634
II-4
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Exhibit Index
Exhibit
Number Description of Exhibits
5 Opinion of Gordon, Feinblatt, Rothman, Hoffberger & Hollander, LLC
as to legality of Shares to be issued
10 1996 Stock Option Plan (incorporated by reference to Exhibit 10.1 to
the Registrant's Quarterly Report on Form 10-Q for the Quarter Ended
December 31, 1997, File No. 0-29754)
23.1 Consent of Gordon, Feinblatt, Rothman, Hoffberger & Hollander, LLC
(included in their opinion in Exhibit 5)
23.2 Consent of Arthur Andersen LLP, independent certified public
accountants
23.3 Consent of KPMG Peat Marwick LLP, independent certified public
accountants
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Exhibit 5
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LAW OFFICES
GORDON, FEINBLATT, ROTHMAN, HOFFBERGER & HOLLANDER, LLC
THE GARRETT BUILDING
233 EAST REDWOOD STREET
BALTIMORE, MARYLAND 21202-3332
410-576-4000
------------
Telex 908041 BAL
Fax 410-576-4246
January 26, 1999
Target Logistics, Inc.
112 East 25th Street
Baltimore, MD 21218
Re: Target Logistics, Inc.
Registration Statement on Form S-8 for the
Target Logistics, Inc. 1996 Stock Option Plan
Ladies and Gentlemen:
We have acted as counsel to Target Logistics, Inc., formerly known as
Amertranz Worldwide Holding Corp., a Delaware corporation (the "Company"), in
connection with the issuance by the Company of up to 1,000,000 shares of common
stock, par value $.01 per share (the "Shares"), under the Company's 1996 Stock
Option Plan (the "Plan"), pursuant to the above-referenced Registration
Statement (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), filed on this date by the Company with the
Securities and Exchange Commission (the "Commission").
We have examined copies of (i) the Certificate of Incorporation of the
Company, as amended (the "Charter"), (ii) the Bylaws of the Company, (iii) the
Plan, and (iv) resolutions adopted by the Board of Directors of the Company
relating to the matters referred to herein. We have also examined the
Registration Statement and Exhibits thereto (collectively, with the documents
described in the preceding sentence, referred to as the "Documents").
In expressing the opinions set forth below, we have assumed, and so far
as is known to us there are no facts inconsistent therewith, that all Documents
submitted to us as originals are authentic, all documents submitted to us as
certified or photostatic copies conform to the original documents, all
signatures on all such Documents are genuine, all public records reviewed or
relied upon by us or on our behalf are true and complete, and all statements and
information contained in the Documents are true and complete.
Based on the foregoing, it is our opinion that Shares sold by the
Company to participants under the Plan, upon receipt of the consideration
required to be paid therefor, will be duly and validly issued, fully paid and
nonassessable.
The foregoing opinion is limited to the laws of the General
Corporations Law of the State of Delaware and of the United States of America
and we do not express any opinion herein concerning any other law. We assume no
obligation to supplement this opinion if any applicable law changes after the
date hereof or if we become aware of any fact that might change the opinion
expressed herein after the date hereof.
This opinion is being furnished to you for your benefit, and may not be
relied upon by any other person without our prior written consent.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of the name of our firm therein. In giving
this opinion, we do not admit that we are within the category of persons whose
consent is required by Section 7 of the Securities Act of 1933.
Very truly yours,
/s/ Gordon, Feinblatt, Rothman,
Hoffberger & Hollander, LLC
GORDON, FEINBLATT, ROTHMAN,
HOFFBERGER & HOLLANDER, LLC
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Exhibit 23.2
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement filed on Form S-8 of
our reports dated September 18, 1998, included (or incorporated by reference) in
Target Logistics, Inc.'s formerly known as Amertranz Worldwide Holding corp.,
Form 10-K for the years ended June 30, 1998 and 1997, and for the six months
ended June 30, 1996 and to all references to our Firm included in this
Registration Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
New York, New York
January 22, 1999
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Exhibit 23.3
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Target Logistics, Inc.
We consent to the use of our report incorporated by reference.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Greensboro, North Carolina
January 25, 1999
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