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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 6, 2000
Commission File Number 0-14786
AUTOINFO, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-2867481
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
PO Box 4383
Stamford, CT 06907-0383
(Address of principal executive offices)
Registrant's telephone number, including area code: (203) 595-0005
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Item 2: Acquisition or Disposition of Assets
On December 6, 2000, AutoInfo, Inc. (the "Registrant") acquired all of the
issued and outstanding shares of common stock of Sunteck Transport Co., Inc.
("Sunteck") in exchange for 10 million shares of AutoInfo Common Stock, pursuant
to an Agreement and Plan of Reorganization dated June 22, 2000 between, inter
alia, the Registrant and Sunteck.. As a result, AutoInfo's Chapter 11
Reorganization Plan, conditionally confirmed by the Bankruptcy Court on August
1, 2000 subject to the consummation of the Sunteck transaction, became effective
without further action by the Court.
Sunteck, which was formed in 1997, is a non-asset based supply chain logistics
company. Its services include ground transportation coast-to-coast, warehouse
services, air freight, rail and ocean freight. Sunteck has developed strategic
alliances with major truckload, LTL (less than truckload), air, rail and ocean
carriers to react to customers' needs quickly and effectively.
In conjunction with the consummation of the Sunteck transaction, the Registrant
secured new financing totaling $575,000 in the form of ten-year 12% Convertible
Debentures (the "Debentures"). The $575,000 financing was provided by certain
officers and directors of the Registrant and other parties and will be used for
working capital to support the Registrant's planned business expansion. The
Debentures are convertible into the Common Stock of the Registrant at the option
of the debenture holder at a conversion price of $0.25 per share and are
redeemable, at the option of the holder, after three years.
Simultaneous with the closing of the Sunteck transaction, Harry Wachtel,
President of Sunteck, became President and Chief Executive Officer of the
Registrant and William Wunderlich became Executive Vice President and Chief
Financial Officer. In addition, the Board of Directors was reconstituted and is
currently comprised of Harry M. Wachtel (Chairman), Mark Weiss, Thomas Robertson
and Peter Einselen.
Item 7: Financial Statements, Pro Forma Financial Information and Exhibits
Financial Statement of Business Acquired
The Registrant is in the process of completing the financial statements and pro
forma financial data required by the provisions of Item 7 of Form 8-K. Such
required financial statements and pro forma financial information will be filed
on From 8-K/A not later than sixty (60) days after the date that this report on
Form 8-K was due.
Exhibits:
A Form of Agreement and Plan of Reorganization among AutoInfo, Inc. on the
one hand, and Sunteck Transport Co., Inc., et. al., on the other hand,
dated June 22, 2000.
B From of Debenture dated December 6, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly filed this report to be signed and dated on its behalf by
the undersigned hereunto duly authorized.
AutoInfo, Inc.
Date: December 20, 2000 By: /s/ WILLIAM I. WUNDERLICH
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William I. Wunderlich, Chief Financial Officer
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