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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) July 2, 2000
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CIRCLE INTERNATIONAL GROUP, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Delaware 0-8664 94-1740320
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(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
INCORPORATION) IDENTIFICATION NO.)
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260 Townsend Street, San Francisco, California 94107
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (415) 978-0600
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(b) As described in "Item 5. Other Events" below, the registrant has
entered into agreements the operation of which may at a subsequent date result
in a change of control of the registrant. The information set forth below under
"Item 5. Other Events" is incorporated herein by reference.
ITEM 5. OTHER EVENTS.
MERGER AGREEMENT
On July 2, 2000, EGL, Inc., a Texas corporation ("EGL"), EGL Delaware
I, Inc., a Delaware corporation and direct wholly owned subsidiary of EGL
("Merger Sub"), and Circle International Group, Inc., a Delaware corporation
("Circle"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"), whereby, subject to the conditions stated therein, Merger Sub would
merge with and into Circle (the "Merger"), and Circle, as the surviving
corporation, would become a wholly owned subsidiary of EGL. In the Merger, each
share of the common stock, par value $1.00 per share (the "Circle Common
Stock"), of Circle issued and outstanding immediately prior to the effective
time of the Merger will be converted into the right to receive one validly
issued, fully paid and non-assessable share of the common stock, par value $.001
per share (the "EGL Common Stock"), of EGL.
The closing of the Merger will occur on the first business day
immediately following the day on which all of the conditions to the Merger
contained in the Merger Agreement have been fulfilled or waived or on such other
date as EGL and Circle may agree. The closing of the Merger is conditioned upon
approval of the stockholders of both EGL and Circle as well as the receipt of
all applicable regulatory approvals, including the expiration or termination of
the waiting period prescribed by the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, and other customary conditions, all as further
described in the Merger Agreement. A copy of the Merger Agreement is included
herein as Exhibit 2.1.
STOCK OPTION AGREEMENTS
In connection with the execution and delivery of the Merger Agreement,
EGL and Circle entered into reciprocal stock option agreements, each dated as of
July 2, 2000 (the "Stock Option Agreements"). One of the Stock Option Agreements
(the "EGL Stock Option Agreement") grants EGL an irrevocable option exercisable
upon the occurrence of specified events to purchase up to a number of shares of
Circle Common Stock equal to 10.1% of the sum of (i) the number of shares of
Circle Common Stock issued and outstanding on the option closing date and (ii)
the number of shares of Circle Common Stock issuable as of the option closing
date pursuant to any options, warrants, calls,
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subscriptions, convertible securities or other rights, agreements or commitments
which obligate Circle to issue such shares. The exercise price per share for the
Option is the average of the closing prices of EGL Common Stock on the Nasdaq
National Market during the 20 consecutive trading days ending on the fifth
trading day prior to the date on which EGL sends a written to notice to Circle
stating that EGL intends to exercise certain of its stock options. The EGL Stock
Option Agreement is included herein as Exhibit 10.1.
The other Stock Option Agreement (the "Circle Stock Option Agreement")
grants Circle an irrevocable option exercisable upon the occurrence of specified
events to purchase up to a number of shares of EGL Common Stock equal to 10.1%
of the sum of (i) the number of shares of EGL Common Stock issued and
outstanding on the option closing date and (ii) the number of shares of EGL
Common Stock issuable as of the option closing date pursuant to any options,
warrants, calls, subscriptions, convertible securities or other rights,
agreements or commitments which obligate EGL to issue such shares. The exercise
price per share for the Option is the average of the closing prices of Circle
Common Stock as reported on the Nasdaq National Market during the 20 consecutive
trading days ending on the fifth trading day prior to the date on which Circle
sends a written to notice to EGL stating that Circle intends to exercise certain
of its stock options. The Circle Stock Option Agreement is included herein as
Exhibit 10.2.
The Stock Option Agreements limit the amount of profit that the grantee
may be deemed to have received with respect to the option (which includes the
amount of any termination fee paid or payable to the grantee) to $16 million.
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The Merger Agreement and Stock Option Agreements are incorporated in
this Item 5 by reference. The foregoing description of such documents and the
transactions contemplated therein are qualified in their entirety by reference
to such exhibits.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
2.1 Agreement and Plan of Merger, dated as of July 2, 2000,
among EGL, Inc., EGL Delaware I, Inc. and Circle
International Group, Inc.
10.1 Stock Option Agreement dated as of July 2, 2000, between
Circle International Group, Inc., as issuer, and EGL,
Inc., as grantee
10.2 Stock Option Agreement, dated as of July 2, 2000, between
EGL, Inc., as issuer, and Circle International Group,
Inc., as grantee
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SIGNATURE
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.
By: /s/ Janice Kerti
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Janice Kerti
Senior Vice President,
Chief Financial Officer and
Principal Accounting Officer
Date: July 6, 2000
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of July 2, 2000,
among EGL, Inc., EGL Delaware I, Inc. and Circle
International Group, Inc.
10.1 Stock Option Agreement dated as of July 2, 2000,
between Circle International Group, Inc., as issuer,
and EGL, Inc., as grantee
10.2 Stock Option Agreement, dated as of July 2, 2000,
between EGL, Inc., as issuer, and Circle International
Group, Inc., as grantee
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