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UNITED STATES
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): NOVEMBER 7, 1997
MARK VII, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
0-14810 43-1074964
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(Commission File Number) (IRS Employer Identification No.)
965 RIDGE LAKE BOULEVARD, MEMPHIS, TENNESSEE 38120
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (901)767-4455
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N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On November 7, 1997, the stockholders of Mark VII, Inc. (the "Company")
approved an amendment to the Company's Certificate of Incorporation to increase
the number of authorized shares of all classes of stock which the Company shall
have the authority to issue from 10,000,000 shares of Common Stock, par value
$.10 per share, to 20,000,000 shares of Common Stock, par value $.05 per share.
The Company's Board of Directors has declared a two-for-one stock
split, with the additional shares to be distributed on November 21, 1997 to
stockholders of record of the Company's Common Stock at the close of business on
November 14, 1997.
The Company issued on November 7, 1997 the press release attached
hereto as Exhibit(99)(i), which is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO-FORMA FINANCIAL INFORMATION AND EXHIBITS.
(C) EXHIBITS.
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Exhibit Description
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(3)(i) Certificate of Amendment to the Certificate of Incorporation of Mark
VII, Inc.
(99)(i) Press release dated November 7, 1997
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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.
MARK VII, INC.
By: /s/ James T. Graves
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James T. Graves
Vice Chairman, General Counsel and
Secretary
Date: November 7, 1997
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION PAGE
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(3)(i) Certificate of Amendment to the Certificate of 1
Incorporation Of Mark VII, Inc.
(99)(i) Press release dated November 7, 1997 2
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EXHIBIT (3)(I) - CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION
OF MARK VII, INC.
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
Mark VII, Inc., a Delaware corporation (the "Corporation"), does hereby
certify as follows:
FIRST: That the Board of Directors of the Corporation adopted
resolutions by the Directors pursuant to Section 242(b)(1) of the Delaware
General Corporation Law (the "DGCL"), setting forth a proposed amendment to the
Certificate of Incorporation of the Corporation, as follows:
BE IT RESOLVED that, subject to the approval of the stockholders,
ARTICLE FOURTH of the Certificate of Incorporation of the Company be amended
to read as follows:
FOURTH: CAPITALIZATION. The aggregate number of shares of stock which
the Corporation shall have authority to issue is Twenty Million
(20,000,000). All such shares shall be common stock, par value $.05 per
share, and there shall be no preferences, qualifications, limitations or
restrictions whatsoever, nor any special or relative rights in respect of
the shares.
SECOND: That the stockholders of the Corporation, at a Special Meeting
held on November 7, 1997 in accordance with Section 211(d) of the DGCL, have
approved this Certificate of Amendment.
THIRD: That Notice of a Special Meeting at which this Certificate of
Amendment was approved was given to the stockholders of the Corporation pursuant
to Section 222(b) of the DGCL on October 7, 1997.
FOURTH: That this Certificate of Amendment was duly adopted in
accordance with the provisions of Section 242 of the DGCL.
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IN WITNESS WHEREOF, this Certificate of Amendment to the Certificate of
Incorporation has been executed by R.C. Matney, Chairman of the Board and Chief
Executive Officer of the Corporation, and attested by James T. Graves, Vice
Chairman, General Counsel and Secretary of the Corporation on November 7, 1997.
MARK VII, INC.
By:
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Name: R.C. Matney
Title: Chairman of the Board and
Chief Executive Officer
ATTEST:
By:
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Name: James T. Graves
Title: Vice Chairman, General Counsel and Secretary
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EXHIBIT (99)(I) -PRESS RELEASE DATED NOVEMBER 7, 1997
PRESS RELEASE
FOR IMMEDIATE RELEASE: STOCK SPLIT BY MARK VII, INC.
Memphis, Tennessee, November 7, 1997 . . . Mark VII, Inc. (NASDAQ NMS: MVII)
announced today that the Mark VII stockholders at a Special Meeting held today
approved an amendment to the Company's Certificate of Incorporation increasing
the authorized shares from 10,000,000 shares of Common Stock, par value $.10 per
share, to 20,000,000 shares of Common Stock, par value of $.05 per share.
Following the Special Meeting, the Company's Board of Directors
declared a two-for-one stock split, with the additional shares to be distributed
on November 21, 1997 to stockholders of record of the Company's Common Stock at
the close of business on November 14, 1997.
Mark VII, Inc. is a full service transportation and logistics
management company with more than 110 offices worldwide. Headquartered in
Memphis, Tennessee, Mark VII, Inc. provides multi-modal transportation services
and fully integrated logistics systems to some of the finest companies in the
United States and abroad.
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