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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: August 28, 1997
TRANSIT GROUP, INC.
(F/K/A GENERAL PARCEL SERVICE, INC.)
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(Exact name of Small Business Issuer in Its Charter)
State of Florida
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(State or Other Jurisdiction of Incorporation)
33-30123-A 59-2576629
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(Commission File Number) (I.R.S. Employer Identification No.)
8923 Western Way, Suite 22 Jacksonville, FL 32256
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(Address of Principal Executive Offices) (Zip Code)
(904) 363-0089
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(Registrant's Telephone Number)
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ITEM 5. OTHER EVENTS.
The Registrant reported a deficit in stockholders' equity of $5,835,755 at June
30, 1997 on Form 10-QSB. On August 18, 1997, the Registrant was notified by the
National Association of Securities Dealers ("NASD") that the Registrant was not
in compliance with the minimum capital requirements for listing on NASDAQ Small
Cap Market.
The Registrant's shareholders' equity has increased significantly since June 30,
1997 as a result of the closing of three capital raising transactions. On July
11, 1997, the Registrant purchased all of the capital stock of Carolina Pacific
Distributors, Inc. and the business and related assets operated and owned by the
shareholders of Carolina Pacific with the payment of $3.5 million in cash at
closing and the issuance of 1,733,000 shares of common stock of the Registrant
to the shareholders of Carolina Pacific. Following these transactions the
Registrant had stockholders' equity of approximately $16,512,720.
On August 15, 1997, the Registrant purchased Service Express, Inc. in a reverse
triangular merger whereby all the outstanding shares of Service Express was
exchanged for 903,226 shares of common stock of the Registrant. In addition, on
the same day the Registrant closed the acquisition of Capital Warehouse, Inc.
whereby all of the outstanding shares of capital stock of Capital Warehouse,
Inc. was exchanges for 641,283 shares of common stock of the Registrant.
The Registrant, as part of its requirement with the NASD, is providing as an
exhibit to this Form 8-K, a pro-forma for June 30, 1997 for the sole purpose of
informing the NASD of its compliance with the capital requirements of NASDAQ
Small Cap bylaws. THE UNAUDITED INFORMATION DATED JUNE 30, 1997 HAS BEEN
PREPARED FOR THE NASD AND SHOULD NOT BE RELIED UPON FOR INVESTMENT PURPOSES.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
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99 Transaction Report Summary and Pro forma Consolidated
Statement of Stockholders' Equity
SIGNATURES
Pursuant to the requirements of the Security Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRANSIT GROUP, INC.
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By:_____________________________
Wayne N. Nellums, Vice President
Chief Financial Officer, and Secretary
Date: August 29, 1997
2
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EXHIBIT 99
Transit Group, Inc.
Notification For Listing of Additional Shares
Transaction Summary Report
<TABLE>
<CAPTION>
ORIGINAL ADJUST ADJUSTED FEE
TRANSACTION TYPE SHARES FACTOR SHARES FEE PAID NOTES
- ------------------------------------- --------- ------ --------- ------ ----- ------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Approved shares at January 16, 1996 5,897,979 1.0000 5,897,979
Shares issued in private placement 3,387,187 1.0000 3,387,187 7,500 7,500
May 2, 1997
Shares issued upon conversion of 4,323,922 1.0000 4,323,922 7,500 7,500
preferred stock
Shares issued in acquisition of Carolina 1,733,000 1.0000 1,733,000 7,500 7,500
Pacific Distributors, Inc.
Shares issued in acquisition of Capitol 641,283 1.0000 641,283 6,413 6,413
Warehouse, Inc.
Shares issued in acquisition of Service 903,226 1.0000 903,226 7,500 7,500
Express, Inc.
Shares to be issued in acquisition of 4,166,667 1.0000 4,166,667 7,500 7,500
Carroll Fulmer Group, Inc.
Stock to be issued for brokerage fees 79,524 1.0000 79,524 - -
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43,913 43,913
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</TABLE>
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Transit Group, Inc.
Proforma Consolidated Statement of Stockholder's Equity
June 30, 1997
<TABLE>
<CAPTION>
COMMON COMMON ADDITIONAL TOTAL
SHARES STOCK PAID-IN STOCKHOLDERS'
OUTSTANDING PAR VALUE CAPITAL DEFICIT EQUITY DEFICIT
----------- --------- ----------- ------------ --------------
<S> <C> <C> <C> <C> <C>
Stockholders' Equity at June 30, 1997
(unaudited) 11,494,780 $114,948 $27,688,307 $(33,639,010) $(5,835,755)
Subsequent events:
Common shares issued upon acquisition
of:
Carolina Pacific Distributors, Inc. 1,733,000 17,330 11,905,710 11,923,040
Service Express, Inc. 903,226 9,032 6,087,743 6,096,775
Capitol Warehouse, Inc. 641,283 6,413 4,322,247 4,328,660
----------- --------- ----------- ------------ --------------
Pro-Forma Stockholders' Equity 14,772,289 $147,723 $50,004,007 $(33,639,010) $16,512,720
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</TABLE>
