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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): January 9, 2001
@TRACK COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Charter)
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DELAWARE 0-26140 51-0352879
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(State or Other Jurisdiction of (Commission File (I.R.S. Employer
Incorporation or Organization) Number) Identification Number)
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1155 Kas Drive, Richardson, Texas 75081
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (972) 301-2000
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On January 9, 2001, @Track Communications, Inc. entered into a Letter
of Understanding with MinorPlanet Systems PLC, a United Kingdom corporation.
Under the proposed transaction, MinorPlanet will purchase 10,000,000 shares of
@Track's common stock for $10,000,000 USD. Additionally, @Track shall acquire
the exclusive right and perpetual, royalty-free license to market, resell,
distribute and operate MinorPlanet's VMI advanced vehicle data collection
technologies and services throughout North America in exchange for the issuance
to MinorPlanet of an additional 140,000,000 shares of @Track's common stock and
the granting to MinorPlanet of the right and perpetual, royalty-free license to
market, resell, distribute and operate @Track's vehicle location technologies
throughout the United Kingdom on an exclusive basis, and the right and
perpetual, royalty-fee license to market, resell, distribute and operate
@Track's vehicle location technologies throughout the rest of the world
(excluding North America) on a non-exclusive basis.
@Track, MinorPlanet and the majority holder (the "Majority Holder") of
over 70% of @Track's 13 3/4% Senior Notes due 2005, entered into a separate
Letter of Understanding on January 9, 2001. Under this proposed transaction,
each increment of $1,000 in principal amount of Senior Notes held by the
Majority Holder would be exchanged for 794.87 shares of @Track's common stock,
subject to adjustment, and the Majority Holder would receive a cash payment for
all accrued interest through and including December 15, 2000, of $34.38 per
$1,000 in principal of the Senior Notes, and the balance of any interest accrued
thereafter under the Senior Notes would be waived by the Majority Holder. @Track
has also agreed to commence a tender offer to purchase all of the remaining
outstanding Senior Notes held by all other Senior Note holders under the same
terms.
The closing of each of the proposed transactions are subject to several
significant contingencies, including, without limitation, the satisfactory
completion of due diligence reviews by both parties, the negotiation and
execution of definitive transaction documents, the receipt of approval by
@Track's stockholders, regulatory and other contractual, third party and
stockholder approvals, and the approval of @Track's Board of Directors. The
proposed transactions contemplated by each Letter of Understanding are
contingent upon the consummation of the transactions contemplated by the other.
A copy of the press release relating to these transactions is attached hereto as
Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
99.1 Press Release dated January 10, 2001
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SIGNATURES
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.
@Track Communications, Inc.
/s/ Jana A. Bell
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Jana A. Bell
President and Chief Executive Officer
Date: January 16, 2001
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EXHIBIT LIST
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EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release dated January 10, 2001
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