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) April 4, 2002
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STONEPATH GROUP, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-26929 65-0867684
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(State or Other Jurisdic- (Commission File Number) (IRS Employer
tion of Incorporation) Identification No.)
Two Penn Center Plaza, Suite 605, Philadelphia, PA 19102
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code 215-564-9190
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets.
On April 4, 2002, through its wholly owned subsidiary, Stonepath
Logistics International Services, Inc., Stonepath Group, Inc. (the "Company")
acquired 100 percent of the outstanding stock of Global Transportation Services,
Inc., a Seattle-based privately held company that provides a full range of
international air and ocean logistics services ("Global"). The stock was
acquired from a shareholder group consisting of Jason F. Totah, Edgar B. Kelly,
W. Guy Fox and Richard G. Jellison. The stock was acquired in an arm's-length
transaction with no material relationship existing between the selling
stockholders or the Company prior to the transaction. The purchase price was $5
million in cash paid at closing, plus up to an additional $7 million in purchase
consideration payable over a five year earn-out arrangement based upon the
future financial performance of Global. The cash component of the transaction
was financed through existing funds of the Company.
Founded in 1985, Global provides international transportation and
logistics solutions and serves a customer base of manufacturers and national
retail chains through their operating locations in key U.S. cities. Global
provides ocean forwarding, NVOCC (non-vessel owner common carrier) services
through its own highly regarded "Global Container Line" division, consolidation
and deconsolidation services, air import and export, customs brokerage, duty
drawback, insurance, truck brokerage and warehousing and distribution. For the
year ended 2001, Global had revenues of $45 million USD.
On April 5, 2002, the Company issued a Press Release announcing the
transaction. A copy of the Press Release is attached to this Form 8-K as Exhibit
99.1.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(c) Exhibits.
2.4 Stock Purchase Agreement dated March 5, 2002 by and among
Stonepath Group, Inc. Stonepath Logistics International Services,
Inc., and Global Transportation Services, Inc. and the
Shareholders of Global Transportation Services, Inc. and Jason F.
Totah (as Shareholders' Agent)
99.1 Press Release dated April 5, 2002
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.
STONEPATH GROUP, INC.
Date: April 19, 2002 By: /s/Dennis L. Pelino
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Name: Dennis L. Pelino
Title: Chairman and Chief Executive Officer
EXHIBIT INDEX
Exhibit
Number
(Referenced
to Item 601
of Reg. S-K)
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2.4 Stock Purchase Agreement dated March 5, 2002 by and among
Stonepath Group, Inc. Stonepath Logistics International
Services, Inc., and Global Transportation Services, Inc. and
the Shareholders of Global Transportation Services, Inc. and
Jason F. Totah (as Shareholders' Agent)
99.1 Press Release dated April 5, 2002