UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 8, 2005
SEGMENTZ, INC.
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware
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000-49606
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03-0450326 |
(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
429 Post Road, Buchanan, Michigan 49107
(Address of principal executive offices — zip code)
(269) 695-4920
(Registrant’s telephone number, including area code)
Not applicable
(former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17CFR 240.14d-2(b))
o Pre-commencement communications
TABLE OF CONTENTS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On November 9, 2005, Segmentz, Inc. announced its earnings for the third quarter of 2005, and
instructions regarding its earnings conference call. A copy of the earnings press release is
hereby furnished as Exhibit 99.2.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION
On November 8, 2005, Segmentz, Inc. and its wholly owned subsidiary Express-1, Inc. entered into
agreements (the “Loan Documents”) with Chemical Bank, under which Chemical Bank extended an
asset-based line of credit to the companies. Under the Loan Documents Express may draw down under
the line of credit the lesser of (i) $6,000,000 and (ii) 80% of the eligible accounts receivable
plus $800,000. All obligations of Express under the agreements are secured by a blanket security
interest in the personal property of Express. Segmentz entered into an agreement providing for a
guaranty of the obligations of Express under the Loan Documents, which guaranty is secured by a
blanket security interest in the personal property of Segmentz. All
advances under the Loan Documents are subject to interest at the rate
of Chemical Bank’s prime rate plus an applicable margin. The
applicable margin ranges from negative 0.50% to positive 0.25%. The
initial applicable margin will be negative 0.25%. The applicable
margin is adjusted depending on Segmentz’ debt to tangible net
worth ratio during the term of the loan facility. The maturity date
of the loan is September 30, 2007.
The following Loan Documents are attached hereto as exhibits: Revolving Loan Agreement, Commercial
Revolving Note, and Continuing Guaranty. The disclosures set forth herein are qualified in their
entirety by the terms of the Loan Documents which are filed herewith as Exhibit 10.1 through
Exhibit 10.3. A copy of a press release announcing the Revolving Loan Agreement is hereby furnished
as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
| 10.1 |
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Revolving Loan Agreement between Segmentz, Inc., Express-1, Inc., and
Chemical Bank, dated November 4, 2005 |
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| 10.2 |
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Commercial Revolving Note by Express-1, Inc., to Chemical Bank, dated
November 4, 2005 |
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| 10.3 |
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Continuing Guaranty by Segmentz, Inc., to Chemical Bank, dated November 4,
2005 |
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| 99.1 |
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Press Release of Segmentz, Inc., Announcing Revolving Loan Agreement, dated
November 9, 2005. |
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| 99.2 |
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Press Release of Segmentz Inc., Announcing Earnings, dated November 9, 2005. |