-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NtL6q8jjyEKifhSiA66HGqQWeVR7LukwW0XdeBC61+rojWqDGTIKYQ+MkKyG6vXT gSFO85fgyAoArAP7Kj5YHA== 0001000096-09-000171.txt : 20090605 0001000096-09-000171.hdr.sgml : 20090605 20090605163415 ACCESSION NUMBER: 0001000096-09-000171 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090604 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090605 DATE AS OF CHANGE: 20090605 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLANGRAPHICS INC CENTRAL INDEX KEY: 0000783284 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 840868815 STATE OF INCORPORATION: CO FISCAL YEAR END: 0906 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14273 FILM NUMBER: 09877471 BUSINESS ADDRESS: STREET 1: 112 EAST MAIN STREET STREET 2: FLOOR 1 CITY: FRANKFORT STATE: KY ZIP: 40601 BUSINESS PHONE: 502 223 1501 MAIL ADDRESS: STREET 1: 19039 E PLAZA DR STREET 2: STE 245 CITY: PARKER STATE: CO ZIP: 80134 FORMER COMPANY: FORMER CONFORMED NAME: INTEGRATED SPATIAL INFORMATION SOLUTIONS INC /CO/ DATE OF NAME CHANGE: 19981015 FORMER COMPANY: FORMER CONFORMED NAME: INTEGRATED SPATIAL INFORMATION SYSTEMS INC DATE OF NAME CHANGE: 19980710 FORMER COMPANY: FORMER CONFORMED NAME: DCX INC DATE OF NAME CHANGE: 19920703 8-K 1 plang8k6409.txt FORM 8-K (JUNE 4, 2009) 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): June 4, 2009 PLANGRAPHICS, INC. (Exact name of registrant as specified in its charter) Colorado 0-14273 84-0868815 - ------------------------------- ---------- --------------- (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification Number) 112 East Main Street Frankfort, Kentucky 40601 ------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (502) 223-1501 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: |_| Written communications pursuant to Rule 425 under the Securities Act |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act Item 7.01 Regulation FD Disclosure. On June 4, 2009, the Company issued a press release entitled "PlanGraphics Announces Merger with Integrated Freight Systems, Inc." The press release is attached as Exhibit 99.1 hereto. In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing. Forward-Looking Statements Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Title - ------------------ ------------------------------------------------------------ 99.1 Press Release, dated June 4, 2009 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. Date: June 5, 2009 PlanGraphics, Inc. By: /s/ Fred Beisser -------------------------------------------- Frederick G. Beisser, Senior Vice President - Finance, Secretary, Treasurer and Principal Accounting Officer EX-99.1 2 plang8k6409exh991.txt PRESS RELEASE Ex 99-1 Press Release - ------------------------------------------------------------------------------- For Immediate Release - --------------------- PlanGraphics announces merger with Integrated Freight Systems, Inc. FRANKFORT, Ky., June 4, 2009--PlanGraphics, Inc. (PGRA.OB) announced today that it will be merged into its majority shareholder, privately held Integrated Freight Systems, Inc. of Sarasota, Florida, a transportation holding company. The merger will be a statutory merger under Colorado and Florida corporation law. As a result, Integrated Freight will be the surviving entity, PlanGraphics will cease to exist and Integrated Freight will succeed to PlanGraphics' SEC registration under Section 12(g) of the Securities Exchange Act of 1934. The proposed merger to be approved by PlanGraphics shareholders follows Integrated Freight's recent acquisition of 401,559,467 shares of PlanGraphics' common stock in payment of its Series A Redeemable Preferred Stock and accrued and unpaid dividends on May 29, 2009, by which Integrated Freight became the owner of 80.2 percent of PlanGraphics' outstanding common stock. Under the terms of the proposed merger, which was filed earlier today as a preliminary Information Statement/Prospectus on a pending Form S-4 Registration Statement, Integrated Freight as the majority shareholder of PlanGraphics will approve: o A reverse split of PlanGraphics issued and outstanding common stock of one to 244.8598 which will result in 404,961 shares issued and outstanding held by persons other than Integrated Freight, o The sale of PlanGraphics operating subsidiary, PlanGraphics, Inc. (a Maryland corporation) to John C. Antenucci, PlanGraphics' current sole director and chief executive officer, and o The merger of PlanGraphics into Integrated Freight which will result in the conversion of the 404,961 shares of PlanGraphics' common stock held by persons other than Integrated Freight into the same number of shares of Integrated Freight's common stock and the issue of warrants to purchase an equivalent number of Integrated Freight's common stock for two years. Integrated Freight is a short to medium-haul truckload carrier of general commodities with service centers located throughout the United States. It provides dry van, hazardous materials, and temperature controlled truckload carriers and intends to open additional brokerage services, make further acquisitions of carriers and expand to nationwide service. In the four months since inception Integrated Freight's 177 tractors and 383 trailers have produced consolidated revenues of $6.6 million. Integrated Freight believes that the proposed transactions noted above are in the best interest of both PlanGraphics' and its own shareholders to achieve greater market value than would be possible if PlanGraphics were to continue operating its current business as a public company. It is anticipated that, following completion of the merger, Integrated Freight's current shareholders will own 90 percent of Integrated Freight, former PlanGraphics shareholders will own two percent and the Nutmeg/Fortuna Fund LLLP will own the remaining eight percent. The merger is subject to PlanGraphics shareholder approval as required by the Colorado Business Corporation Act and other customary closing conditions. It is anticipated that the closing of the merger will occur in the third quarter of 2009. Following the merger, Integrated Freight will be listed on the OTC Bulletin Board and change the present trading symbol of PGRA to a new one to be assigned by FINRA. Paul A. Henley will continue to serve as Chairman of the Board, President and Chief Executive Officer of Integrated Freight and its Board of Directors will consist of its four existing directors. The sole director and the officers of PlanGraphics, Inc. will resign their positions upon completion of the merger. Forward Looking Statements: This news release includes certain forward-looking statements, which are subject to various risks and uncertainties and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Integrated Freight's actual results could differ materially from those currently anticipated due to a number of factors, including but not limited to the size, structure and growth of its transportation services and related markets; the collection rates for transports; the continuation and/or renewal of service contracts; the acquisition of profitable operations and contracts and other brokerage service operations; the successful expansion of its transportation operations; and other matters set forth in Integrated Freight's preliminary information statement/prospectus and any future filings with the Securities and Exchange Commission. Integrated Freight and PlanGraphics undertake no obligation to publicly update these forward-looking statements, whether as a result of new information, future events or otherwise. About Integrated Freight Systems, Inc. Integrated Freight Systems, Inc., a Florida corporation, is a privately held holding company engaged in the motor freight industry. Its principal executive offices are located at Suite 200, 6371 Business Boulevard, Sarasota, Florida 34240. Its telephone number at that address is 941-545-7800. Integrated Freight Systems' web site is under construction. About PlanGraphics, Inc. PlanGraphics is a publicly traded holding company engaged in full life-cycle systems integration and implementation providing a broad range of services in the design and implementation of information technology in the public and commercial sectors. PlanGraphics has headquarters in Frankfort, Kentucky, and regional offices in Maryland and Colorado. On the Web: www.plangraphics.com. In connection with the approval of the three transactions described above, including the proposed merger, Integrated Freight has filed a registration statement on Form S-4 with the SEC, which includes a combination information statement and prospectus. INVESTORS AND SECURITY HOLDERS OF PLANGRAPHICS ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT AND THE INFORMATION STATEMENT/PROSPECTUS AND ANY OTHER MATERIALS REGARDING THE PROPOSED MERGER WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT INTEGRATED FREIGHT, PLANGRAPHICS AND THE PROPOSED MERGER. INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE COPY OF THE S-4 REGISTRATION STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC BY INTEGRATED FREIGHT UNDER PLANGRAPHICS' REGISTRATION AT THE SEC'S WEBSITE AT WWW.SEC.GOV. A DEFINITIVE INFORMATION STATEMENT/PROSPECTUS WILL BE DISTRIBUTED TO PLANGRAPHICS' SHAREHOLDERS WHEN THE REGISTRATION STATEMENT IS EFFECTIVE, A DATE THAT CANNOT BE PREDICTED. Contacts: At PlanGraphics: Fred Beisser, Senior Vice President--Finance, Tel: (502) 223-1501 or email: fbeisser@plangraphics.com. At Integrated Freight: Paul A. Henley, CEO, Tel: (941) 545-7800 or email: paulhenley2003@yahoo.com. -----END PRIVACY-ENHANCED MESSAGE-----