-----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, GbSguKwKMOuAI5Eo8Rx3zT0RHmIsg6PpOj3L7iGm6pTIqOihGN6n8KwzQ2o5ry/M g4aPcUkvHyrSpINewQDidA== 0000950144-97-011688.txt : 19971111 0000950144-97-011688.hdr.sgml : 19971111 ACCESSION NUMBER: 0000950144-97-011688 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971107 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971110 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARK VII INC CENTRAL INDEX KEY: 0000795425 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 431074964 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-14810 FILM NUMBER: 97710832 BUSINESS ADDRESS: STREET 1: 10100 NW EXECUTIVE HILLS BLVD STREET 2: STE 200 CITY: KANSAS CITY STATE: MO ZIP: 64153 BUSINESS PHONE: 8168910500 FORMER COMPANY: FORMER CONFORMED NAME: MNX INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MNX TRUCKING DATE OF NAME CHANGE: 19870512 8-K 1 MARK VII, INC. FORM 8-K 1 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): NOVEMBER 7, 1997 MARK VII, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 0-14810 43-1074964 ------------------------ --------------------------------- (Commission File Number) (IRS Employer Identification No.) 965 RIDGE LAKE BOULEVARD, MEMPHIS, TENNESSEE 38120 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (901)767-4455 --------------------- N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 2 ITEM 5. OTHER EVENTS. On November 7, 1997, the stockholders of Mark VII, Inc. (the "Company") approved an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of all classes of stock which the Company shall have the authority to issue from 10,000,000 shares of Common Stock, par value $.10 per share, to 20,000,000 shares of Common Stock, par value $.05 per share. The Company's Board of Directors has declared a two-for-one stock split, with the additional shares to be distributed on November 21, 1997 to stockholders of record of the Company's Common Stock at the close of business on November 14, 1997. The Company issued on November 7, 1997 the press release attached hereto as Exhibit(99)(i), which is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO-FORMA FINANCIAL INFORMATION AND EXHIBITS. (C) EXHIBITS.
Exhibit Description ------- ----------- (3)(i) Certificate of Amendment to the Certificate of Incorporation of Mark VII, Inc. (99)(i) Press release dated November 7, 1997
- 2 - 3 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. MARK VII, INC. By: /s/ James T. Graves ---------------------------------- James T. Graves Vice Chairman, General Counsel and Secretary Date: November 7, 1997 - 3 - 4 EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE - ------- ----------- ---- (3)(i) Certificate of Amendment to the Certificate of 1 Incorporation Of Mark VII, Inc. (99)(i) Press release dated November 7, 1997 2
- 4 - EX-3.I 2 CERTIFICATE OF AMENDMENT 1 EXHIBIT (3)(I) - CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF MARK VII, INC. CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION Mark VII, Inc., a Delaware corporation (the "Corporation"), does hereby certify as follows: FIRST: That the Board of Directors of the Corporation adopted resolutions by the Directors pursuant to Section 242(b)(1) of the Delaware General Corporation Law (the "DGCL"), setting forth a proposed amendment to the Certificate of Incorporation of the Corporation, as follows: BE IT RESOLVED that, subject to the approval of the stockholders, ARTICLE FOURTH of the Certificate of Incorporation of the Company be amended to read as follows: FOURTH: CAPITALIZATION. The aggregate number of shares of stock which the Corporation shall have authority to issue is Twenty Million (20,000,000). All such shares shall be common stock, par value $.05 per share, and there shall be no preferences, qualifications, limitations or restrictions whatsoever, nor any special or relative rights in respect of the shares. SECOND: That the stockholders of the Corporation, at a Special Meeting held on November 7, 1997 in accordance with Section 211(d) of the DGCL, have approved this Certificate of Amendment. THIRD: That Notice of a Special Meeting at which this Certificate of Amendment was approved was given to the stockholders of the Corporation pursuant to Section 222(b) of the DGCL on October 7, 1997. FOURTH: That this Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL. - 2 - 2 IN WITNESS WHEREOF, this Certificate of Amendment to the Certificate of Incorporation has been executed by R.C. Matney, Chairman of the Board and Chief Executive Officer of the Corporation, and attested by James T. Graves, Vice Chairman, General Counsel and Secretary of the Corporation on November 7, 1997. MARK VII, INC. By: --------------------------------------- Name: R.C. Matney Title: Chairman of the Board and Chief Executive Officer ATTEST: By: ----------------------------------------------- Name: James T. Graves Title: Vice Chairman, General Counsel and Secretary - 3 - EX-99.I 3 PRESS RELEASE 1 EXHIBIT (99)(I) -PRESS RELEASE DATED NOVEMBER 7, 1997 PRESS RELEASE FOR IMMEDIATE RELEASE: STOCK SPLIT BY MARK VII, INC. Memphis, Tennessee, November 7, 1997 . . . Mark VII, Inc. (NASDAQ NMS: MVII) announced today that the Mark VII stockholders at a Special Meeting held today approved an amendment to the Company's Certificate of Incorporation increasing the authorized shares from 10,000,000 shares of Common Stock, par value $.10 per share, to 20,000,000 shares of Common Stock, par value of $.05 per share. Following the Special Meeting, the Company's Board of Directors declared a two-for-one stock split, with the additional shares to be distributed on November 21, 1997 to stockholders of record of the Company's Common Stock at the close of business on November 14, 1997. Mark VII, Inc. is a full service transportation and logistics management company with more than 110 offices worldwide. Headquartered in Memphis, Tennessee, Mark VII, Inc. provides multi-modal transportation services and fully integrated logistics systems to some of the finest companies in the United States and abroad. - 1 - -----END PRIVACY-ENHANCED MESSAGE-----