8-K 1 lmri8k7755.txt CURRENT REPORT 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 April 1, 2002 ------------------------------------------------ Date of Report (date of earliest event reported) Logistics Management Resources, Inc. --------------------------------------------------- Exact Name of Registrant as Specified in its Charter Colorado 33-9640-LA 68-0133692 ---------------------------- ---------------------- --------------------- State or other Jurisdiction Commission File IRS Employer of Incorporation Number Identification Number 10602 Timberwood Circle, Louisville, Kentucky 40203 ----------------------------------------------------------------------- Address of Principal Executive Office, Including Zip Code (503) 339-4000 ----------------------------------------------------------------------- Registrant's Telephone Number, Including Area Code ITEM 2. ACQUISITION OF ASSETS On April 1, 2002, the Company completed the acquisition of Interstate University, Inc ("Interstate"). Located in Evansville, Indiana, Interstate is engaged in the business of educating and training individuals to drive commercial trucks. The acquisition was affected through the purchase of ninety-nine percent (99%) of Interstate's issued and outstanding common stock (the "Shares") from Midwest Merger Management, LLC, a Kentucky limited liability company ("Midwest"). Consideration for the purchase price of $200,000 was given in the form of a promissory note, payable over five years, commencing on the first anniversary date of the closing, with interest at the rate of 4% per annum, secured by a pledge of the Shares. Midwest also has the right, upon default of the Company, to return all payments made toward the purchase, with interest, and retain the Shares. As additional consideration, Interstate will receive earnout payments equal to 10% of Interstate's net income through December 31, 2006. Also, Midwest retains ownership of preferred stock which carry no economic rights, but control the election of Interstate's Board of Directors. Midwest is partially owned by Shari Huff, its President, whose husband, Anthony Huff, own 3,250,000 shares of the Company's common stock and is the Trustee of The Huff Grandchildren Trust, which owns 200,000 shares of the Company's Series C Preferred Stock , with voting rights equivalent to 20,000,000 shares of common stock. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits The following exhibits are filed herewith; EXHIBIT NUMBER DESCRIPTION LOCATION 10.1 Stock Purchase Agreement Filed herewith electronically 10.2 Stock Pledge Agreement Filed herewith electronically 10.3 Promissory Note Filed herewith electronically 10.4 Option Agreement Filed herewith electronically 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. Dated: April 12, 2002 Logistics Management Resources, Inc. By: /s/ Dan Pixler ------------------------ Dan Pixler, President