-----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, AMZsXZqcQ/ZaBfy5A4yp5JKOx4i89YZXAG/+F8VWkJAu16yaeLiG7KLHFq7i15m0 A64+TPCtXZOHA9TXWjnVJw== 0001181431-08-014056.txt : 20080227 0001181431-08-014056.hdr.sgml : 20080227 20080227161510 ACCESSION NUMBER: 0001181431-08-014056 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080221 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080227 DATE AS OF CHANGE: 20080227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ABX Holdings, Inc. CENTRAL INDEX KEY: 0000894081 STANDARD INDUSTRIAL CLASSIFICATION: AIR COURIER SERVICES [4513] IRS NUMBER: 261631624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50368 FILM NUMBER: 08646770 BUSINESS ADDRESS: STREET 1: 145 HUNTER DR CITY: WILMINGTON STATE: OH ZIP: 45177 BUSINESS PHONE: 937-382-5591 MAIL ADDRESS: STREET 1: 145 HUNTER DR CITY: WILMINGTON STATE: OH ZIP: 45177 FORMER COMPANY: FORMER CONFORMED NAME: ABX AIR INC DATE OF NAME CHANGE: 19950728 8-K 1 rrd197245.htm Prepared By R.R. Donnelley Financial -- Form 8-K
 
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):  02/21/2008
 
ABX HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  000-50368
 
DE
  
26-1631624
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
145 Hunter Drive, Wilmington, OH 45177
(Address of principal executive offices, including zip code)
 
(937) 382-5591
(Registrant’s telephone number, including area code)
 
(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:
[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
On February 21, 2008, the Board of Directors of ABX Holdings, Inc., a Delaware corporation (the "Company"), appointed Mr. Jeffrey A. Dominick, age 43, as a Class I Director to the Board to fill the vacancy created by the death of Mr. Frederick R. Reed. Mr. Dominick's term will expire in 2010. Mr. Dominick will serve on the Nominating and Governance Committee and the Audit Committee.

Since 2006, Mr. Dominick has served as Managing Director with MassMutual Capital Partners, a private equity investment subsidiary that is part of the MassMutual Financial Group of Companies. Prior to being one of the founding Partners of MassMutual Capital in 2006, Mr. Dominick worked in Private Debt and Equity financing for Babson Capital Management, which is the asset management subsidiary for the MassMutual Financial Group, from 2002 through 2006. In this role, Mr. Dominick specialized in investing in airline and aircraft related transactions, with a focus as well in the transportation and logistics industries.

On Dec ember 31, 2007, the Company acquired Cargo Holdings International, Inc. ("Cargo"). Pursuant to the Stock Purchase Agreement among the Company, CHI Acquisition Corp., Cargo and certain significant shareholders of Cargo (including various MassMutual entities), the Company agreed to nominate for election to the Company's board of directors a candidate selected by the significant shareholders. Per this agreement, Mr. Dominick would have been nominated for election at the Company's next annual meeting of stockholders; however, due to the existing vacancy, the Board chose to appoint Mr. Dominick prior to the meeting.

 
 
Item 7.01.    Regulation FD Disclosure
 
On February, 27, 2008, ABX Holdings, Inc. announced that its Board of Directors had appointed Mr. Dominick to the Board. A copy of the release is attached hereto as Exhibit 99.1.
 
 
Item 9.01.    Financial Statements and Exhibits
 
Exhibit No.
    Description
99.1   Press release issued by ABX Holdings, Inc. on February 27, 2008.
 

 

Signature(s)
 
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.
 
      
 
ABX HOLDINGS, INC.
 
 
Date: February 27, 2008
     
By:
 
/s/    W. Joseph Payne
               
W. Joseph Payne
               
Vice President, General Counsel & Secretary
 
 

 

Exhibit Index
 
Exhibit No.
  
Description
EX-99.1
  
ABX Holdings Elects Dominick to Board of Directors
EX-99.1 2 rrd197245_23510.htm ABX HOLDINGS ELECTS DOMINICK TO BOARD OF DIRECTORS ABX Holdings elect Dominick to Board of Directors

ABX Holdings Elects Dominick to Board of Directors

WILMINGTON, Ohio - February 27, 2008 - ABX Holdings, Inc. (NASDAQ-NM:ABXA) today announced the appointment of Jeffrey A. Dominick, an experienced financial professional with an extensive background in the airline, transportation and logistics industry, to its Board of Directors.

Dominick will complete the term of Frederick Reed, who passed away in August 2007. That term will end in 2010.

Dominick, 43, was one of the founding partners of MassMutual Capital Partners, a private equity investment subsidiary of MassMutual Financial Group, and a significant shareholder of Cargo Holdings International (CHI), which ABX Holdings purchased in December 2007.

Prior to that, Dominick worked in debt and equity financing for Babson Capital Management, the asset management subsidiary for MassMutual Financial Group. Before joining MassMutual Financial Group in 2002, Dominick spent 13 years in leveraged and corporate finance for Deutche Bank Securities and The Chase Manhattan Bank N.A.

While at Babson, Dominick specialized in investing in airline and aircraft related transactions, with a focus as well in the transportation and logistics industries.

Joe Hete, President and Chief Executive Officer of ABX Holdings, said, "Jeff Dominick's strong financial skills, combined with his knowledge of our industry, will make him a strong addition to our board. He was a significant contributor to the successful completion of our negotiations with CHI, and I am certain his financial expertise will be invaluable to us in the future."

About ABX Holdings

ABX Holdings has two principal businesses: ABX Air (www.abxair.com), an air cargo services provider operating out of Wilmington, Ohio, and 15 hubs throughout the United States; and Cargo Holdings International, Inc. (www.cargoholdings.com), a leading provider of air cargo transportation and related services to domestic and foreign air carriers, and other companies that outsource their air cargo lift requirements. ABX Air is a Part 121 operator and holds a Part 145 FAA Repair certificate. Through four subsidiaries, including two companies with separate and distinct U.S. FAA Part 121 Air Carrier Certificates, CHI also provides aircraft leasing, airport ground services, fuel management, specialized transportation management, and air charter brokerage services.

Contact: Quint Turner

ABX Air, Inc.

937-382-5591

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