hubgroup8k.htm
 
UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
Washington, DC 20549
 
 
FORM 8-K
 
 
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
 
 
Date of Report (Date of Earliest Event Reported) July 9, 2007
 
Hub Group Logo
 
HUB GROUP, INC.
(Exact name of registrant as specified in its charter)
 
 
DELAWARE
(State or Other Jurisdiction of Incorporation)
 
0-27754
36-4007085
(Commission File Number)
(I.R.S. Employer Identification No.)
 
3050 Highland Parkway, Suite 100
Downers Grove, Illinois 60515
(Address and zip code of principal executive offices)
(630) 271-3600
(Registrant’s telephone number, including area code)
 

 
 
        Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant 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 1.02       TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
 
 
       On July 9, 2007, the definitive agreement by which Hub Group, Inc. was to acquire substantially all of the assets of Interdom Partners, Commercial Cartage, Inc. and Pride Logistics, LLC for approximately $26.4 million in cash, plus two earnout payments not to exceed $2.5 million each, was mutually terminated by the parties.  As a result of this termination, Hub expects to expense approximately $300,000 in transaction related costs in the second quarter 2007.  A copy of the mutual termination letter is attached as Exhibit 10.1 to this Form 8-K and a copy of the press release issued by Hub regarding the termination of the purchase agreement is attached as Exhibit 99.1 to this Form 8-K.
 


 

 
 
ITEM 9.01.   Financial Statements and Exhibits
 
 
The following documents are filed as part of the report:
 
 
(a)
Not Applicable.
 
(b)
Not Applicable.
 
(c)  
Not Applicable.
 
(d)
A list of exhibits filed herewith is contained on the Exhibit
   
Index which immediately precedes such exhibits and is
   
incorporated herein by reference.
 

 


 

 
 
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.
 
 

 
 
HUB GROUP, INC.
   
DATE: July 9, 2007
By /s/ Terri Pizzuto
 
      Terri Pizzuto
 
      Executive Vice President, Chief Financial Officer
      and Treasurer
   
 
        
 

 


 

 
 
EXHIBIT INDEX
 
 
Exhibit No.
 
 
10.1   Termination letter, dated July 9, 2007, by and among Comtrak Logistics, Inc., Hub City Terminals, Inc., Interdom Partners, Commercial Cartage, Inc. and Pride Logistics, L.L.C.
     
99.1
 
Press release, issued on July 9, 2007, announcing the termination of a definitive purchase agreement regarding the acquisition by Hub Group, Inc. of the assets of Interdom Partners, Commercial Cartage, Inc. and Pride Logistics, L.L.C.