Business Context and Reporting Period
This Form 8-K is filed by Segmentz, Inc. (not XPO, Inc.) on November 29, 2004, reporting the completion of an asset acquisition. The registrant is a Delaware corporation headquartered in Tampa, Florida.
Key Financial Metrics and Transaction Details
- Acquisition Target: Certain assets and liabilities of Temple Trucking, Inc., a third-party logistics provider.
- Closing Date: November 22, 2004 (Effective date: October 1, 2004).
- Consideration Paid:
- Issuance of 295,000 shares of restricted common stock of Segmentz, Inc.
- Assumption of $820,000 in debt owed to Segmentz, Inc.
- Contingent Consideration: An earn-out provision allowing for up to an additional $500,000 in cash or restricted stock over three years, contingent on performance.
- Financial Statements: The acquired company is deemed not significant; therefore, no financial statements or pro forma information are provided in this filing.
Material Changes
The primary material change is the expansion of Segmentz, Inc.'s operations through the acquisition of Temple Trucking, Inc. The company had previously engaged with the target through an agency agreement starting June 1, 2004. No specific revenue, profit, or cash flow figures for the combined entity are disclosed in this report.
Outlook, Risks, and Management Commentary
The filing includes an employment agreement for Paul Temple (Exhibit 99.1) and a press release (Exhibit 99.2). The earn-out structure introduces a contingent liability of up to $500,000 dependent on future performance metrics. The filing does not provide specific management commentary on future guidance or detailed risk factors beyond the standard acquisition contingencies.
Investor Verification Checklist
- Verify the fair market value of the 295,000 restricted shares issued at the time of the transaction.
- Confirm the specific performance metrics triggering the $500,000 earn-out provision.
- Review the full Stock Purchase Agreement (Exhibit 10.1) for undisclosed liabilities or covenants.
- Check subsequent filings for the actual payout amount of the earn-out provision.