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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____________)*
CD&L, Inc.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
14983Y107
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(CUSIP Number)
Alan Wovsaniker, Esq.
Lowenstein Sandler PC
65 Livingston Avenue, Roseland, NJ 07068
(973) 597-2500
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 14, 2001
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box . |_|
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ss.240.13d-7 for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes.)
Page 1 of 4 pages
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CUSIP No. 14983Y107 Page 2 of 4 Pages
SCHEDULE 13D
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael Brooks
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 248,455
-------- -----------------------------------------
SHARES 8 SHARED VOTING POWER
0
BENEFICIALLY
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9 SOLE DISPOSITIVE POWER
OWNED BY 248,455
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EACH REPORTING 10 SHARED DISPOSITIVE POWER
0
PERSON WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
394,916*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |X|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
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14 TYPE OF REPORTING PERSON
IN
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* Excludes 3,500 shares of Common Stock held by Mr. Brook's spouse, of which Mr.
Brooks disclaims beneficial ownership. Includes stock options covering 146,461
shares of Common Stock that are presently exercisable. No other stock options
are exercisable within 60 days of June 14, 2001.
Page 2 of 4 pages
Item 1. Security and Issuer
Title of the class of equity securities: Common Stock, par value $0.001 per
share ("Common Stock")
Issuer's Name and Address of its Principal Executive Offices:
CD&L, Inc. ("Issuer")
80 Wesley Street
South Hackensack, New Jersey 07606
Item 2. Identity and Background
(a) Name: Michael Brooks
(b) Business address: c/o CD&L, Inc.
80 Wesley Street
South Hackensack, NJ 07606
(c) Mr. Brooks' present principal occupation is Group Operations President
of the Issuer. The Issuer's address is stated above in Item 2(b).
(d)-(e) During the past five years, Mr. Brooks has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors), nor has Mr. Brooks been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction as a result
of which he was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Mr. Brooks is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
This Schedule 13D is filed to report Mr. Brook's ownership of 5.1% of
the Issuer's Common Stock, which occurred as a result of the vesting of certain
stock options on June 14, 2001.
Item 4. Purpose of Transaction
See Item 3 above.
Mr. Brooks has no present plans or proposals of the type set forth in
paragraphs (a) through (j) of Item 4 of Schedule 13D. Mr. Brooks may, from time
to time, purchase additional shares of Common Stock or dispose of all or a
portion of the shares of Common Stock beneficially owned by him, either in the
open market or in privately negotiated transactions. He may also obtain
additional shares of Common Stock upon the exercise of the stock options
described in Item 5 of this Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) As of May 10, 2002, there were 7,658,660 shares of Common Stock issued
and outstanding. As of that same date, pursuant to Rule
13(d)-3(d)(1)(i) under the Securities Exchange Act of 1934, as amended,
Mr. Brooks beneficially owned 394,916 shares of Common Stock (including
146,461 shares covered by stock options), or 5.1% of the total
outstanding shares of Common Stock. Mr. Brooks disclaims beneficial
ownership of 3,500 shares held by his spouse, and those shares are not
included in the 394,916 shares of Common Stock beneficially owned by
Mr. Brooks.
(b) Mr. Brooks has sole power to vote, or to direct the vote, and sole
power to dispose, or to direct the disposition, with respect to 394,916
shares of Common Stock (including 146,461 shares covered by stock
options).
(c) Mr. Brooks effected no transactions in Common Stock during the past
sixty days.
Page 3 of 4 pages
(d) No other person is known to Mr. Brooks to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from
the sale of, the shares of Common Stock beneficially owned by him.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None.
Item 7. Material to Be Filed as Exhibits
None.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
May 24, 2002 /s/ Michael Brooks
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Date Signature
Michael Brooks
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Name/Title
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
Page 4 of 4 pages