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
November 3, 2005
Date of Report (Date of earliest event reported)
CD&L, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 0-26954 22-3350958
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(State or other jurisdiction of (Commission File (IRS Employer
incorporation or organization) Number) Identification No.)
80 WESLEY STREET, SOUTH HACKENSACK, NEW JERSEY 07606
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(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (201) 487-7740
NOT APPLICABLE
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2 below): N/A
ITEM 3.02. Unregistered Sales of Equity Securities.
On November 3, 2005, CD&L, Inc. (the "Company") issued a press release with
respect to the prepayment of its $4 million of outstanding Series B Convertible
Subordinated Notes. A copy of this press release is being furnished as Exhibit
99.1 to this Current Report on Form 8-K.
On April 14, 2004, the Company had entered into a transaction in which certain
notes held by BNP Paribas , Exeter Venture Lenders, L.P. and Exeter Capital
Partners IV, L. P. (collectively the "Lenders", and the two Exeter entities
collectively referred to as "Exeter") were restructured. As part of the
restructuring, the Lenders were issued in the aggregate $4 million principal
amount of Series B Convertible Subordinated Notes (the Notes"). Such Notes were
convertible into Common Stock at a price of $2.032 per share, had a term of
seven years, and bore interest at an initial rate of 9% per annum, increasing to
10.5% during 2006 and to 12% in 2008.
Pursuant to the terms of the documents under which the Notes were issued, the
Company elected to prepay the Notes. On October 31, 2005, Paribas received a
principal payment of $2,666,666.67 in satisfaction of its Note. The Company
borrowed funds under its senior revolving loan facility to make the payment,
which loan facility currently bears interest at a rate of 7% per annum. Exeter
elected under the conversion terms to instead receive, for its aggregate
principal amount of Notes of $1,333,333.33, Common Stock at the conversion price
of $2.032 per share, or an aggregate of 656,168 shares of Common Stock.
The issuance of the shares of Common Stock to Exeter was effected pursuant to
the exemption from registration provided by Regulation D and Section 4(2) of the
Securities Act of 1933, as amended. The shares issued to Exeter previously have
been registered for resale by Exeter.
Forward Looking Statements
This Current Report on Form 8-K, including Exhibit 99.1, contains
forward-looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
typically are identified by use of terms such as "may," "will," "should,"
"plan," "expect," "anticipate," "estimate" and similar words, although some
forward-looking statements are expressed differently. Forward-looking statements
represent our management's judgment regarding future events. Although the
Registrant believes that the expectations reflected in such forward-looking
statements are reasonable, the Registrant can give no assurance that such
expectations will prove to be correct. All statements other than statements of
historical fact included in this Current Report on Form 8-K are forward-looking
statements. The Registrant cannot guarantee the accuracy of the forward-looking
statements, and you should be aware that the Registrant's actual results could
differ materially from those contained in the forward-looking statements due to
a number of factors, including the statements under "Risk Factors" contained in
the Registrant's Annual Report on Form 10-K for the fiscal year ended December
31, 2004 filed with the Securities and Exchange Commission.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
As described above, the following Exhibit is furnished as part of this Current
Report on Form 8-K:
Exhibit 99.1 - Press release dated November 3, 2005
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, thereunto duly authorized.
Dated: November 3, 2005 CD&L, INC.
By: \s\ Russell J. Reardon
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Russell J. Reardon Vice President and
Chief Financial Officer