Current Report Filing (8-k)
May 20 2019 - 4:09PM
Edgar (US Regulatory)
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): May 16, 2019
LANDSTAR,
INC.
(Exact name of registrant as specified in its
charter)
|
Nevada
|
|
000-30542
|
|
86-0914051
|
(State
or other jurisdiction of
incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
ID Number)
|
101
J Morris Commons Lane, Suite 105
Morrisville,
North Carolina 27560
(Address
of principal executive offices)
Registrant’s
telephone number, including area code
(919) 585-6542
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))
|
Securities
registered pursuant to Section 12(b) of the Act:
|
Title
of each class
|
|
Trading
Symbol(s)
|
|
Name
of each exchange on which registered
|
|
n/a
|
|
n/a
|
|
n/a
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [X]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Effective
May 16, 2019, the board of directors of LandStar, Inc. (the “Company”) adopted the LandStar, Inc. 2019 Omnibus Stock
Incentive Plan (the “2019 Plan”). The following is a summary of the principal features of the 2019 Plan:
|
Provision
of Plan
|
|
Description
|
|
Eligible
Participants:
|
|
Employees,
directors, and consultants of the Company, any related entity, and any successor entity that adopts the 2019 Plan.
|
|
Share
Reserve:
|
|
●
|
Total
of 1,000,000,000 shares of the Company’s Common Stock.
|
|
|
|
|
|
|
|
|
●
|
The
reserved shares will be reduced (i) by one share for each share granted pursuant to stock options, stock appreciation rights,
or other awards awarded under the 2019 Plan, and (ii) to the extent cash is delivered in lieu of shares of Common Stock upon
the exercise of a stock appreciation right, the Company will be deemed to have issued the greater of the number of shares
of Common Stock which it was entitled to issue upon such exercise or on the exercise of any related stock option.
|
|
|
|
|
|
|
Award
Types:
|
|
●
|
Incentive
stock options
|
|
|
|
|
|
|
|
|
●
|
Nonstatutory
stock options
|
|
|
|
|
|
|
|
|
●
|
Stock
appreciation rights
|
|
|
|
|
|
|
|
|
●
|
Restricted
stock awards
|
|
|
|
|
|
|
|
|
●
|
Restricted
stock unit awards
|
|
|
|
|
|
|
|
|
●
|
Dividend
equivalent rights
|
|
Vesting:
|
|
Determined
by the board of directors.
|
|
|
|
|
|
Award
Limits:
|
|
No
more than 100,000,000 shares may be issued to a single participant pursuant to stock options and stock appreciation rights
in a calendar year.
|
|
|
|
|
|
Repricings:
|
|
Repricing
of outstanding stock awards is not permitted without the approval of the Company’s stockholders, except for certain
ratable capitalization adjustments as set forth in the 2019 Plan.
|
|
|
|
|
|
Plan
Termination Date:
|
|
May
16, 2029.
|
The
summary of the 2019 Plan contained herein is qualified in its entirety by the full text of the 2019 Plan, filed herewith as Exhibit
10.1 and incorporated herein by reference.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
May 16, 2019, acting in accordance with Article XII of the Company’s Bylaws, the board of directors of the Company unanimously
resolved to amend Article II, Section 11 of the Bylaws to permit actions by written consent of the majority of the Company’s
stockholders rather than by all of the stockholders, effective immediately. The text of the amendment is filed herewith as Exhibit
3.1 and is incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
|
|
LANDSTAR,
INC.
|
|
|
|
|
Date:
May 20, 2019
|
/s/
Jason Remillard
|
|
|
Jason
Remillard
|
|
|
President
and Chief Executive Officer
|