Current Report Filing (8-k)
June 26 2019 - 4:35PM
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): June 21, 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
1.01. Entry into a Material Definitive Agreement.
On
June 21, 2019, LandStar, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the Amendment
and Forbearance Agreement dated June 19, 2019 by and between the Company and Blue Citi LLC (“Blue Citi”) regarding
that certain Consolidated Note in the original principal amount of Eight Hundred Twenty-Nine Thousand Six Hundred Eighty Dollars
($829,680) dated September 30, 2018, with a maturity date of March 31, 2020 (the “Blue Citi Note”). Pursuant to the
Amendment, Blue Citi can convert the Blue Citi Note into shares of the Company’s common stock only upon the earlier of (i)
the date in February 2020 that is the two-year anniversary of the first loan made by Blue Citi to the Company, or (ii) any event
of default under the Blue Citi Note. The foregoing description of the Amendment does not purport to be complete and is qualified
in its entirety by the full text of the Amendment, which is filed herewith as Exhibit 4.1 and incorporated herein by reference.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
June 21, 2019, the Company filed an amendment to its articles of incorporation to increase the total number authorized shares
of the Company’s common stock, par value $0.001 per share, from 8,888,000,000 shares to 15,000,000,000 shares. A copy of
the certificate of amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.
On
June 24, 2019, acting in accordance with Article XII of the Bylaws of the Company, the board of directors of the Company unanimously
resolved to amend and restate the Bylaws to, among other things, clarify certain corporate procedures and make certain other enhancements
and technical changes. The changes effected by the amendment and restatement of the Company’s bylaws (the “Amended
and Restated Bylaws”) include, without limitation, the following:
|
|
●
|
Extending
the period for written notice of annual or special meetings of stockholders to not less
than ten nor more than fifty days prior to the date of the meeting, from not less than
fifteen nor more than forty-five;
|
|
|
●
|
Decreasing
the threshold required to call a special meeting of the stockholders of the Company to
holders of ten percent (10%) of the voting shares of the Company, from twenty-five percent
(25%) of the voting shares of the Company;
|
|
|
●
|
Decreasing
the threshold required to call a special meeting of the directors of the Company to allow
such meeting to be called by the president or any director, from upon the call of the
president or any two directors; and
|
|
|
●
|
Allowing
for the amendment of the Amended and Restated Bylaws at any regular or special meeting
of the stockholders if notice of the proposed alteration or amendment is contained in
the notice of the meeting, in addition to allowing amendment by the board of directors.
|
The
summary of the principal changes reflected in the Amended and Restated Bylaws contained herein is qualified in its entirety by
the full text of the Amended and Restated Bylaws, filed herewith as Exhibit 3.2 and incorporated herein by reference.
Item 8.01. Other Events.
On June 26, 2019, the Company issued a
press release announcing that it signed a non-binding letter of intent with DMBGroup, LLC (“DMB”) to acquire certain
assets of DMB. A copy of the press release is included herewith as Exhibit 99.1 and the information in the press release is incorporated
by reference into this Item 8.01.
Item
9.01. Financial Statements and Exhibits.
(d)
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:
June 26, 2019
|
/s/
Jason Remillard
|
|
|
Jason
Remillard
|
|
|
President
and Chief Executive Officer
|