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) JANUARY 25, 2005
STREICHER MOBILE FUELING, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA 000-21825 65-0707824
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
800 W. CYPRESS CREEK RD., SUITE 580 FORT LAUDERDALE, FLORIDA 33309
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (954) 308-4200
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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 (see General Instruction A.2. below):
|_| 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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 25, 2005, Streicher Mobile Fueling, Inc. (the "Company")
entered into an agreement (the "Agreement") with Shank C & E Investments,
L.L.C., a Delaware limited liability company ("Shank Investments"), Jerry C.
Shanklin and Claudette Shanklin, the members of Shank Investments, and SMF
Services, Inc., a Delaware subsidiary of the Company ("SMF"), to acquire
substantially all of the assets of Shank Investments. Houston-based Shank
Investments, operating under the trade name of "Shank Services", is engaged in
commercial fuel, oil and lubricant distribution and sales and heavy haul
transportation services with operations in Houston, Dallas/Fort Worth, Austin
and San Antonio, Texas. The acquisition price for the vehicles, trailers, tanks,
other operating equipment, business interests and related intangibles (the
"Purchased Assets") will be $5.2 million, of which $3.3 million will be paid in
cash and $1.9 million in the form of a two year deferred payment promissory
note. The payment of the note is dependent on these operating assets meeting
specific target performance objectives. The Company will also purchase a limited
amount of inventory and prepaid expenses for cash at Closing. In addition, the
Company expects to purchase Shank Investments' accounts receivable at Closing
for cash based on a formula set forth in the Agreement; provided, however, that
either party may decline the accounts receivable purchase when the price is
finally calculated at Closing. SMF will continue the ongoing business conducted
by Shank Investments and plans to operate under the Shank Services trade name. A
copy of the Agreement is attached hereto as Exhibit 2.1 and incorporated by
reference herein.
Concurrently with the proposed acquisition of the assets of Shank
Investments by SMF, the Company issued $6.1 million in five year 10% promissory
notes (the "Notes") to a limited group of institutions and other accredited
investors. Installment payments of principal on the Notes will commence on
January 24, 2007 with a $2.4 million balloon payment due at maturity on January
24, 2010. The amounts due under the Notes will become due and payable
immediately upon the occurrence of customary events of default. The funding
provided by the Notes will be used for the acquisition of the Purchased Assets
at closing and other general corporate purposes, including but not limited to
development of the newly acquired business. The planned purchase of the Shank
Services accounts receivables, however, will be funded by advances under the
Company's bank line of credit.
The Notes are secured by a first priority security interest in the
Purchased Assets. The Company also issued 1,006,500 four year warrants to
purchase shares of common stock at $1.60 per share (the "Warrants") to the
purchasers of the Notes and to Philadelphia Brokerage Corporation, the Company's
placement agent for the transaction. Copies of the Securities Purchase Agreement
and the form of the Notes and the Warrants are attached hereto as Exhibits 10.1,
10.2 and 10.3 and incorporated by reference herein.
In connection with the issuance of the Notes, the Company entered into
an Indenture with American National Bank to act as trustee for payment of the
Notes, a copy of which is attached hereto as Exhibit 10.4 and incorporated by
reference herein.
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ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
See Item 1.01, which is incorporated by reference herein.
ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES
On January 25, 2005, the Company issued $6.1 million in five year 10%
promissory notes (the "Notes") to institutions and other accredited investors
and also issued 866,200 four year warrants to purchase shares of common stock at
$1.60 per share (the "Warrants"). See Item 1.01, which is incorporated by
reference herein. The offer and sale of the Notes, the Warrants and the
underlying shares of the Company's common stock into which the Warrants are
convertible were exempt from registration under the Securities Act of 1933 (the
"Act") as a private offering to "accredited investors" under Sections 4(2) and
4(6) of the Act and Rules 505 and 506 of Regulation D thereunder. Philadelphia
Brokerage Corporation acted as placement agent for the offering and received a
cash commission of $244,000 and 140,300 Warrants. The placement agent's Warrants
have the same terms as the Warrants issued to the investors in the offering
except that they are not redeemable by the Company and carry "cashless" exercise
rights. A copy of the form of Warrant issued to Philadelphia Brokerage
Corporation or its nominees is attached hereto as Exhibit 10.5 and incorporated
by reference herein.
ITEM 7.01 REGULATION FD DISCLOSURE
On January 31, 2005, the Company issued a press release announcing the
entry into the agreement for the purchase of certain assets of Shank Investments
and the private offering described in Items 1.01 and 2.03 of this Report. The
Company hereby incorporates by reference into this Item 7.01 the information set
forth in that press release, a copy of which is attached hereto as Exhibit 99.1.
In accordance with General Instruction B.2 of Form 8-K, the information set
forth in this Item 7.01 and in the attached Exhibit 99.1 are deemed to be
furnished and shall not be deemed to be "filed" for purposes of Section 18 of
the Securities Exchange of 1934, as amended, and will not be incorporated by
reference into any filing by the Company under such Act or the Securities Act of
1933, as amended.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No.
2.1 Asset Purchase Agreement by and among Streicher Mobile
Fueling, Inc., SMF Services, Inc., Shank C&E Investments,
L.L.C., Jerry C. Shanklin and Claudette Shanklin dated
January 25, 2005.
10.1 Form of Securities Purchase Agreement dated January 25,
2005.
10.2 Form of 10% Promissory Note dated January 25, 2005.
10.3 Form of Investor Warrants dated January 25, 2005.
10.4 Indenture Agreement with American National Bank dated
January 25, 2005.
10.5 Form of Placement Agent Warrants dated January 25, 2005.
99.1 Press Release dated January 31, 2005.
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SIGNATURE
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 hereunto duly authorized.
Date: January 31, 2005 STREICHER MOBILE FUELING, INC.
By: /s/Richard E. Gathright
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Richard E. Gathright, President