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) November 1, 2012
Universal Truckload Services, Inc.
(Exact name of registrant as specified in its charter)
| Michigan | 0-51142 | 38-3640097 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 12755 E. Nine Mile Road, Warren, Michigan |
48089 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(586) 920-0100
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
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)) |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This current report on Form 8-K may include “forward-looking statements” about Universal Truckload Services, Inc. (“Registrant”) that are subject to risks and uncertainties. All statements other than statements of historical fact included in this document are forward-looking statements. Except for its obligation to disclose material information under U.S. federal securities laws Registrant does not undertake any obligation to release publicly any revisions to any forward-looking statements, to report events or circumstances after the date of this document, or to report the occurrence of unanticipated events. All written and oral forward-looking statements attributable to Registrant or persons acting on behalf of Registrant are expressly qualified in their entirety by such factors.
| Item 5.03 | AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. |
Effective November 1, 2012, paragraph 1 of Article III of the Articles of Incorporation of Registrant was amended to indicate that the total shares of Registrant’s common stock authorized has been increased from 40,000,000 to 100,000,000. The certificate of amendment to the articles of incorporation is attached hereto as Exhibit No. 3(i)-1 and the certificate of correction to same is attached hereto as Exhibit No. 3(i)-2.
| Item 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 3(i)-1 | Certificate of Amendment to the Articles of Incorporation. | |
| 3(i)-2 | Certificate of Correction to Certificate of Amendment to the Articles of Incorporation. | |
SIGNATURES
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.
| UNIVERSAL TRUCKLOAD SERVICES, INC. | ||||
| Date: November 1, 2012 |
/s/ Robert E. Sigler | |||
| Robert E. Sigler | ||||
| Vice President, Chief Financial Officer, Secretary and Treasurer | ||||
Exhibit 3(i)-1
BCS/CD-515(Rev. 11/11)
| MICHIGAN DEPARTMENT OF LICENSING AND REGULATORY AFFAIRS BUREAU OF COMMERCIAL SERVICES | ||||||
| Date Received
|
ADJUSTED PURSUANT TO TELEPHONE AUTHORIZATION
|
Kerry Crenshaw
| ||||
|
JUL 26 2012 |
This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document. | FILED JUL 26 2012
| ||||
| Name D. Kerry Crenshaw - Clark Hill PLC |
Administrator BUREAU OF COMMERCIAL SERVICES | |||||
| Address 500 Woodward Avenue, Suite 3500 |
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| City State ZIP Code Detroit MI 48226 |
EFFECTIVE DATE: | |||||
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Document will be returned to the name and address you enter above.
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| If left blank, document will be returned to the registered office. |
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
For use by Domestic Profit and Nonprofit Corporations
(Please read information and instructions on the last page)
Pursuant to the provisions of Act 284, Public Acts of 1972, (profit corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the undersigned corporation executes the following Certificate:
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1. The present name of the corporation is:
Universal Truckload Services, Inc.
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| 2. The identification number assigned by the Bureau is: |
248-24C | |||||
| 3. Article III of the Articles of Incorporation is hereby amended to read as follows: | ||||
| ARTICLE III | ||||
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Paragraph 1. is amended to read as follows:
1. Common Shares One Hundred Million (100,000,000)
2. Preferred Shares Five Million (5,000,000)
The remainder of Article III remains unchanged and shall continue in full force and effect. | ||||
COMPLETE ONLY ONE OF THE FOLLOWING:
| 4. Profit or Nonprofit Corporations: For amendments adopted by unanimous consent of incorporators before the first meeting of the board of directors or trustees. | ||||||||
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The foregoing amendment to the Articles of Incorporation was duly adopted on the day of , , in accordance with the provisions of the Act by the unanimous consent of the incorporator(s) before the first meeting of the Board of Directors or Trustees.
Signed this day of ,
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(Signature) |
(Signature) | |||||||
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(Type or Print Name) |
(Type or Print Name) | |||||||
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(Signature) |
(Signature) | |||||||
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(Type or Print Name) |
(Type or Print Name) | |||||||
| 5. Profit Corporation Only: Shareholder or Board Approval | ||||||||
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The foregoing amendment to the Articles of Incorporation proposed by the board was duly adopted on the 25th day of July, 2012, by the: (check one of the following) | ||||||||
| ¨ shareholders at a meeting in accordance with Section 611(3) of the Act.
þ written consent of the shareholders having not less than the minimum number of votes required by statute in accordance with Section 407(1) of the Act. Written notice to shareholders who have not consented in writing has been given. (Note: Written consent by less than all of the shareholders is permitted only if such provision appears in the Articles of Incorporation.)
¨ written consent of all the shareholders entitled to vote in accordance with Section 407(2) of the Act.
¨ board of a profit corporation pursuant to section 611(2) of the Act.
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| Profit Corporations and Professional Service Corporations | ||||||||
| Signed this 26th day of July, 2012 | ||||||||
| By |
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| (Signature of an authorized officer or agent) | ||||||||
| Donald B. Cochran, President & CEO (Type or Print Name) |
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| BCS/CD-515 (Rev. 11/11) |
Name of person or organization remitting fees. | |||||
| Preparer’s Name |
D. Kerry Crenshaw |
Universal Truckload Services, Inc. | ||||
| Business telephone number |
(313) 965-8266 |
| ||||
INFORMATION AND INSTRUCTIONS
| 1. | This form may be used to draft your Certificate of Amendment to the Articles of Incorporation. A document required or permitted to be filed under the act cannot be filed unless it contains the minimum information required by the act. The format provided contains only the minimal information required to make the document fileable and may not meet your needs. This is a legal document and agency staff cannot provide legal advice. |
| 2. | Submit one original of this document. Upon filing, the document will be added to the records of the Bureau of Commercial Services. The original will be returned to your registered office address, unless you enter a different address in the box on the front of this document. |
Since the document will be maintained on electronic format, it is important that the filing be legible. Documents with poor black and white contrast, or otherwise illegible, will be rejected.
| 3. | This Certificate is to be used pursuant to the provisions of section 631 of Act 284, P.A. of 1972, or Act 162, P.A. of 1982, for the purpose of amending the Articles of Incorporation of a domestic profit corporation or nonprofit corporation. Do not use this form for restated articles. |
| 4. | Item 2 - Enter the identification number previously assigned by the Bureau. If this number is unknown, leave it blank. |
| 5. | Item 3 - The article(s) being amended must be set forth in its entirety. However, if the article being amended is divided into separately identifiable sections, only the sections being amended need be included. |
| 6. | If the amendment changes the term of existence to other than perpetual, all nonprofit corporations except churches must obtain a consent to dissolution, or a written statement that the consent is not required, from the Michigan Attorney General, Consumer Protection and Charitable Trusts Division, P.O. Box 30214, Lansing, MI 48909, (517) 373-1152. Application for the consent should be made at least 45 days before the desired effective date of the dissolution. This certificate cannot be filed unless it is accompanied by the consent or written statement. |
| 7. | This document is effective on the date endorsed “filed” by the Bureau. A later effective date, no more than 90 days after the date of delivery, may be stated as an additional article. |
| 8. | Signatures: |
Profit Corporations: (Complete either Item 4 or Item 5)
1) Item 4 must be signed by at least a majority of the Incorporators listed in the Articles of Incorporation.
2) Item 5 must be signed by an authorized officer or agent of the corporation.
Nonprofit Corporations: (Complete either Item 4 or Item 6)
1) Item 4 must be signed by all incorporators listed in the Articles of Incorporation.
2) Item 6 must be signed by either the president, vice-president, chairperson or vice-chairperson.
| 9. | FEES: Make remittance payable to the State of Michigan. Include corporation name and identification number on check or money order. |
NONREFUNDABLE FEE: $10.00
ADDITIONAL FEES DUE FOR INCREASED AUTHORIZED SHARES OF PROFIT CORPORATIONS ARE:
| Amount of Increase |
Fee |
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| 1-60,000 |
$50.00 | |||||
| 60,001-1,000,000 |
$100.00 | |||||
| 1,000,001-5,000,000 |
$300.00 | |||||
| 5,000,001-10,000,000 |
$500.00 | |||||
| More than 10,000,000 |
$500.00 | for first 10,000,000 plus $1000.00 for each additional 10,000,000, or portion thereof | ||||
MICH-ELF (Michigan Electronic Filing System):
First Time Users: Call (517) 241-6470, or visit our website at http://www.michigan.gov/corporations
Customer with MICH-ELF Filer Account: Send document to (517) 636-6437
LARA is an equal opportunity employer/program. Auxiliary aids, services and other reasonable accommodations are available upon request to individuals with disabilities.
Exhibit 3(i)-2
Michigan Department of Licensing and Regulatory Affairs
Filing Endorsement
This is to Certify that the CERTIFICATE OF CORRECTION
for
UNIVERSAL TRUCKLOAD SERVICES, INC.
ID NUMBER: 24824C
received by facsimile transmission on July 27, 2012 is hereby endorsed
Filed on July 30, 2012 by the Administrator.
The document is effective on the date filed, unless a
subsequent effective date within 90 days after
received date is stated in the document.
Effective Date: November 1, 2012
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In testimony whereof, I have hereunto set my hand and affixed the Seal of the Department, in the City of Lansing, this 30TH day of July, 2012. | |||
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Director | |||
| Bureau of Commercial Services | ||||
Sent by Facsimile Transmission 12212
BCS/CD-518(Rev. 04/11)
| MICHIGAN DEPARTMENT OF LICENSING AND REGULATORY AFFAIRS BUREAU OF COMMERCIAL SERVICES | ||||||
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Date Received
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| This document is affective on the date filed, unless a subsequent effective date within 90 days after received data is stated in the document. | ||||||
| Name D. Kerry Crenshaw—Clark Hill PLC |
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| Address 500 Woodward Avenue |
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City State ZIP Code Detroit Ml 48226 |
EFFECTIVE DATE: | |||||
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Document will be returned to the name and address you enter above.
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| If left blank, document will be returned to the registered office. |
CERTIFICATE OF CORRECTION
For use by Corporations and Limited Liability Companies
(Please read information and instructions on last page)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or Act 23, Public Acts of 1993 (limited liability companies), the undersigned corporation or limited liability company executes the following certificate:
| 1. |
The name of the corporation or limited liability company is: |
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| Universal Truckload Services, Inc. |
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| 2. |
The identification number assigned by the Bureau is: |
248-24C | ||||||||||
| 3. |
The corporation or limited liability company is formed under the laws of the State of Michigan |
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| 4. |
That a Certificate of Amendment to the Articles of Incorporation |
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| (Title of Document Being Corrected) |
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| was filed by the Bureau on July 26, 2012 and that said document requires correction. |
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5. |
Describe the inaccuracy or defect contained in the above name document. Did not contain delayed effective date of Amendment to Articles of Incorporation. |
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6. |
The document is corrected as follows: The Certificate of Amendment to the Articles of Incorporation shall take effect November 1, 2012. |
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7. |
This document is hereby executed in the same manner as the Act requires the document being corrected to be executed. |
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Signed this 27th day of July, 2012
| By |
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By | By | |||||||||||||
| (Signature) | (Signature) | (Signature) |
| Donald B. Cochran, President & CEO |
|
| ||
| (Type or Print Name and Title) |
(Type or Print Name and Title) | (Type or Print Name and Title) |
BCS/CD518(Rev.04/11)
Preparer’s Name D.Kerry Crenshaw
Business telephone number ( 313 ) 965-8266
INFORMATION AND INSTRUCTIONS
| 1. | This form may be used to draft your Certificate of Correction. A document required or permitted to be filed under the act cannot be filed unless it contains the minimum information required by the act. The format provided contains only the minimal information required to make the document fileable and may not meet your needs. This is a legal document and agency staff cannot provide legal advice. |
| 2. | Submit one original of this document. Upon filing, the document will be added to the records of the Bureau of Commercial Services. The original will be returned to your registered office address, unless you enter a different address in the box on the front of this document. |
Since this document will be maintained on electronic format, it is important that the filing be legible. Documents with poor black and white contrast, or otherwise illegible, will be rejected.
| 3. | The corrected document is effective in its corrected form as of its original filing date except as to a person who relied upon the inaccurate portion of the document and was, as a result of the inaccurate portion of the document, adversely affected by the correction. |
| 4. | Item 2 - Enter the identification number previously assigned by the Bureau. If this number is unknown, leave it blank. |
| 5. | This Certificate is to be used pursuant to section 133 of Act 284, P.A. 1972; section 133 of Act 162, P.A. 1982; or section 106 of Act 23, P.A. 1993, for the purpose of correcting a document filed with the Bureau which at the time of filing was an inaccurate record of the action referred to in the document or was defectively or erroneously executed. It may be used by corporations or limited liability companies. |
| 6. | Item 6 - State the provision as it should have originally appeared. |
| 7. | This Certificate must be signed in the same manner as was required for the document to be corrected. |
| 8. | NONREFUNDABLE FEE: Make remittance payable to the State of Michigan. Include corporation name and identification number on check or money order. |
| CORPORATIONS |
$ | 10.00 | ||
| LIMITED LIABILITY COMPANIES |
$ | 25.00 |
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Submit with check or money order by mail:
Michigan Department of Licensing and Regulatory Affairs Bureau of Commercial Services Corporation Division P.O. Box 30054 Lansing, Ml 48909 |
To submit in person:
2501 Woodlake Circle Okemos, Ml Telephone: (517)241-6470
Fees may be paid by check, money order, VISA or Mastercard when delivered in person to our office. |
| MICH-ELF (Michigan Electronic Filing System):
First Time Users: Call (517) 241-6470, or visit our website at http://www.michigan.gov/corporations Customer with MICH-ELF Filer Account: Send document to (517) 636-6437 |
LARA is an equal opportunity employer/program. Auxiliary aids, services and other reasonable accommodations are available upon request to individuals with disabilities.