JANL Janel Corporation (PK)

 

 

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): August 14, 2015

 

 

JANEL CORPORATION

 

(Exact name of registrant as specified in its charter)

 

Nevada	333-60608	86-1005291
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

 

 

303 Merrick Road, Suite 400, Lynbrook, New York 11563

(Address of Principal Executive Offices)

 

 

Registrant’s telephone number, including area code: (718) 527-3800

 

Inapplicable

(Former Name or Former Address 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:

 

¨

 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))

 

INFORMATION TO BE INCLUDED IN THE REPORT

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On August 14, 2015, Janel Corporation (the “Company”) and entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Liberty International, Inc., a Rhode Island corporation (“Liberty”), and the stockholders of Liberty, Nicholas Cioe, Kenneth Charnley (the “Management Stockholders”) and Vincent J. Passananti (the “Investment Stockholder” and together with Management Stockholders, the “Stockholders”), for the purchase by the Company of all of the outstanding common stock (the “Liberty Shares”) of Liberty. Closing of the transactions contemplated by the Purchase Agreement took place on the same day. Under the terms of the Purchase Agreement, the purchase price for the Liberty Shares was $2,500,000, subject to certain closing adjustments for Liberty’s accounts payable and receivable as of the closing date.

 

The Purchase Agreement contains customary representations, warranties and covenants by each of the parties. The Purchase Agreement further provides that each party will indemnify the other for any breach of the Purchase Agreement by such indemnifying party, failure of any warranty or representation of such party or failure by such party to comply with any covenants or obligations under the Purchase Agreement, subject to certain monetary limitations on the indemnification obligations of Liberty and the Stockholders.

 

Liberty will continue to operate as a division of the Company, and Karen Kenney, a long-time Liberty employee, will manage the Liberty operations. The Management Stockholders have agreed to be employed by Liberty part-time for a term of two (2) years pursuant to employment agreements with the Company. The Stockholders have also agreed not to engage in certain activities that are competitive with the Company or to solicit customers or employees of the Company, in each case for a period of two (2) years from either the date of closing for the Investment Stockholder, or the date of termination of their employment agreements for the Management Stockholders.

 

The Company issued a press release on August 17, 2015 announcing the acquisition of Liberty, a copy of which press release is attached hereto as Exhibit 99.1.

 

Item 2.01. Completion of Acquisition or Disposition of Assets.

 

The information required by this Item is described in Item 1.01 above.

 

Item 9.01 Financial Statements and Exhibits.

 

(a)

Financial statements of businesses acquired:

 

The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment no later than 71 calendar days after the date upon which this Form 8-K must be filed.

 

(b)

Pro forma financial information:

 

The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment no later than 71 calendar days after the date upon which this Form 8-K must be filed.

 

(d)

Exhibits

 

The following exhibits are filed herewith:

 

Exhibit No.	Description
99.1	Press Release dated August 17, 2015

 

 

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.

  

	JANEL CORPORATION
	(Registrant)
Date: August 17, 2015	By:        /s/ Brendan Killackey
	Brendan Killackey
	Chief Executive Officer

 

 

 

Exhibit 99.1

 

For Immediate Release	Contact: Investor Relations at
	Janel Corporation
	(718) 527-3800
	IR@janelgroup.net

 

 

Janel CORPORATION ACQUIRES LIBERTY INTERNATIONAL, INC.

 

LYNBROOK, NY – August 17, 2015 -- Janel Corporation (OTCQB: JANL), a full-service global provider of integrated transportation logistics, announced today its acquisition of Liberty International, Inc., a Rhode Island-based provider of integrated logistics services, in a stock purchase which closed on August 14, 2015.

 

Under the terms of the deal, Liberty will continue to function as a separate business unit, headquartered in Pawtucket, RI. It will be led by Karen Kenney, a 30-year employee of Liberty, in her new role as President of Liberty. Founders Nick Cioe and Ken Charnley will continue in their current sales and finance roles.

 

The Janel and Liberty teams look forward to collaborating closely as they enter their next phase of growth, to everage synergies, such as common IT systems, web portal and commitment to personalized service, to enhance product offerings. Janel fully anticipates that the combined experience of the Janel and Liberty teams will allow clients to receive best-in-class logistics solutions.

 

"We believe that this transaction delivers terrific value to our customers and vendor partners and is an endorsement of the great success our team has enjoyed throughout the past 33 years,” commented Nick Cioe. Ken Charnley said, “We look forward to bringing our team’s experience and knowledge to the Janel organization, and leveraging Janel’s resources to the advantage of our customers and staff.”

 

Brendan Killackey, Chief Executive Officer of Janel, commented “Liberty has all of the ingredients that we look for in a new division: a strong, recognized brand, a track record of success and a reputation for delivering high quality service while building long term value for its customers. We are very excited about our partnership with the Liberty team.”

 

With this transaction, Janel employs approximately 108 employees, increases its footprint to 11 US and global locations and generates approximately $82MM per year in gross revenues.

 

To be included in Janel’s database for Corporate Press Releases and industry updates, investors are invited to send their e-mail address to: IR@janelgroup.net.

 

 

About Liberty International, Inc.

 

Liberty International is a provider of personalized, customized, global integrated logistics solutions. Liberty provides value added service as a catalyst to help customers work better, and is a single source for customers’ supply chain needs delivered through world class technology including web based tracking and purchase order management systems.

 

About Janel Corporation

 

Through its wholly-owned subsidiary, Janel Corporation is a global provider of integrated logistics; including domestic and international freight forwarding via multi-modal carriers, leading-edge, end-to-end, supply-chain technology, customs brokerage, warehousing and distribution, and other transportation-related services. With offices throughout the U.S. (New York, New Jersey, Chicago, Los Angeles, Atlanta and Philadelphia) and a network of independent international agents in approximately 52 countries, the Company provides the comprehensive logistics services and technology necessary to handle its customers' shipping needs throughout the world. Cargo can be transported via air, sea or land, and Janel's national network of locations can manage the shipment and/or receipt of cargo into or out of any location in the United States. Janel is registered as an Ocean Transportation Intermediary and licensed as a FMC Licensed Freight Forwarder by the Federal Maritime Commission.

 

Janel Corporation's headquarters is located in Lynbrook, New York and its common stock is listed on the OTCQB Bulletin Board under the symbol "JANL". Additional information on the Company is available on its website at http://www.janelgroup.net

 

Forward-Looking Statements

 

This press release includes statements that may constitute "forward-looking" statements, usually containing the words "believe," "estimate," "project," "intend," "expect" or similar expressions. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, the Company's dependence upon conditions in the air, ocean and land-based freight forwarding industry, the size and resources of many competitors, the need for the Company to effectively integrate acquired businesses and to successfully deliver its primary services, and other risks detailed in the Company's periodic report filings with the Securities and Exchange Commission, including its most recent Form 8-K, Form 10-Q and Form 10-K filings. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this release.

 

Contact:

 

Investor Relations

Janel Corporation

(718) 527-3800

IR@janelgroup.net