UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 17, 2006
Stonepath Group, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-16105
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65-0867684 |
(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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2200 Alaskan Way, Suite 200
Seattle, Washington
(Address of Principal Executive Offices)
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98121
(Zip Code) |
Registrant’s telephone number, including area code: (206) 336-5400
(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 (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On November 17, 2006, Stonepath Holdings (Hong Kong) Limited (“Stonepath Holdings”), a wholly-owned
subsidiary of Stonepath Group, Inc. (the “Company”), entered into a Debt Restructuring Agreement
(the “Agreement”) with SBI Brightline, LLC, a Delaware limited liability company (“SBI”) and Hong
Kong League Central Credit Union, a Hong Kong credit union (“HKCCLU,” together with SBI, the
“Subscribers”), pursuant to which, among other things, Stonepath Holdings agreed to issue secured
notes to the Subscribers in the aggregate principal amount of $7,030,000 (the “Notes”) in exchange
for the release by the Subscribers of all claims of indebtedness against Stonepath Holdings in the
aggregate amount of $7,030,000 (the “Indebtedness”).
In accordance with the Agreement, on November 17, 2006 (the “Issue Date”), Stonepath Holdings
issued the Notes to the Subscribers pursuant to an Instrument (the “Instrument”) with and on the
terms and conditions set forth in the Instrument. The Notes bear interest from the Issue Date at
11% per annum and mature June 30, 2008 (the “Maturity Date”). Interest on the Notes is payable
monthly in arrears in cash commencing on November 30, 2006 (each date of payment, a “Payment
Date”); provided that, for the first four months from the Issue Date, the payment of interest is
restricted to 5.5% per annum with the remaining 5.5% per annum to be deferred until the fourth
Payment Date. At its option, Stonepath Holdings may prepay the Notes without penalty. The Notes
shall become immediately due and payable upon the occurrence of an event of a default under the
Instrument.
The Notes are secured by the shares of Stonepath Holdings pursuant to a share charge between the
Company and SBI dated December 15, 2007 (the “Company Share
Charge”) and the shares of certain subsidiaries of
Stonepath Holdings pursuant to share charges between Stonepath Holdings and SBI dated
November 17, 2006, December 28, 2006 and December 28,
2006 (the “HK Share Charge,” the
“Malaysia Share Charge” and the “Singapore Share
Charge” respectively). The collateralization of certain
additional shares held by Stonepath Holdings contemplated by the
Agreement and Instrument has not yet been completed.
The foregoing description of the Agreement, the Instrument, the Company Share Charge, the HK Share
Charge, the Malaysia Share Charge and the Singapore Share Charge does not
purport to be complete and is qualified in its entirety by reference to the Agreement, the
Instrument, the Company Share Charge, the HK Share Charge, the Malaysia Share
Charge and the Singapore Share Charge, copies of which are filed herewith as Exhibits 10.1, 10.2,
10.3, 10.4, 10.5 and 10.6, respectively, and are incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement or a Registrant.
The information provided in Item 1.01 above regarding the Company’s direct financial obligations is
incorporated by reference in this Item 2.03.
Item 5.02. Departure of Director.
Rob McCord resigned his position as director of the Company effective January 30, 2007. Subsequent
to Mr. McCord’s resignation, there have been additional changes in the composition of the Company’s
Board of Directors, as disclosed under Item 5.02 in the Current Report on Form 8-K filed by the
Company with the Securities and Exchange Commission on February 15, 2007.
Item 9.01. Financial Statements and Exhibits.
(d)