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): May 15, 2007
ABLEST INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
1-10893
|
|
65-0978462 |
(State or other jurisdiction
|
|
(Commission File Number)
|
|
(IRS Employer Identification No) |
of incorporation) |
|
|
|
|
|
|
|
1511 N. Westshore Blvd., Suite 900, Tampa, Florida
|
|
33607 |
(Address of principal executive offices)
|
|
(Zip Code) |
(Registrants telephone number, including area code): (813) 830-7700
Not Applicable
(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:
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 8.01. Other Events
On May 15, 2007, Lawrence W. Mandell, an alleged
shareholder of Ablest Inc. (the Company), filed a
lawsuit (Lawrence W. Mandell v. Ablest, Inc., et
al., Case No. 2958 (Chancery Court, New Castle
County, Delaware)) against the Company, the
Companys directors, Koosharem Corporation
(Koosharem) and Select Acquisition, Inc. (Select
Acquisition), on behalf of a putative class of the
Companys public shareholders. The Complaint
alleges breaches of fiduciary duty relating to the
adequacy of the Companys disclosures and
procedures in connection with the execution of the
Agreement and Plan of Merger, dated April 4, 2007,
by and among the Company, Koosharem and Select
Acquisition, pursuant to which Select Acquisition
will merge with and into the Company and Koosharem
will become the parent corporation of the Company
(the Proposed Transaction). The Complaint also alleges
generally that the merger consideration does not reflect the true
value of the Company. The lawsuit seeks,
among other things, injunctive relief, including
enjoining the Company from proceeding with the
Proposed Transaction and imposing a constructive
trust upon any benefits received by the Company or
its directors as a result of the Proposed
Transaction. The Company intends to vigorously
defend against the lawsuit.
2