8-K 1 gform8k-23755.txt 8-K 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): MARCH 1, 2001 Dispatch Management Services Corp. -------------------------------------------------------------------------------- (Exact name of registrant specified in Charter) Delaware 0-23349 13-3967426 -------------------------------------------------------------------------------- (State or other (Commission (IRS Employee jurisdiction of File Number) Identification No.) incorporation) ----------------------------- 1981 Marcus Avenue, Suite C131, Lake Success, New York 11042 -------------------------------------------------------------------------------- (Address of principal executive offices) Zip Code REGISTRANT'S TELEPHONE, INCLUDING AREA CODE: (516) 326-9810 ----------------- (Former name and former address, if changed since last report) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS (a) On March 1, 2001, Dispatch Management Services Corp. and Dispatch Management Services of New York Corp. ("Sellers"), completed the sale of its New York City Business ("Business"), located at 65 West 36th Street, New York, New York to EarlyBird Delivery Systems, LLC. The disposition was made pursuant to the Asset Purchase Agreement dated as of March 1, 2001 for $2,874,000 less $274,000 for a promissory note which will be cancelled and $175,000 for a settlement agreement which will be forgiven. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (b) Pro Forma Financial Statements. The unaudited consolidated pro forma statements of operations for the nine months ended September 30, 2000 and for the year ended December 31, 1999 and an unaudited consolidated pro forma balance sheet at September 30, 2000, along with a description of all pro forma adjustments, are attached as pages 2 through 6. (c) Exhibit The following exhibit is filed with this report: (2) Asset Purchase Agreement dated as of March 1, 2001 UNAUDITED CONSOLIDATED PRO FORMA FINANCIAL DATA The unaudited consolidated pro forma statements of operations for the nine months ended September 30, 2000 and for the year ended December 31, 1999 give the effect to the disposition of the Business as if it had occurred on January 1, 1999. The unaudited consolidated pro forma balance sheet at September 30, 2000 gives effect to the disposition of the Business as if it had occurred on September 30, 2000. The following unaudited financial pro forma information should be read in conjunction with the consolidated financial statements and related footnotes included in the Company's Annual Report on Form 10-K for the year ended December 31, 1999 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2000. The following pro forma information is presented for illustrative purposes only and is not necessarily indicative of the future operating results or financial position. 2 DISPATCH MANAGEMENT SERVICES CORP. UNAUDITED CONSOLIDATED PRO FORMA BALANCE SHEET (DOLLARS IN THOUSANDS) SEPTEMBER 30, 2000

The accompanying notes are an integral part of these pro forma financial statements. 3 DISPATCH MANAGEMENT SERVICES CORP. UNAUDITED CONSOLIDATED PRO FORMA STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 ( DOLLARS IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)

The accompanying notes are an integral part of these pro forma financial statements. 4 DISPATCH MANAGEMENT SERVICES CORP. UNAUDITED CONSOLIDATED PRO FORMA STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1999 ( DOLLARS IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)

The accompanying notes are an integral part of these pro forma financial statements. 5 Notes to Unaudited Consolidated Pro Forma Financial Data Pro Forma Adjustments The following notes describe the adjustments found on the accompanying financial statements: Balance Sheet (1) The amounts included in the New York City Business ("Business") column reflect the historical assets and liabilities of the Business involved in the disposition. (2) The pro forma adjustments reflect the $1,385,000 increase in cash and cash equivalents and the $1,040,000 reduction in long-term debt on the disposition of the Business. Purchase price $2,874,000 Less: promissory note cancelled 274,000 settlement forgiven 175,000 ------------ Cash received 2,425,000 Repayment of debt 1,040,000 ------------ Increase in cash $1,385,000 (3) The pro forma adjustments reflect the loss of $24,000,000 on the sale of the Business. Statements of Operations (4) The amounts included in the New York City Business column reflect the historical activity of the Business involved in the disposition. (5) The pro forma adjustments represent the estimated reduction in interest expense as a result of long-term debt being reduced by $1,040,000. Interest expense was calculated using the weighted average interest rate (approximately 9.5%) on the long-term debt expected to be repaid. 6 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DISPATCH MANAGEMENT SERVICES CORP. By: /s/ --------------------- Name: Douglas Roth Title: Chief Financial Officer Dated: March 15, 2001 7

DISPATCH MANAGEMENT SERVICES CORP 8-K