Sirva 8-K 2006
Washington, D.C. 20549
Date of Report (Date of earliest event reported): February 24, 2006
(Exact name of registrant as specified in its charter)
700 Oakmont Lane
(Registrants telephone number, including area code): (630) 570-3000
(Former name or former address, if changed from 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))
Item 8.01 Other Events.
On February 24, 2006, SIRVA, Inc. (SIRVA) announced that its wholly-owned subsidiary, Allied Freight Forwarding, Inc. (Allied Freight), had entered into a Plea Agreement (the Agreement) with the U.S. government, pursuant to which Allied Freight entered pleas of guilty to two counts of conspiracy to restrain trade, in violation of the Sherman Antitrust Act, 15 U.S.C §1. Pursuant to the Agreement, Allied Freight is required to pay a fine of $1,043,000 to the United States. SIRVA fully reserved for this fine in its 2004 financial statements. The Agreement resolves the criminal charges against Allied Freight related to the actions of certain former Allied Freight employees between April 2000 and October 2001.
Also on February 24, 2006, SIRVA announced that the Australian Competition and Consumer Commission decided not to take any further steps in an investigation concerning the moving operations conducted by SIRVA (Australia) Pty. Ltd. (SIRVA Australia), a former wholly-owned subsidiary of SIRVA. In connection with the November 30, 2005 sale of its Australian records management operations, SIRVA sold its ownership interest in SIRVA Australia, after it moved the moving services operations to SIRVA Pty. Ltd., which remains a wholly-owned subsidiary of SIRVA.
A copy of SIRVAs press release, dated February 24, 2006, which announced these matters, is attached hereto as Exhibit 99.1 and is incorporated herein by reference. A copy of the Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
SIRVA wishes to clarify two matters previously disclosed in its proxy statement, dated November 30, 2005, relating to its 2005 annual meeting of stockholders. First, SIRVA wishes to make clear that its corporate governance guidelines are available on its website and can be accessed at www.sirva.com by clicking on the link for Investors, followed by the link for Corporate Governance and then the link for Guidelines. Second, SIRVA wishes to make clear that Carl T. Stocker, SIRVA's Vice Chairman, presided at regularly scheduled executive sessions of the non-management directors until SIRVAs board of directors elected John R. Miller as Chairman on January 1, 2006. As an independent director, Mr. Miller will now preside over regularly scheduled meetings of the non-management directors.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
(b) Pro Forma Financial Information.
(c) Shell Company Transactions.
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 hereunto duly authorized.