|
Nevada
|
000-50485
|
74-2914331
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
5601
West Waco Drive, Waco, TX
|
76710
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
| · |
Elimination
of the financing condition to the obligation of NATL and Green to
effect
the Merger.
|
| · |
Extension
of the date to complete the Merger from July 31, 2006 to
November 30, 2006.
|
| · |
Approval
of the amendment of options to purchase the Company's common stock
held by
Robert V. Fasso, the Company's President and Chief Executive Officer,
so
that such options may be exercised after the consummation of the
Merger,
which eliminated the need for a Subscription Agreement with
Mr. Fasso.
|
| · |
Cancellation
of the options to purchase the Company's common stock held by Mr.
Moyes at
the effective time of the Merger.
|
| · |
Clarification
that certain pending litigation is not subject to the condition requiring
settlement within the Company's applicable insurance policy
limits.
|
| · |
Revision
of other provisions to correspond with these revisions to the Merger
Agreement.
|
| · |
Mr.
Fasso may acquire up to 504,000 shares of common stock of the corporation
surviving the Merger at the current exercise price of $1.35 per
share.
|
| · |
The
vesting of options
to
purchase 51,934 shares of common stock of the surviving corporation
will
accelerate
such that they will be exercisable at the effective time of the Merger,
with the remaining continuing
to
vest in accordance
with
their original vesting schedule unless Mr. Fasso’s employment is
terminated for any reason, voluntarily or involuntarily, or unless
there
is a sale of assets, a merger or a change in control, in which case
all of
his options will be fully-vested and exercisable on the termination
date.
|
| · |
Provisions
in Mr. Fasso's original option agreement relating to a
right of repurchase in the event of termination of employment and
a right
of first refusal prior to a public offering have been deleted since
they
are either no longer applicable or they are covered by a Stockholders'
Agreement to be executed by Mr. Fasso, Mr. Moyes, the Company, and
certain
other parties upon consummation of the Merger (the "Stockholders'
Agreement").
|
| · |
In
the event Mr. Moyes proposes to sell all or part of his shares of
common
stock of the surviving corporation, to a third party (specifically
excluding any affiliate of Mr. Moyes) then Mr. Moyes may require
Mr. Fasso
to have all or a portion of his vested options cancelled in exchange
for a
payment in cash by the third party pursuant to the Stockholders'
Agreement
on the same terms and conditions, including the per share price and
the
date of transfer, as is applicable to Mr.
Moyes.
|
| CENTRAL FREIGHT LINES, INC. | |||
|
Date:
|
September
19, 2006
|
By:
|
/s/ Jeff Hale |
|
Jeff
Hale
|
|||
|
Senior
Vice President and
|
|||
|
Chief
Financial Officer
|
|||