-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NpUe0tddOEVyTTQXRFnvYoGqKoeyhdNr/3cZtnhuKoOzktBD4kG8T1cv6Eh5/jjp IoDXnHPKxZjJy/drNDZDoQ== 0000950144-08-001132.txt : 20080215 0000950144-08-001132.hdr.sgml : 20080215 20080215161243 ACCESSION NUMBER: 0000950144-08-001132 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080215 DATE AS OF CHANGE: 20080215 GROUP MEMBERS: ANDERSON MEDIA CORPORATION GROUP MEMBERS: CHARLES C. ANDERSON, JR. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Global Logistics Acquisition CORP CENTRAL INDEX KEY: 0001338401 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 432089172 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81635 FILM NUMBER: 08622885 BUSINESS ADDRESS: STREET 1: 330 MADISON AVENUE STREET 2: SIXTH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (646) 495-5155 MAIL ADDRESS: STREET 1: 330 MADISON AVENUE STREET 2: SIXTH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Global Logistics Acquisition CORP CENTRAL INDEX KEY: 0001338401 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 432089172 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 330 MADISON AVENUE STREET 2: SIXTH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (646) 495-5155 MAIL ADDRESS: STREET 1: 330 MADISON AVENUE STREET 2: SIXTH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 g11798sc13dza.htm CLARK HOLDINGS INC. SC 13D/A Clark Holdings Inc. SC 13D/A
Table of Contents

 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 3 )*

CLARK HOLDINGS INC.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
379414105
(CUSIP Number)
Charles C. Anderson, Jr.
c/o Anderson Media Corporation
6016 Brookvale Lane, Suite 151
Knoxville, Tennessee 37919
(865) 584-9765

- -with a copy to-
Elizabeth E. Moore, Esq.
Sherrard & Roe, PLC
424 Church Street, Suite 2000
Nashville, TN 37219
(615) 742-4200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 15, 2008
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 


Table of Contents

                     
CUSIP No.
 
379414105 
  Page  
  of   

 

           
1   NAMES OF REPORTING PERSONS:

Cherokee Capital Management, LLC, formerly Clark-GLAC Investment, LLC (See Item 2)
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   o 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  OO (See Item 3)
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Delaware
       
  7   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   3,680,000 (See Item 5)
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    3,680,000 (See Item 5)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  3,680,000
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  26.6%(1)
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  OO (See Item 2)
(1) Calculated based upon 13,820,276 shares of Issuer’s Common Stock outstanding as of February 12, 2008 as set forth in the Issuer’s Form 8-K filed with the Commission and dated February 12, 2008 (the “Form 8-K”).


Table of Contents

                     
CUSIP No.
 
379414105 
  Page  
  of   

 

           
1   NAMES OF REPORTING PERSONS:

Anderson Media Corporation (See Item 2)
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   o 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  OO (See Item 3)
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Delaware
       
  7   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   3,680,000 (See Item 5)
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    3,680,000 (See Item 5)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  3,680,000
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  26.6%(1)
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  CO (See Item 2)
(1) Calculated based upon 13,820,276 shares of Issuer’s Common Stock outstanding as of February 12, 2008 as set forth in the Issuer’s Form 8-K filed with the Commission and dated February 12, 2008 (the “Form 8-K”).


Table of Contents

                     
CUSIP No.
 
379414105 
  Page  
  of   

 

           
1   NAMES OF REPORTING PERSONS:

Charles C. Anderson, Jr. (See Item 2)
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   o 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  OO (See Item 3)
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  United States
       
  7   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   3,680,000 (See Item 5)
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    3,680,000 (See Item 5)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  3,680,000
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  26.6%(1)
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN (See Item 2)
(1) Calculated based upon 13,820,276 shares of Issuer’s Common Stock outstanding as of February 12, 2008 as set forth in the Issuer’s Form 8-K filed with the Commission and dated February 12, 2008 (the “Form 8-K”).


TABLE OF CONTENTS

Item 1. Security and Issuer
Item 3. Source and Amount of Funds or Other Consideration
Item 4. Purpose of Transaction
Item 5. Interest in Securities of the Issuer
SIGNATURE


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        Page  
  of   
Item 1. Security and Issuer
This Amendment No. 3 (this “Amendment No. 3”) amends the Schedule 13D (the “Schedule 13D”) filed with the Securities and Exchange Commission (the “SEC”) on February 1, 2008 relating to shares of Common Stock, par value $0.0001 per share (“Common Stock”), of Global Logistics Acquisition Corporation, a Delaware corporation (the “Issuer”). The address of the principal executive office of the Issuer is 330 Madison Avenue, Sixth Floor, New York, New York 10017. Unless specifically amended hereby, the disclosures set forth in the Schedule 13D remain unchanged.
All capitalized terms used, but not defined, in this Amendment No. 3 are defined in the Schedule 13D. The summary descriptions (if any) contained herein are qualified in their entirety by reference to the complete text of such agreements and documents filed as Exhibits hereto or incorporated herein by reference.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended by adding the following paragraph:
On February 11, 2008, pursuant to the Agreements referred to in the Schedule 13D and Amendment No. 1 to the Schedule 13D, Cherokee Capital Management, LLC (formerly Clark-GLAC Investment, LLC) received 480,000 shares of Common Stock (the “Additional Shares”) in consideration of the purchases made by Purchaser.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended by adding the following paragraphs:
Cherokee Capital Management, LLC received the 480,000 Additional Shares from certain Insiders of the Issuer as an inducement to purchase shares of the Issuer’s Common Stock as described in the Agreements referred to in Schedule 13D and Amendment No. 1 to the Schedule 13D.
Upon the Acquisition of the Additional Shares, Cherokee Capital Management, LLC beneficially owns, in the aggregate, approximately 26.6% of the voting power attached to the outstanding Common Stock.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended by replacing paragraphs (a) and (b) with the following:
(a)   As of the date of this report, the Reporting Persons may be deemed to beneficially own an aggregate of 3,680,000 shares of Common Stock, which, based on the Issuer’s disclosures in its Form 8-K, dated February 12, 2008 regarding the number of its issued and outstanding shares of Common Stock as of February 12, 2008, represents approximately 26.6% of the shares of the Issuer’s issued and outstanding Common Stock.
 
(b)   As of the date of this report, AMC, as the sole member of Cherokee Capital Management, LLC, shares with Cherokee Capital Management, LLC the power to vote and dispose, or direct the vote or disposition of, the 3,680,000 shares of Common Stock reported herein. As of the date of this report, Charles C. Anderson, Jr., the sole director of Cherokee Capital Management, LLC and the Chairman of the Board of Directors and the CEO of AMC, also shares with Cherokee Capital Management, LLC and AMC the power to vote and dispose, or direct the vote or disposition of, the 3,680,000 shares of Common Stock reported herein.

 


Table of Contents

                     
        Page  
  of   
SIGNATURE
     After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this Schedule 13D/A is true, complete and correct.
         
  CHEROKEE CAPITAL MANAGEMENT, LLC
 
 
  By:   /s/ David Thompson    
    Name:   David Thompson   
    Title:   Vice President   
 
    Date:   February 15, 2008   
 
  ANDERSON MEDIA CORPORATION
 
 
  By:   /s/ Jay Maier    
    Name:   Jay Maier   
    Title:   Chief Financial Officer   
 
    Date:   February 15, 2008   
 
     
  /s/ Charles C. Anderson, Jr.    
  Charles C. Anderson, Jr.   
 
  Date: February 15, 2008  
 

 

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