UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Nevada 000-25753 87-0449667
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(State or other jurisdiction (Commission File No.) (IRS Employer
or incorporation) Identification No.)
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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 (see General Instruction A.2. below):
[ ] 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Item 7.01 Regulation FD Disclosure
Effective October 21, 2006 Power2Ship, Inc. has changed its name to Fittipaldi Logistics, Inc. The corporate name change was brought about by a merger of a wholly-owned subsidiary into Power2Ship, Inc. with Power2Ship, Inc. surviving but renamed Fittipaldi Logistics, Inc. As a result of the name change, the trading symbol for the company's common stock which is quoted on the OTC Bulletin Board was changed from PWRI to FPLD, and the CUSIP number of its common stock was changed to 338200108. The name change does not affect the rights of the company's stockholders and current stockholders will not be required to turn in their Power2Ship stock certificates for new certificates. However, if any current stockholders desire to exchange their stock certificates for certificates that have the new corporate name and CUSIP number they may do so by mailing the certificate to the company's transfer agent, Madison Stock Transfer, Inc., 1688 East 16th Street, Brooklyn, New York 11229, telephone number is (718) 627-6341. Any costs associated with the exchange will be the responsibility of the stockholder.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
4.1 Articles of Merger between Power2Ship, Inc. and Fittipaldi
Logistics, Inc.
99.1 Press release dated October 23, 2006
99.2 Press release dated October 24, 2006
SIGNATURES
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.
FITTIPALDI LOGISTICS, INC.
Date: October 24, 2006 By: /s/ David S. Brooks
-------------------
David S. Brooks,
Chief Executive Officer
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EXHIBIT 4.1
DEAN HELLER
Secretary of State
204 North Carson Street, Suite I
Carson City, Nevada 89701-4299
(775) 684-5708
Website: secretaryofstate.biz
Articles of Merger
(PURSUANT TO NRS 92A.200)
ABOVE SPACE IS FOR
OFFICE USE ONLY
(Pursuant to Nevada Revised Statutes Chapter 92A)
(excluding 92A.200(4b))
1) Name and jurisdiction of organization of each constituent entity (NRS 92A.200). If there are more than four merging entities, check box [ ] and attach an 8 1/2" x 11" blank sheet containing the required information for each additional entity.
FITTIPALDI LOGISTICS, INC.
Name of merging entity NEVADA CORPORATION Jurisdiction Entity type * Name of merging entity Jurisdiction Entity type * Name of merging entity Jurisdiction Entity type * Name of merging entity Jurisdiction Entity type * and, POWER2SHIP, INC. Name of surviving entity NEVADA CORPORATION Jurisdiction Entity type * |
*Corporation, non-profit corporation, limited partnership, limited-liability company or business trust.
Filing Fee: $350.00
This form must be accompanied
by appropriate fees. Nevada Secretary of State AM Merger 2003
DEAN HELLER
Secretary of State
204 North Carson Street, Suite I
Carson City, Nevada 89701-4299
(775) 684-5708
Website: secretaryofstate.biz
Articles of Merger
(PURSUANT TO NRS 92A.200)
ABOVE SPACE IS FOR OFFICE USE ONLY
2) Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the survivor in the merger - NRS 92A.1 90):
Attn:
c/o:
3) (Choose one)
[X] The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200).
[X] The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180)
4) Owner's approval (NRS 92A.200)(options a, b, or c must be used, as applicable, for each entity) (if there are more than four merging entities, check box [ ] and attach an 8 1/2" x 11" blank sheet containing the required information for each additional entity):
(a) Owner's approval was not required from
FITTIPALDI LOGISTICS, INC.
Name of merging entity, if applicable
Name of merging entity, if applicable
Name of merging entity, if applicable
Name of merging entity, if applicable
and, or;
POWER2SHIP, INC.
Name of surviving entity, if applicable
This form must be accompanied
by appropriate fees. Nevada Secretary of State AM Merger 2003
DEAN HELLER
Secretary of State
204 North Carson Street, Suite I
Carson City, Nevada 89701-4299
(775) 684-5708
Website: secretaryofstate.biz
Articles of Merger
(PURSUANT TO NRS 92A.200)
ABOVE SPACE IS FOR OFFICE USE ONLY
(b) The plan was approved by the required consent of the owners of *:
Name of merging entity, if applicable
Name of merging entity, if applicable
Name of merging entity, if applicable
Name of merging entity, if applicable
and, or;
Name of surviving entity, if applicable
* Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merger.
This form must be accompanied
by appropriate fees. Nevada Secretary of State AM Merger 2003
DEAN HELLER
Secretary of State
204 North Carson Street, Suite I
Carson City, Nevada 89701-4299
(775) 684-5708
Website: secretaryofstate.biz
Articles of Merger
(PURSUANT TO NRS 92A.200)
ABOVE SPACE IS FOR OFFICE USE ONLY
(c) Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160):
The plan of merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation.
Name of merging entity, if applicable
Name of merging entity, if applicable
Name of merging entity, if applicable
Name of merging entity, if applicable
and, or;
Name of surviving entity, if applicable
This form must be accompanied
by appropriate fees. Nevada Secretary of State AM Merger 2003
DEAN HELLER
Secretary of State
204 North Carson Street, Suite I
Carson City, Nevada 89701-4299
(775) 684-5708
Website: secretaryofstate.biz
Articles of Merger
(PURSUANT TO NRS 92A.200)
ABOVE SPACE IS FOR OFFICE USE ONLY
5) Amendments, if any, to the articles or certificate of the surviving entity. Provide article numbers, if available. (NRS 92A.200)*:
ARTICLE 1: THE NAME OF THE CORPORATION IS FITTIPALDI LOGISTICS, INC.
6) Location of Plan of Merger (check a or b):
[ ] (a) The entire plan of merger is attached;
or,
[X] (b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the surviving entity (NRS 92A.200).
7) Effective date (optional)": 10/21/06
* Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. P lease entitle them "Restated" or "Amended and Restated," accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A.180 (merger of subsidiary into parent - Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed.
** A merger takes effect upon filing the articles of merger or upon a later date as specified in the articles, which must not be more than 90 days after the articles are fled (NRS 92A.240).
This form must be accompanied
by appropriate fees. Nevada Secretary of State AM Merger 2003
DEAN HELLER
Secretary of State
204 North Carson Street, Suite I
Carson City, Nevada 89701-4299
(775) 684-5708
Website: secretaryofstate.biz
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 6
ABOVE SPACE IS FOR OFFICE USE ONLY
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8) Signatures - Must be signed by:: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; A manager of each Nevada limited-liability company with managers or all the members if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)*
(If there are more than four merging entities, check box [_] and attach an 8 1/2" x 11" blank sheet containing the required information for each additional entity.):
FITTIPALDI LOGISTICS, INC.
Name of merging entity /s/ David Brooks CHIEF EXECUTIE OFFICER 10/10/06 ---------------- ---------------------- -------- Signature Title Date Name of merging entity Signature Title Date Name of merging entity Signature Title Date Name of merging entity Signature Title Date POWER2SHIP, INC. Name of merging entity /s/ David Brooks CHIEF EXECUTIVE OFFICER 10/10/06 ---------------- ----------------------- -------- Signature Title Date |
*The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed.
IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.
This form must be accompanied
by appropriate fees. Nevada Secretary of State AM Merger 2003
EXHIBIT 99.1
Power2Ship, Inc. Changes Name and Stock Symbol
Boca Raton, FL-October 23, 2006 -- Power2Ship, Inc. (OTC BB: PWRI) announced today that it changed its name to Fittipaldi Logistics, Inc. (OTC BB: FPLD), its new trading symbol is "FPLD" and its CUSIP number is 338200108. The old symbols, PWRI or PWRI.OB, are no longer valid. Power2Ship, Inc. will appear on MN1.com today for an exclusive interview at 1:30 pm CST.
The corporate name change was brought about by a merger of a wholly-owned subsidiary into Power2Ship, Inc. with Power2Ship, Inc. surviving but renamed Fittipaldi Logistics, Inc. The name change does not affect the rights of the company's stockholders and current stockholders will not be required to turn in their Power2Ship stock certificates for new certificates. However, if any current stockholders desire to exchange their stock certificates for certificates that have the new corporate name and CUSIP number, they may do so by mailing the certificate to the company's transfer agent, Madison Stock Transfer, Inc., 1688 East 16th Street, Brooklyn, New York 11229, telephone number is (718) 627-6341. Any costs associated with the exchange will be the responsibility of the stockholder.
About Fittipaldi Logistics, Inc.
Fittipaldi Logistics, Inc. is a technology company that specializes in providing pertinent, real-time information to the worldwide transportation and security industries. Our technology solutions collect vehicle-based data and integrate it with information gathered from various disparate legacy systems across the supply chain. The data is then synthesized and reformatted into valuable, actionable information, and delivered to appropriate end-users across the logistics value chain through secure web-based applications. Specific offerings include: vehicle tracking, inventory/asset visibility, secure trucking, matching available freight with available trucks, and many others. Additionally, Fittipaldi Logistics, through Fittipaldi Carriers, is an expanding freight transportation operation currently serving the southeastern United States.
This press release includes certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, but are not limited to, statements regarding our current business plans, strategies and objectives that involve risks and uncertainties that could cause actual results to differ materially from anticipated results. The forward-looking statements are based on our current expectations and what we believe are reasonable assumptions; however, our actual performance, results and achievements could differ materially from those expressed in, or implied by, these forward-looking statements. Factors, within and beyond our control, that could cause or contribute to such differences include, among others, the following: we have a history of losses and an accumulated deficit, expect losses to continue for the foreseeable future and will need to raise additional working capital in order to implement our business model and sustain our operations; the loss of one or more of our major customers could materially and adversely effect our future revenue and business operations; as well as those factors discussed under "Risk Factors" in our Annual Report on form 10-KSB filed on October 13, 2006 and various disclosures in other reports filed from time to time with the United States Securities and Exchange Commission.
For further information about Fittipaldi Logistics contact:
Richard Hersh, Chairman
(561) 998-7557 or (866) 998-7557
email: rhersh@emmologic.com
EXHIBIT 99.2
FITTIPALDI LOGISTICS, INC. (FPLD)
LEGENDARY RACING CHAMPION ENTERS GLOBAL LOGISTICS MARKET
BOCA RATON, FL - October 24, 2006 - As previously stated Power2Ship, Inc. has changed its name to Fittipaldi Logistics, Inc. and will now trade on the OTC BB under the symbol FPLD. This change is far reaching and signifies a new direction for the Company. Through this merger, the Company's new management immediately benefits from the worldwide fame and respect that the name Emerson Fittipaldi brings, and Mr. Fittipaldi's presence in the logistics and security markets gains the value of an application widely recognized as an industry leader. The union is reminiscent of the highly successful marriage of Hertz and Penske.
Emerson Fittipaldi has a long and varied history of success which has translated into enormous worldwide name recognition and brandability. Fittipaldi is the only driver in history to win two Indy 500s and two Formula One World Championships. His charismatic, accessible personality has made him an enormously successful corporate spokesman for such companies as Mercedes Benz, Michelin, Ericsson, and Office Depot, among others. Fittipaldi's holdings in Brazilian agriculture and fuels, as well as his real estate development ventures, have established him as an astute entrepreneur.
Emerson is not just a corporate spokesperson; rather he is taking a very active role in the organization. He commented, "I'm very excited about the enormous global potential for this business. Fittipaldi Logistics is a natural extension of my personal interests and background. I'm looking forward to being directly involved in making it a great success.".
David Brooks, CEO of the new company, remarked, "Emerson's reputation transcends racing, sports, and even national allegiances. By joining the Fittipaldi name with our world class logistics software, we feel our opportunities are almost limitless."
About Fittipaldi Logistics, Inc.
Fittipaldi Logistics, Inc. is a technology company that specializes in providing pertinent, real-time information to the worldwide transportation and security industries. Our technology solutions collect vehicle-based data and integrate it with information gathered from various disparate legacy systems across the supply chain. The data is then synthesized and reformatted into valuable, actionable information, and delivered to appropriate end-users across the logistics value chain through secure web-based applications. Specific offerings include: vehicle tracking, inventory/asset visibility, secure trucking, matching available freight with available trucks, and many others. Additionally, Fittipaldi Logistics, through Fittipaldi Carriers, is an expanding freight transportation operation currently serving the southeastern United States.
This press release includes certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, but are not limited to, statements regarding our current business plans, strategies and objectives that involve risks and uncertainties that could cause actual results to differ materially from anticipated results. The forward-looking statements are based on our current expectations and what we believe are reasonable assumptions; however, our actual performance, results and achievements could differ materially from those expressed in, or implied by, these forward-looking statements. Factors, within and beyond our control, that could cause or contribute to such differences include, among others, the following: we have a history of losses and an accumulated deficit, expect losses to continue for the foreseeable future and will need to raise additional working capital in order to implement our business model and sustain our operations; the loss of one or more of our major customers could materially and adversely effect our future revenue and business operations; as well as those factors discussed under "Risk Factors" in our Annual Report on form 10-KSB filed on October 13, 2006 and various disclosures in other reports filed from time to time with the United States Securities and Exchange Commission.
For further information about Fittipaldi Logistics contact
Investor Relations
(561) 998-7557 x301 or (866) 998-7557 x301
email: ir@emmologic.com