UNITED STATES

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): June 21, 2019

 

  LANDSTAR, INC.  
  (Exact name of registrant as specified in its charter)  

 

Nevada   000-30542   86-0914051

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

ID Number)

 

101 J Morris Commons Lane, Suite 105

Morrisville, North Carolina 27560

(Address of principal executive offices)

 

Registrant’s telephone number, including area code (919) 585-6542

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
n/a   n/a   n/a

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company [X]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

 

 

     
 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On June 21, 2019, LandStar, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the Amendment and Forbearance Agreement dated June 19, 2019 by and between the Company and Blue Citi LLC (“Blue Citi”) regarding that certain Consolidated Note in the original principal amount of Eight Hundred Twenty-Nine Thousand Six Hundred Eighty Dollars ($829,680) dated September 30, 2018, with a maturity date of March 31, 2020 (the “Blue Citi Note”). Pursuant to the Amendment, Blue Citi can convert the Blue Citi Note into shares of the Company’s common stock only upon the earlier of (i) the date in February 2020 that is the two-year anniversary of the first loan made by Blue Citi to the Company, or (ii) any event of default under the Blue Citi Note. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, which is filed herewith as Exhibit 4.1 and incorporated herein by reference.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On June 21, 2019, the Company filed an amendment to its articles of incorporation to increase the total number authorized shares of the Company’s common stock, par value $0.001 per share, from 8,888,000,000 shares to 15,000,000,000 shares. A copy of the certificate of amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.

 

On June 24, 2019, acting in accordance with Article XII of the Bylaws of the Company, the board of directors of the Company unanimously resolved to amend and restate the Bylaws to, among other things, clarify certain corporate procedures and make certain other enhancements and technical changes. The changes effected by the amendment and restatement of the Company’s bylaws (the “Amended and Restated Bylaws”) include, without limitation, the following:

 

Extending the period for written notice of annual or special meetings of stockholders to not less than ten nor more than fifty days prior to the date of the meeting, from not less than fifteen nor more than forty-five;
Decreasing the threshold required to call a special meeting of the stockholders of the Company to holders of ten percent (10%) of the voting shares of the Company, from twenty-five percent (25%) of the voting shares of the Company;
Decreasing the threshold required to call a special meeting of the directors of the Company to allow such meeting to be called by the president or any director, from upon the call of the president or any two directors; and
Allowing for the amendment of the Amended and Restated Bylaws at any regular or special meeting of the stockholders if notice of the proposed alteration or amendment is contained in the notice of the meeting, in addition to allowing amendment by the board of directors.

 

The summary of the principal changes reflected in the Amended and Restated Bylaws contained herein is qualified in its entirety by the full text of the Amended and Restated Bylaws, filed herewith as Exhibit 3.2 and incorporated herein by reference.

 

Item 8.01. Other Events.

 

On June 26, 2019, the Company issued a press release announcing that it signed a non-binding letter of intent with DMBGroup, LLC (“DMB”) to acquire certain assets of DMB. A copy of the press release is included herewith as Exhibit 99.1 and the information in the press release is incorporated by reference into this Item 8.01.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

 

Description

   
3.1   Certificate of Amendment to Amended and Restated Articles of Incorporation
3.2   Amended and Restated Bylaws of LandStar, Inc.
4.1   Amendment to Amendment and Forbearance Agreement, dated June 21, 2019, by and between LandStar, Inc. and Blue Citi LLC
99.1  

P ress release

 

     
 

 

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 hereunto duly authorized.

 

  LANDSTAR, INC.
   
Date: June 26, 2019 /s/ Jason Remillard
  Jason Remillard
  President and Chief Executive Officer

 

     
 

 

 

     
 

 

 

AMENDED AND RESTATED

 

BYLAWS

 

OF

 

LANDSTAR, INC.

 

I. OFFICES

 

The principal office for the transaction of business of the Corporation shall be fixed or may be changed by approval of a majority of the authorized Directors, and additional offices may be established and maintained at such other place or places as the Board of Directors may from time to time designate.

 

II. STOCKHOLDERS’ MEETINGS.

 

.01 Annual Meetings.

 

The annual meeting of the stockholders of this Corporation, for the purpose of election of Directors and for such other business as may come before it, shall be held at such dates, times and places, within or without the State of Nevada, as shall be determined by the Board of Directors or the president of the Corporation and as shall be stated in the notice of the meeting or in waivers of notice thereof. If the place of any meeting is not so fixed, it shall be held at the registered office of the Corporation in the State of Nevada.

 

.02 Special Meeting.

 

Special meetings of the stockholders of this Corporation may be called at any time by the holders of ten percent (10%) of the voting shares of the Corporation, or by the president, or by the Board of Directors or a majority thereof. No business shall be transacted at any special meeting of stockholders except as is specified in the notice calling for said meeting. The Board of Directors may designate any place, either within or without the State of Nevada, as the place of any special meeting called by the president or the Board of Directors, and special meetings called at the request of stockholders shall be held at such place in the State of Nevada, as may be determined by the Board of Directors and placed in the notice of such meeting.

 

.03 Notice of Meeting.

 

Written notice of annual or special meetings of stockholders stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be given by the secretary or persons authorized to call the meeting to each stockholder of record entitled to vote at the meeting. Such notice shall be given not less than ten (10) nor more than fifty (50) days prior to the date of the meeting, and such notice shall be deemed to be delivered when deposited in the United States mail addressed to the stockholder at his or her address as it appears on the stock transfer books of the Corporation.

 

     
 

 

.04 Waiver of Notice.

 

Notice of the time, place, and purpose of any meeting may be waived in writing and will be waived by any stockholder by his or her attendance thereat in person or by proxy. Any stockholder so waiving shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

 

.05 Quorum and Adjourned Meetings.

 

A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders. A majority of the shares represented at a meeting, even if less than a quorum, may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

 

.06 Proxies.

 

At all meetings of stockholders, a stockholder may vote by proxy executed in writing by the stockholder or by his or her duly authorized attorney in fact. Such proxy shall be filed with the secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

 

.07 Voting of Shares.

 

Except as otherwise provided in the Articles of Incorporation or in these Bylaws, every stockholder of record shall have the right at every stockholder’s meeting to one (1) vote for every share standing in his or her name on the books of the Corporation, and the affirmative vote of a majority of the shares represented at a meeting and entitled to vote thereat shall be necessary for the adoption of a motion or for the determination of all questions and business which shall come before the meeting.

 

III. DIRECTORS.

 

.01 General Powers.

 

The business and affairs of the Corporation shall be managed by its Board of Directors.

 

.02 Number, Tenure and Qualifications.

 

The number of Directors of the Corporation shall be not less than one nor more than fifteen. Each Director shall hold office until the next annual meeting of stockholders and until his or her successor shall have been elected and qualified. Directors need not be residents of the State of Nevada or stockholders of the Corporation.

 

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.03 Election.

 

The Directors shall be elected by the stockholders at their annual meeting each year; and if, for any cause the Directors shall not have been elected at an annual meeting, they may be elected at a special meeting of stockholders called for that purpose in the manner provided by these Bylaws.

 

.04 Vacancies.

 

In case of any vacancy in the Board of Directors, the remaining Directors, whether constituting a quorum or not, may elect a successor to hold office for the unexpired portion of the terms of the Directors whose place shall be vacant, and until his or her successor shall have been duly elected and qualified. Further, the remaining Directors may fill any empty seats on the Board of Directors even if the empty seats have never been occupied.

 

.05 Resignation.

 

Any Director may resign at any time by delivering written notice to the secretary of the Corporation.

 

.06 Meetings.

 

At any annual, special or regular meeting of the Board of Directors, any business may be transacted, and the Board of Directors may exercise all of its powers. Any such annual, special or regular meeting of the Board of Directors of the Corporation may be held outside of the State of Nevada, and any member or members of the Board of Directors of the Corporation may participate in any such meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time; the participation by such means shall constitute presence in person at such meeting.

 

A. Annual Meeting of Directors.

 

Annual meetings of the Board of Directors shall be held immediately after the annual stockholders’ meeting or at such time and place as may be determined by the Directors. No notice of the annual meeting of the Board of Directors shall be necessary.

 

B. Special Meetings.

 

Special meetings of the Directors shall be called at any time and place upon the call of the president or any Director. Notice of the time and place of each special meeting shall be given by the secretary, or the persons calling the meeting, by mail, radio, telegram, or by personal communication by telephone or otherwise at least one (1) day in advance of the time of the meeting. The purpose of the meeting need not be given in the notice. Notice of any special meeting may be waived in writing or by telegram (either before or after such meeting) and will be waived by any Director in attendance at such meeting.

 

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C. Regular Meetings of Directors.

 

Regular meetings of the Board of Directors shall be held at such place and on such day and hour as shall from time to time be fixed by resolution of the Board of Directors. No notice of regular meetings of the Board of Directors shall be necessary.

 

.07 Quorum and Voting.

 

A majority of the Directors presently in office shall constitute a quorum for all purposes, but a lesser number may adjourn any meeting, and the meeting may be held as adjourned without further notice. At each meeting of the Board of Directors at which a quorum is present, the act of a majority of the Directors present at the meeting shall be the act of the Board of Directors. The Directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Directors to leave less than a quorum.

 

.08 Compensation.

 

By resolution of the Board of Directors, the Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.

 

.09 Presumption of Assent.

 

A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

 

.10 Executive and Other Committees.

 

The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees, each of which, to the extent provided in such resolution, shall have and may exercise all the authority of the Board of Directors, but no such committee shall have the authority of the Board of Directors, in reference to amending the Articles of Incorporation, adoption of a plan of merger or consolidation, recommending to the stockholders the sale, lease, exchange, or other disposition of all or substantially all of the property and assets of or the dissolution of the Corporation or a revocation thereof. Designation of any such committee and the delegation thereto of authority shall not operate to relieve any member of the Board of Directors of any responsibility imposed by law.

 

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.11 Chairman of Board of Directors.

 

The Board of Directors may, in its discretion, elect a chairman of the Board of Directors from its members; and, if a chairman has been elected, he or she shall, when present, preside at all meetings of the Board of Directors and the stockholders and shall have such other powers as the Board of Directors may prescribe.

 

.12 Removal.

 

Directors may be removed from office with or without cause by a vote of stockholders holding a majority of the shares entitled to vote at an election of Directors.

 

IV. ACTIONS BY WRITTEN CONSENT.

 

Any corporate action required by the Articles of Incorporation, Bylaws, or the laws under which this Corporation is formed, to be voted upon or approved at a duly called meeting of the Directors or stockholders may be accomplished without a meeting if a written memorandum of the respective Directors or stockholders, setting forth the action so taken, shall be signed by all the Directors or stockholders holding a majority of the voting capital stock (or, if different, the proportion of voting power required to take the action at a meeting of stockholders), as the case may be.

 

V. OFFICERS.

 

.01 Officers Designated.

 

The Officers of the Corporation shall be a president, one or more vice presidents (the number thereof to be determined by the Board of Directors), a secretary and a treasurer, each of whom shall be elected by the Board of Directors. Such other Officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any office may be held by the same person, except that in the event that the Corporation shall have more than one Director, the offices of president and secretary shall be held by different persons.

 

.02 Election, Qualification and Term of Office.

 

Each of the Officers shall be elected by the Board of Directors. None of said Officers except the president need be a Director, but a vice president who is not a Director cannot succeed to or fill the office of president. The Officers shall be elected by the Board of Directors. Except as hereinafter provide, each of said Officers shall hold office from the date of his or her election until the next annual meeting of the Board of Directors and until his or her successor shall have been duly elected and qualified.

 

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.03 Powers and Duties.

 

The powers and duties of the respective corporate Officers shall be as follows:

 

A. President.

 

The president shall be the chief executive officer of the Corporation and, subject to the direction and control of the Board of Directors, shall have general charge and supervision over its property, business, and affairs. He or she shall, unless a Chairman of the Board of Directors has been elected and is present, preside at meetings of the stockholders and the Board of Directors.

 

B. Vice President.

 

In the absence of the president or his or her inability to act, the senior vice president shall act in his place and stead and shall have all the powers and authority of the president, except as limited by resolution of the Board of Directors.

 

C. Secretary.

 

The secretary shall:

 

  1. Keep the minutes of the stockholders’ meetings and of the Board of Directors meetings in one or more books provided for that purpose;
     
  2. See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;
     
  3. Be custodian of the corporate records and of the seal of the Corporation and affix the seal of the Corporation to all documents as may be required;
     
  4. Keep a register of the post office address of each stockholder which shall be furnished to the secretary by such stockholder;
     
  5. Sign with the president, or a vice president, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors;
     
  6. Have general charge of the stock transfer books of the Corporation; and
     
  7. In general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the president or by the Board of Directors.

 

D. Treasurer.

 

Subject to the direction and control of the Board of Directors, the treasurer shall have the custody, control and disposition of the funds and securities of the Corporation and shall account for the same; and, at the expiration of his or her term of office, he or she shall turn over to his or her successor all property of the Corporation in his or her possession.

 

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E. Assistant Secretaries and Assistant Treasurers.

 

The assistant secretaries, when authorized by the Board of Directors, may sign with the president or a vice president certificates for shares of the Corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The assistant treasurers shall, respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or the treasurer, respectively, or by the president or the Board of Directors.

 

.04 Removal.

 

The Board of Directors shall have the right to remove any Officer whenever in its judgment the best interest of the Corporation will be served thereby.

 

.05 Vacancies.

 

The Board of Directors shall fill any office which becomes vacant with a successor who shall hold office for the unexpired term and until his or her successor shall have been duly elected and qualified.

 

.06 Salaries.

 

The salaries of all Officers of the Corporation shall be fixed by the Board of Directors.

 

VI. SHARE CERTIFICATES

 

.01 Form and Execution of Certificates.

 

Certificates for shares of the Corporation shall be in such form as is consistent with the provisions of the Corporation laws of the State of Nevada. They shall be signed by the president and by the secretary, and the seal of the Corporation shall be affixed thereto. Certificates may be issued for fractional shares.

 

.02 Transfers.

 

Shares may be transferred by delivery of the certificates therefor, accompanied either by an assignment in writing on the back of the certificates or by a written power of attorney to assign and transfer the same signed by the record holder of the certificate. Except as otherwise specifically provided in these Bylaws, no shares shall be transferred on the books of the Corporation until the outstanding certificate therefor has been surrendered to the Corporation.

 

.03 Loss or Destruction of Certificates.

 

In case of loss or destruction of any certificate of shares, another may be issued in its place upon proof of such loss or destruction and upon the giving of a satisfactory bond of indemnity to the Corporation. A new certificate may be issued without requiring any bond, when in the judgment of the Board of Directors it is proper to do so.

 

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VII. BOOKS AND RECORDS.

 

.01 Books of Accounts, Minutes and Share Register.

 

The Corporation shall keep complete books and records of accounts and minutes of the proceedings of the Board of Directors and stockholders and shall keep at its registered office, principal place of business, or at the office of its transfer agent or registrar a share register giving the names of the stockholders in alphabetical order and showing their respective addresses and the number of shares held by each.

 

.02 Copies of Resolutions.

 

Any person dealing with the Corporation may rely upon a copy of any of the records of the proceedings, resolutions, or votes of the Board of Directors or stockholders, when certified by the president or secretary.

 

VIII. CORPORATE SEAL.

 

The Corporation is not required to have a corporate seal.

 

IX. LOANS.

 

No loans shall be made by the Corporation to its Officers or Directors.

 

X. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

 

.01 Indemnification.

 

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a Director, trustee, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, trustee, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgment, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

 

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.02 Derivative Action.

 

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in the Corporation’s favor by reason of the fact that such person is or was a Director, trustee, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, trustee, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees) and amount paid in settlement actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to amounts paid in settlement, the settlement of the suit or action was in the best interests of the Corporation; provided, however, that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for gross negligence or willful misconduct in the performance of such person’s duty to the Corporation unless and only to the extent that, the court in which such action or suit was brought shall determine upon application that, despite circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper. The termination of any action or suit by judgment or settlement shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation.

 

.03 Successful Defense.

 

To the extent that a Director, trustee, Officer, employee or agent of the Corporation has been successful on the merits or otherwise, in whole or in part in defense of any action, suit or proceeding referred to in Paragraphs .01 and .02 above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

 

.04 Authorization.

 

Any indemnification under Paragraphs .01 and .02 above (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, trustee, Officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Paragraphs .01 and .02 above. Such determination shall be made (a) by the Board of Directors of the Corporation by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, by a majority vote of the Directors who were not parties to such action, suit or proceeding, or (c) by independent legal counsel (selected by one or more of the Directors, whether or not a quorum and whether or not disinterested) in a written opinion, or (d) by the stockholders. Anyone making such a determination under this Paragraph .04 may determine that a person has met the standards therein set forth as to some claims, issues or matters but not as to others, and may reasonably prorate amounts to be paid as indemnification.

 

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.05 Advances.

 

Expenses incurred in defending civil or criminal action, suit or proceeding shall be paid by the Corporation, at any time or from time to time in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in Paragraph .04 above upon receipt of an undertaking by or on behalf of the Director, trustee, Officer, employee or agent to repay such amount if it is ultimately determined by a court of competent jurisdiction that such person is not entitled to be indemnified by the Corporation.

 

.06 Nonexclusivity.

 

The indemnification provided in this Section shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any law, bylaw, agreement, vote of stockholders or disinterested Directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, trustee, Officer, employee or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

 

.07 Insurance.

 

The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director, trustee, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, trustee, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability assessed against such person in any such capacity or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability.

 

.08 “Corporation” Defined.

 

For purposes of this Section, references to the “Corporation” shall include, in addition to the Corporation, a constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had the power and authority to indemnify its Directors, trustees, Officers, employees or agents, so that any person who is or was a Director, trustee, Officer, employee or agent of such constituent corporation or of any entity a majority of the voting stock of which is owned by such constituent corporation or is or was serving at the request of such constituent corporation as a Director, trustee, Officer, employee or agent of the corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section with respect to the resulting or surviving Corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

 

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XI. AMENDMENT OF BYLAWS.

 

.01 By the Stockholders.

 

These Bylaws may be amended, altered, or repealed at any regular or special meeting of the stockholders if notice of the proposed alteration or amendment is contained in the notice of the meeting.

 

.02 By the Board of Directors.

 

These Bylaws may be amended, altered, or repealed by the affirmative vote of a majority of the entire Board of Directors at any regular or special meeting of the Board of Directors.

 

XII. FISCAL YEAR.

 

The fiscal year of the Corporation shall be set by resolution of the Board of Directors.

 

XIII. RULES OF ORDER.

 

The rules contained in the most recent edition of Robert’s Rules of Order, Newly Revised, shall govern all meetings of stockholders and Directors where those rules are not inconsistent with applicable law, the Articles of Incorporation, Bylaws, or special rules or order of the Corporation.

 

XIV. REIMBURSEMENT OF DISALLOWED EXPENSES.

 

If any salary, payment, reimbursement, employee fringe benefit, expense allowance payment, or other expense incurred by the Corporation for the benefit of an employee is disallowed in whole or in part as a deductible expense of the Corporation for federal income tax purposes, the employee shall reimburse the Corporation, upon notice and demand, to the full extent of the disallowance. This legally enforceable obligation is in accordance with the provisions of Revenue Ruling 69-115, 1969-1 C.B. 50, and is for the purpose of entitling such employee to a business expense deduction for the taxable year in which the repayment is made to the Corporation. In this manner, the Corporation shall be protected from having to bear the entire burden of disallowed expense items.

 

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LANDSTAR INC. ANNOUNCES INTENT TO ACQUIRE DATAEXPRESS™ - SECURE, MANAGED FILE TRANSFER PLATFORM

 

Global leading purveyor of Secure Data Transport services joins Data443 team to enable Data Privacy, Governance and Compliance

 

RALEIGH, N.C., June 26, 2019 (GLOBE NEWSWIRE) - LandStar, Inc. (OTCPK: LDSR) (“LandStar” or the “Company”), the parent company of Data443 Risk Mitigation, Inc. (“Data443”), a leading data security and privacy software company, today announced it has signed a letter of intent to acquire the assets of secure, managed file transfer leader, DataExpress.

 

Key Takeaways:

 

  On-premise and cloud/SaaS-based industry leading data encryption and transport solution
  Expanded customer base and access to top-notch development and support staff
  Major requirement for data privacy laws such as the GDPR and CCPA
  Mandatory capability for all corporate, government and healthcare data transfer and sharing requirements
  Accretive acquisition delivers over $1.4 million in revenues and in excess of $0.8 million of cash flows
  Total deal valued at $2.7 million in cash and stock

 

For 28 years, DataExpress has provided products and capabilities to the retail and financial services industries that ensure data security, privacy and efficiency across both private and public networks. Their industry leading, on-premise HPE™ Integrity Nonstop-based DataExpress for NonStop and the cloud-based SaaS product DataExpress Open Platform - both schedule, route, format, securely transfer and track all forms of data at every step of the process. DataExpress products are responsible for moving increasingly more terabytes a day for leading banks, insurance, retail and utilities providers, and is well positioned for healthcare, telecom and media environments. Data transferred continues to increase in volume, risk, sensitivity and overall value to the organizations.

 

“This asset acquisition is a foundational expansion of Data443’s current product suite as it provides critical core capabilities of protection for an organization’s data, even while in transit. This is a major milestone that proactive companies must take in ensuring compliance with regulations like GDPR, CCPA, HIPAA and others,” said Jason Remillard, CEO of LandStar, Inc. and founder of Data443. “As we evaluated DataExpress, we were closely considering how this asset acquisition could advance our market position, expand our customer base and ensure aggressive accretive growth. The DataExpress asset acquisition is yet another milestone in delivering Data443’s vision of a complete data privacy, security and governance ecosystem that is unique and unrivalled in the marketplace.”

 

 
 

 

The sensitive data and file transfer market continues to rapidly expand and is anticipated to grow to $2.3B by 2026 with a CAGR of 7.9% according to Transparency Market Research. Factors contributing to the explosive market growth include global data security regulations and escalating sophistication of malicious attacks on vulnerable endpoints, devices and networks. This growth is supported by the entrance of major players in the file and data transfer space including Dropbox, Microsoft OneDrive, Google Drive and Box. Grabbing additional market share from incumbents like Barracuda, SolarWinds and Ipswitch will be accelerated by the addition of data privacy and governance capabilities delivered by Data443’s combined product suite.

 

“The sensitive data and file transfer market has grown exponentially over the last five years and that has prompted customers to demand more comprehensive, end-to-end data security solutions. We knew it would be a game-changer for our customers when DataExpress products were paired with the existing market-leading suite of Data443’s data security solutions like ArcMail, Araloc and Classidocs,” added Billy Whittington, co-founder and CEO of DataExpress. “Adding privacy discovery, archiving, remediation, retention management, secure DRM and classification capabilities to our large existing connector framework greatly expands the offerings for our clients – and enables a significant differentiator for Data443.”

 

The Company plans to immediately offer the product to its existing customer base which numbers in the hundreds. Additionally, its global 45+ partners and distributors will be trained and certified on the new platform. Product integration with Classidocs, ARALOC and Arcmail will commence immediately, as will bundling with our hybrid cloud appliances and existing SaaS offerings.

 

As the Company completes its due diligence and final integration planning – further announcements will be made. The deal is expected to close during the third quarter of 2019.

 

About LandStar, Inc.

 

LandStar, Inc. ( OTCPK: LDSR ), through its wholly owned subsidiary DATA443 Risk Mitigation, Inc., enables secure data – across local devices, network, cloud, and databases – at rest and in flight. Its suite of products and services is highlighted by: (i) ArcMail, which is a leading provider of simple, secure and cost-effective email and enterprise archiving and management solutions; (ii) ARALOC™, which is a market leading secure, cloud-based platform for the management, protection and distribution of digital content to the desktop and mobile devices, which protects an organization’s confidential content and intellectual property assets from leakage — malicious or accidental — without impacting collaboration between all stakeholders; (iii) ClassiDocs™, the Company’s award-winning data classification and governance technology, which supports CCPA, LGPD and GDPR compliance; (iv) ClassiDocs for Blockchain, which provides an active implementation for the Ripple XRP that protects blockchain transactions from inadvertent disclosure and data leaks; (v) the WordPress GDPR Framework with over 20,000 active users enables organizations of all sizes to comply with the GDPR and other privacy frameworks; (vi) The Virtual Data Protection Officer program that offers a turnkey and outsourced DPO capability for smaller organizations; and, (vii) Data443™ Privacy Manager which enables the full lifecycle of Data Privacy Access Requests, Remediation, Monitoring and Reporting. For more information, please visit http://www.data443.com .

 

 
 

 

Forward-Looking Statements

 

The statements contained in this release that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Words such as “may,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursuant,” “target,” “continue,” and similar expressions are intended to identify such forward-looking statements. The statements in this press release that are not historical statements, including statements regarding LandStar’s plans, objectives, future opportunities for LandStar’s services, future financial performance and operating results and any other statements regarding LandStar’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts, are forward-looking statements within the meaning of the federal securities laws. These statements are not guarantees of future performance and are subject to numerous risks, uncertainties, and assumptions, many of which are beyond LandStar’s control, and which could cause actual results to differ materially from the results expressed or implied by the statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict, and include, without limitation, results of litigation, settlements and investigations; actions by third parties, including governmental agencies; volatility in customer spending; global economic conditions; ability to hire and retain personnel; loss of, or reduction in business with, key customers; difficulty with growth and integration of acquisitions; product liability; cybersecurity risk; and, anti-takeover measures in our charter documents. These and other important risk factors are described more fully in our reports and other documents filed with the Securities and Exchange Commission (“the SEC”), including under “Part I, Item 1A. Risk Factors”, in our Registration Statement on Form 10 filed with the SEC on January 11, 2019. Any forward-looking statement is made only as of the date of which such statement is made. Except as otherwise required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events, or otherwise.

 

Data443™, ClassiDocs™, ARALOC™ are registered trademarks of Data443 Risk Mitigation, Inc.

 

All product names, trademarks and registered trademarks are property of their respective owners. All company, product and service names used in this website are for identification purposes only. Use of these names, trademarks and brands does not imply endorsement.

 

All other trademarks cited herein are the property of their respective owners.

 

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Investor Relations Contact:

 

Matthew Abenante

Porter, LeVay & Rose, Inc.

data443@plrinvest.com

212.564.4700

 

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