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): ~~September~~November 303, 2011

CLARK HOLDINGS INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-32735	43-2089172
(State or Other Jurisdiction	(Commission	(IRS ~~Employer~~Emplo
of Incorporation)	File Number)	Identification No.)
121 New York Avenue, Trenton, New Jersey		08638
(Address of Principal Executive Offices)		(Zip Code)

(609) 396-1100

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since 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 (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

xo Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

1Introductory Note

As previously publicly disclosed, on September 1, 2011, Clark Holdings Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Gores Logistics Holdings, LLC (“Gores Logistics”), an affiliate of The Gores Group, LLC, and Gores Logistics Sub, Inc., a wholly owned subsidiary of Gores Logistics (“Merger Sub”). On November 3, 2011, the Company’s stockholders adopted the Merger Agreement at a special meeting held for such purpose and, on November 4, 2011, upon the terms and subject to the conditions of the Merger Agreement, Merger Sub was merged with and into the Company, and the Company, as the surviving corporation in the merger, became a wholly owned subsidiary of Gores Logistics. Pursuant to the terms of the Merger Agreement, at the effective time of the merger, each issued and outstanding share of the Company’s common stock, other than treasury shares, shares held by Gores Logistics, Merger Sub or any other direct or indirect wholly owned subsidiary of Gores Logistics or the Company and shares held by stockholders who perfected their appraisal rights in accordance with the General Corporation Law of the State of Delaware, were converted into the right to receive $0.46 in cash, without interest and less any applicable withholding taxes (the “Merger Consideration”).

Item 1.02.

Termination of a Material Definitive Agreement.

Simultaneously with the merger, the Company terminated the credit agreement, dated as of March 5, 2010, by and among Cole Taylor Bank and the Company, The Clark Group, Inc., Clark Distribution Systems, Inc., Highway Distribution Systems, Inc., Clark Worldwide Transportation, Inc. and Evergreen Express Lines, Inc. In connection with the termination of the credit agreement, Gores Logistics repaid the balance of the Company’s outstanding loans from Cole Taylor Bank and paid prepayment and success fees to Cole Taylor Bank in the amount of $110,000. The credit agreement had provided for a revolving credit facility of up to $6,000,000, with a $1,000,000 sublimit for letters of credit.

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As a result of the merger, at the close of business on November 4, 2011, the Company’s common stock ceased trading on the NYSE Amex, LLC (the “NYSE Amex”) and, at the Company’s request, the NYSE Amex filed with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, or Form 25, to delist the Company’s common stock from the NYSE Amex and deregister the Company’s common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company expects to file with the SEC a Certification and Notice of Termination of Registration Under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under Sections 13 and 15(d) of the Securities Exchange Act of 1934, or Form 15, whereupon the Company’s reporting obligations under Sections 13 and 15 of the Exchange Act will be suspended.

Item 3.03.

Material Modification to Rights of Security Holders.

At the effective time of the merger on November 4, 2011, pursuant to the terms of the Merger Agreement, each issued and outstanding share of the Company’s common stock, other than treasury shares, shares held by Gores Logistics, Merger Sub or any other direct or indirect wholly owned subsidiary of Gores Logistics or the Company and shares held by stockholders who perfected their appraisal rights in accordance with the General Corporation Law of the State of Delaware, was converted into the right to receive the Merger Consideration. In addition, pursuant to the Merger Agreement, at the effective time of the merger on November 4, 2011:

The Company’s certificate of incorporation, as amended, was amended and restated to read in its entirety as the certificate of incorporation of Merger Sub in effect immediately prior to the effective time, except that the name of the company set forth therein became “Clark Holdings Inc.” (the “Amended Certificate of Incorporation”). The Amended Certificate of Incorporation reflects, among other things, changes to reduce the number of shares of common stock the Company is authorized to issue and to remove the authority to issue preferred stock.

The bylaws of Merger Sub, as in effect immediately prior to the effective time, became the bylaws of the Company, as the surviving corporation in the merger (the “Amended Bylaws”).

The foregoing descriptions of the Amended Certificate of Incorporation and Amended Bylaws are not complete and are subject to and qualified in their entirety by reference to the Amended Certificate of Incorporation and Amended Bylaws, copies of which are attached as Exhibit 3.1 and Exhibit 3.2, respectively, hereto and are incorporated herein by reference.

Item 5.01.

Changes in Control of Registrant.

At the effective time of the merger on November 4, 2011, the Company became a wholly owned subsidiary of Gores Logistics, as described in the Introductory Note to this Current Report on Form 8-K, and the composition of the Company’s board of directors and the identity of its executive officers changed as described in Item 5.02 of this Current Report on Form 8-K. The information set forth in the Introductory Note and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

The aggregate consideration of approximately $5.5 million paid by Gores Logistics in connection with the merger (including the aggregate Merger Consideration and the consideration paid for the in-the-money options under the Company’s then-existing equity incentive plan) was funded through equity financing provided to Gores Logistics by certain investment partnerships affiliated with The Gores Group, LLC.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnAt ~~September~~the 30effective time of the merger on November 4, 2011, ~~Christian~~Brian ~~Cook~~Bowers, ~~resigned~~Gregory asE. ~~the~~Burns, ~~interim~~Edward ~~president~~W. ~~and~~Cook, ~~chief~~Robert ~~operating~~C. ~~officer~~LaRose, ofMaurice ~~Clark~~Levy ~~Holdings~~and ~~Inc~~Donald G. ~~(“Clark”),~~McInnes ~~effective~~ceased asto be directors of the ~~close~~Company ofand ~~business~~members onof ~~such~~any ~~date.~~committee ~~Mr. Cook,~~of athe ~~director~~Company’s board of ~~AlixPartners~~directors, ~~LLP~~which ~~(“AlixPartners”),~~cessation ~~served~~was innot ~~such~~because ~~positions~~of inany ~~connection~~disagreements with ~~AlixPartners~~the Company relating to the Company’s ~~engagement~~operations, bypolicies ~~Clark~~or practices. In addition, ~~which~~Mr. ~~engagement~~Burns ~~concluded~~ceased onto ~~such~~be ~~date~~the Company’s chief executive officer and Mr. McInnes ceased to be the Company’s non-executive chairman of the board.

Pursuant to ~~Clark’s engagement agreement with AlixPartners dated November 30, 2010 (as~~ the ~~same~~Merger ~~has been amended from time to time, the “Engagement~~ Agreement”), ~~if Clark is sold before September 30, 2012, AlixPartners will be entitled to receive a success fee based on~~ the ~~total~~director ~~purchase price paid for Clark. On September 1, 2011, Clark entered into an Agreement and Plan~~ of Merger ~~with~~Sub ~~Gores~~immediately ~~Logistics~~prior ~~Holdings, LLC~~to ~~(“Parent”),~~the aneffective ~~affiliate~~time of ~~The~~the ~~Gores Group~~merger, ~~LLC,~~Thomas ~~and Gores Logistics Sub, Inc~~A. ~~(“Merger Sub”)~~Waldman, abecame ~~wholly~~the ~~owned~~director ~~subsidiary~~ of ~~Parent (~~the ~~“Merger Agreement”). The Merger Agreement provides that~~Company, ~~upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into Clark, with Clark continuing~~ as the surviving corporation ~~and~~in ~~a wholly-owned subsidiary of Parent (~~the “merger~~”).~~, ~~Based~~at on the ~~terms~~effective oftime. ~~the~~In ~~merger~~addition, ~~AlixPartners~~Charles isH. ~~expected~~Fischer toIII, ~~receive~~the apresident ~~success~~of ~~fee~~The ofClark ~~$310~~Group,~~000~~ ~~under the Engagement Agreement~~Inc., ~~Clark expects~~ the ~~merger~~Company’s tooperating besubsidiary, ~~completed~~became in the ~~fourth~~president ~~calendar quarter~~ of ~~2011~~the Company.

AAs ~~copy~~ of the ~~press~~effective ~~release~~time ~~announcing~~of the ~~resignation~~merger ofon ~~Mr.~~November ~~Cook~~4, is2011, ~~attached hereto~~ as ~~Exhibit 99.1.~~required ~~The~~by ~~Engagement~~the Merger Agreement, ~~and~~ the ~~amendments~~Company’s ~~thereto~~2007 ~~are~~Long-Term ~~more~~Incentive ~~fully~~Equity ~~described~~Plan inwas ~~the~~terminated ~~current~~by ~~reports~~the onboard ~~Form~~of ~~8-K~~directors. ~~filed~~Pursuant byto ~~Clark~~the ~~with~~Merger ~~the~~Agreement, ~~Securities~~each ~~and~~stock ~~Exchange~~option ~~Commission~~outstanding (under the ~~“SEC”)~~plan onwas ~~December~~canceled 3,and ~~2010,~~converted ~~April~~into 5,the ~~2011~~right ~~and~~to ~~July~~receive ~~14,~~a ~~2011.~~cash ~~The~~payment ~~Merger~~in ~~Agreement~~an ~~and~~amount ~~the~~equal ~~merger~~to ~~are~~the ~~more~~product ~~fully~~of ~~described~~(i) inthe ~~Clark’s~~Merger ~~current~~Consideration ~~report~~less onthe ~~Form~~applicable 8per-K,share ~~filed~~exercise ~~with~~price ~~the~~of ~~SEC~~such onstock ~~September~~option 2,multiplied ~~2011,~~by ~~and~~(ii) ~~its~~the ~~preliminary~~number ~~proxy~~shares ~~statement~~of oncommon ~~Schedule~~stock ~~14A,~~issuable ~~filed~~upon ~~with~~exercise ~~the~~of ~~SEC~~such onstock ~~September 16, 2011~~option.

Item 8.01. Other Events.

Important Additional Information About the Transaction

In connection with the proposed merger, Clark has prepared and filed a preliminary proxy statement, and will prepare and file a definitive proxy statement, with the SEC. When completed, the definitive proxy statement and a form of proxy will be mailed to the Clark’s stockholders. Before making any voting decision, Clark’s stockholders are urged to read the preliminary proxy statement or, if available, the definitive proxy statement regarding the proposed merger carefully and in its entirety because it will contain important information about the proposed merger. Clark’s stockholders may obtain, without charge, copies of the preliminary proxy statement, the definitive proxy statement (when available) and other relevant documents filed with the SEC from the SEC's website at http://www.sec.gov. Clark’s stockholders will also be able to obtain, without charge, a copy of the definitive proxy statement (when available) and other relevant documents by directing a request by mail to Clark Holdings Inc., Attention: Chief Executive Officer, 121 New York Avenue, Trenton, New Jersey 08638, or by telephone to (609) 396-1100.

Clark and its directors and executive officers and other members of management and employees may be deemed to participate in the solicitation of proxies in respect of the proposed merger. Information regarding Clark’s directors and executive officers is available in Clark’s Form 10-K for the fiscal year ended January 1, 2011, which was filed with the SEC on April 14, 2011. Clark’s stockholders may obtain additional information regarding the interests of such potential participants in the proposed merger, which may be different than those of the Clark’s stockholders generally, by reading the preliminary proxy statement, the definitive proxy statement (when available) and other relevant documents regarding the proposed merger filed with the SEC.

~~Forward-Looking~~Item ~~Statements~~5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

~~This~~The ~~Current~~information Report on Form 8-K contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current expectations and beliefs of Clark and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements. Any statements that are not statements of historical fact (such as statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should be considered forward-looking statements. Among others, the following risks, uncertainties and other factors could cause actual results to differ from those set forth in ~~the~~Item ~~forward-looking~~3.03 statements: (i) the risk that the merger may be delayed or may not be consummated; (ii) the risk that the merger Agreement may be terminated in circumstances that require us to pay Parent a termination fee of ~~$194,000~~this ~~and~~Current reimburse Parent’s expenses up to a maximum of $175,000; (iii) risks related to the diversion of management’s attention from our ongoing business operations; and (iv) the effect of the announcement of the merger on our business relationships (including, without limitation, partners and customers), operating results and business generally. Additional risk factors that may affect future results are contained in our filings with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 108-K ~~for~~is ~~the~~incorporated fiscal year ended January 1, 2011, and our Quarterly Reports on Form 10-Q for the fiscal quarters ended April 2, 2011 and July 2, 2011, which are available at the SEC’s website http://www.sec.gov. Because forward-looking statements involve risks and uncertainties, actual results and events may differ materially from results and events currently expected by ~~us.~~reference Weinto ~~expressly~~this ~~disclaim~~Item any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect any change of expectations with regard thereto or to reflect any change in events, conditions or circumstances5.03.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On November 3, 2011, the Company held a special meeting of stockholders. On October 3, 2011, the record date, 12,032,193 shares of the Company’s common stock were issued and outstanding. The holders of 9,111,341 shares of the Company’s common stock were present at the special meeting, either in person or represented by proxy, constituting a quorum. At the special meeting, the Company’s stockholders considered:

a proposal to adopt the Merger Agreement; and

a proposal to approve, solely on a non-binding, advisory basis, the “golden parachute” arrangements and compensation for certain of the Company’s named executive officers in connection with the merger.

The stockholders approved the proposal to adopt the Merger Agreement. The following is a tabulation of the number of shares voted for the proposal, the number of shares voted against the proposal, the number of shares abstaining with respect to the proposal and the number of shares subject to broker non-votes with respect to the proposal:

For	Against	Abstain	Broker Nonvote
8,873,580	217,761	20,000	–

The stockholders also approved, solely on a non-binding, advisory basis, the “golden parachute” arrangements and compensation. The following is a tabulation of the number of shares voted for the proposal, the number of shares voted against the proposal, the number of shares abstaining with respect to the proposal and the number of shares subject to broker non-votes with respect to the proposal:

For	Against	Abstain	Broker Nonvote
8,738,425	350,717	22,199	–

Because there were sufficient votes to adopt the Merger Agreement, the proposal to authorize the Company’s board of directors to adjourn the special meeting to a later date or dates to solicit additional proxies was not presented or voted upon.

Item 9.01.

Financial Statement and Exhibits.

(d) Exhibits:

Exhibit

Description

993.1 ~~Press~~Amended ~~release~~and Restated Certificate of Incorporation.

3.2

Amended and Restated Bylaws.

SIGNATURE

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.

Dated: October 4, 2011	CLARK HOLDINGS INC.
	By:	/s/ Kevan D. Bloomgren
		Name: Kevan D. Bloomgren
		Title: Chief Financial Officer

Dated: November 9, 2011

	CLARK HOLDINGS INC.


	By:	/s/ Charles H. Fischer III
		Name: Charles H. Fischer III
		Title: President

EXHIBIT INDEX

Exhibit

Description

993.1 ~~Press~~Amended ~~release~~and Restated Certificate of Incorporation.

3.2	Amended and Restated Bylaws.

Filing Compare · Clark Holdings Inc.