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): July 16, 2007
EGL, Inc.
(Exact name of registrant as specified in its charter)
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Texas
(State or other jurisdiction
of incorporation)
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000-27288
(Commission
File Number)
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76-0094895
(IRS Employer
Identification No.) |
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15350 Vickery Drive, Houston, Texas
Address of principal executive offices)
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77032
(Zip Code) |
Registrant’s telephone number, including area code: (281) 618-3100
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
þ 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))
Item 7.01 Regulation FD Disclosure.
On July 16, 2007, CEVA Group Plc (“CEVA”), in connection with its proposed acquisition of EGL, Inc.
(the “Company”), provided information regarding the Company to potential financing sources. The
Company is furnishing certain financial data so provided so that such data will be disclosed
pursuant to Regulation FD. A copy of this data is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
The information furnished pursuant to this Current Report on Form 8-K (including the exhibit
hereto) shall not be considered “filed” under the Securities Act of 1933, as amended, or under the
Securities Exchange Act of 1934, as amended, unless the Company expressly states in a future filing
that such information is to be considered “filed” or incorporated by reference therein.
Important Additional Information Regarding the Merger with CEVA Has Been Filed with the SEC:
In connection with the proposed merger with CEVA (the “Merger”), the Company has filed a definitive
proxy statement with the Securities and Exchange Commission (the “SEC”). INVESTORS AND SECURITY
HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT
INFORMATION ABOUT THE MERGER AND THE PARTIES TO THE MERGER. Investors and security holders may
obtain a free copy of the definitive proxy statement and other relevant documents filed with the
SEC from the SEC’s website at http://www.sec.gov. The Company’s security holders and other
interested parties are also able to obtain, without charge, a copy of the definitive proxy
statement and other relevant documents by directing a request by mail or telephone to Investor
Relations, EGL, Inc., 15350 Vickery Drive, Houston, Texas 77032, telephone (281) 618-3100, or from
the Company’s website, http://www.eaglegl.com.
EGL and its directors, executive officers and other members of its management and employees as well
as the CEVA group may be deemed to be participants in the solicitation of proxies from EGL’s
shareholders with respect to the Merger. Information about EGL’s directors and executive officers
and their ownership of EGL’s common stock is set forth in the definitive proxy statement.
Shareholders and investors may obtain additional information regarding the interests of EGL and its
directors and executive officers in the Merger, which may be different than those of EGL’s
shareholders generally, by reading the proxy statement and other relevant documents regarding the
Merger.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit 99.1 Financial data regarding EGL, Inc. provided to potential financing sources of CEVA Group Plc