UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

 

Check the appropriate box:

CLARK HOLDINGS INC.

(Name of Registrant as Specified in Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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		CLARK HOLDINGS INC. 121 New York Avenue Trenton, New Jersey 08638

October 4, 2011

Dear Stockholder:

You are cordially invited to attend a special meeting of stockholders of Clark Holdings Inc. (“Clark”) to be held at the offices of Graubard Miller, Clark’s counsel, located at The Chrysler Building, 405 Lexington Avenue, 19^th Floor, New York, New York 10174, on Thursday, November 3, 2011 at 9:00 a.m., local time.

At the special meeting, you will be asked to consider and vote upon a proposal to adopt the Agreement and Plan of Merger, dated as of September 1, 2011, by and among Clark, Gores Logistics Holdings, LLC (“Gores Logistics”), an affiliate of The Gores Group, LLC, and Gores Logistics Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Gores Logistics, as such agreement may be amended from time to time (the “Merger Agreement”). Pursuant to the Merger Agreement, Merger Sub will merge with and into Clark with Clark continuing as the surviving corporation and a wholly owned subsidiary of Gores Logistics (the “Merger”). We are also asking that you grant the authority to vote your shares (i) to authorize Clark’s board of directors, in its discretion, to adjourn the special meeting to a later date or dates, if necessary, to solicit additional proxies in the event there are not sufficient votes in favor of adoption of the Merger Agreement at the time of the special meeting, and (ii) to approve, solely on a non-binding, advisory basis, the “golden parachute” arrangements and compensation for certain of Clark’s named executive officers in connection with the Merger. If the Merger Agreement is adopted and the Merger is completed, Clark’s stockholders will be entitled to receive $0.46 in cash, without interest and less any applicable withholding taxes, for each share of Clark common stock owned by them as of the effective time of the Merger.

After careful consideration, our board of directors determined that the Merger Agreement and the terms and conditions of the Merger and the Merger Agreement are advisable and in the best interests of Clark and its stockholders. Our board of directors has approved the Merger Agreement. Our board of directors recommends that you vote “FOR” the adoption of the Merger Agreement at the special meeting. Pursuant to a voting agreement with Gores Logistics, certain of Clark’s executive officers and all of its directors have agreed to vote all of the common stock of Clark beneficially owned by them, whether now owned or hereafter acquired, in favor of the adoption and approval of the Merger Agreement.

The enclosed Notice of Special Meeting and Proxy Statement explain the proposed Merger and provide specific information concerning the special meeting. Please read these materials (including the annexes) carefully.

Your vote is very important, regardless of the number of shares you own.  The proposal to adopt the Merger Agreement must be approved by the holders of a majority of the outstanding shares of Clark common stock entitled to vote at the special meeting. Therefore, if you do not return your proxy card, submit a proxy via the Internet or by telephone or attend the special meeting and vote in person, it will have the same effect as if you voted “AGAINST” adoption of the Merger Agreement. If your shares are held in “street name” by your broker, bank or other nominee, you should follow the directions provided by your broker, bank or other nominee regarding how to instruct such broker, bank or nominee to vote your shares. Only stockholders who owned shares of Clark common stock at the close of business on October 3, 2011, the record date for the special meeting, will be entitled to vote at the special meeting. Even if you plan to attend the special meeting, we urge you to promptly submit a proxy for your shares via the Internet or by telephone or by completing, signing, dating and returning the enclosed proxy card. Giving your proxy now will not affect your right to vote in person if you attend the special meeting.

On behalf of your board of directors, thank you for your continued support.

		Sincerely,    Donald G. McInnes Chairman of the Board, Clark Holdings Inc.

Neither the United States Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger or the Merger Agreement, passed upon the merits or fairness of the Merger or the Merger Agreement or passed upon the adequacy or accuracy of the disclosures in the enclosed Proxy Statement. Any representation to the contrary is a criminal offense.

The enclosed Proxy Statement is dated October 4, 2011 and is first being mailed to stockholders of Clark on or about October 6, 2011.

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CLARK HOLDINGS INC.
121 NEW YORK AVENUE
TRENTON, NEW JERSEY 08638

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 3, 2011

To the Stockholders of Clark Holdings Inc.:

NOTICE IS HEREBY GIVEN THAT a special meeting of the stockholders of Clark Holdings Inc., a Delaware corporation (“Clark”), will be held at the offices of Graubard Miller, Clark’s counsel, located at The Chrysler Building, 405 Lexington Avenue, 19^th Floor, New York, New York 10174, on Thursday, November 3, 2011 at 9:00 a.m., local time, for the following purposes:

1.  to consider and vote upon a proposal to adopt the Agreement and Plan of Merger, dated as of September 1, 2011, by and among Clark, Gores Logistics Holdings, LLC (“Gores Logistics”) and Gores Logistics Sub, Inc. (“Merger Sub”), as such agreement may be amended from time to time (the “Merger Agreement”), pursuant to which, Merger Sub will merge with and into Clark with Clark continuing as the surviving corporation and a wholly owned subsidiary of Gores Logistics (the “Merger”);

2.  to consider and vote upon any proposal to authorize the Clark board of directors, in its discretion, to adjourn the special meeting to a later date or dates, if necessary, to solicit additional proxies in the event there are not sufficient votes in favor of adoption of the Merger Agreement at the time of the special meeting;

3.  to consider and vote upon a proposal to approve, solely on a non-binding, advisory basis, the “golden parachute” arrangements and compensation for certain of Clark’s named executive officers in connection with the Merger; and

4.  to transact such other business as may properly come before the special meeting or any adjournment or postponement thereof by or at the direction of Clark’s board of directors.

All stockholders of record of shares of Clark’s common stock at the close of business on October 3, 2011 are entitled to notice of, and to vote at, the special meeting and any adjournment or postponement thereof. Only stockholders of record at the close of business on October 3, 2011 are entitled to notice of, and to vote at, the special meeting and any adjournment or postponement thereof. A complete list of these stockholders will be available at Clark’s principal executive offices, located at 121 New York Avenue, Trenton, NJ 08638, for at least ten days prior to the special meeting. Such list will also be produced and kept at the offices of Graubard Miller, Clark’s counsel, located at The Chrysler Building, 405 Lexington Avenue, 19^th Floor, New York, New York 10174, during the special meeting.

Pursuant to a voting agreement with Gores Logistics, certain of Clark’s executive officers and all of its directors have agreed to vote all of the common stock of Clark beneficially owned by them, whether now owned or hereafter acquired, in favor of the adoption and approval of the Merger Agreement.

Your vote is important.  We urge you to complete, sign, date and return your proxy card as promptly as possible by mailing the card in the enclosed postage prepaid envelope, whether or not you expect to attend the special meeting. You may also submit a proxy via the Internet or by telephone by following the instructions on your proxy card. If you are unable to attend in person and you return your proxy card or submit a proxy via the Internet or by telephone, your shares will be voted at the special meeting in accordance with your proxy. If your shares are held in “street name” by your broker, bank or other nominee, you should follow the directions provided by your broker, bank or other nominee regarding how to instruct such broker, bank or nominee to vote your shares. Only your broker, bank or other nominee can vote your shares at the special meeting, unless you obtain a valid legal proxy from such broker, bank or nominee.

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Our board of directors recommends that you vote “FOR” the adoption of the Merger Agreement, “FOR” any proposal to authorize the Clark board of directors, in its discretion, to adjourn the special meeting to a later date or dates, if necessary, to solicit additional proxies in the event there are not sufficient votes in favor of adoption of the Merger Agreement at the time of the special meeting and “FOR” the non-binding proposal to approve the “golden parachute” arrangements and compensation for certain of Clark’s named executive officers in connection with the Merger.

Under Delaware law, if the Merger is completed, holders of Clark’s common stock who do not vote in favor of adoption of the Merger Agreement will have the right to seek appraisal of the fair value of their shares as determined by the Delaware Court of Chancery. In order to exercise your appraisal rights, you must submit a written demand for an appraisal prior to the stockholder vote on the Merger Agreement, not vote in favor of adoption of the Merger Agreement and comply with other Delaware law procedures explained in the accompanying proxy statement.

The Merger is described in the accompanying proxy statement, which we urge you to read carefully. A copy of the Merger Agreement is attached as Annex A to the proxy statement.

Whether or not you plan to attend the special meeting, please submit your proxy by promptly completing, signing, dating and returning the enclosed proxy card in the postage prepaid envelope so that your shares may be represented at the special meeting. Prior to the vote, you may revoke your proxy in the manner described in the proxy statement.

By Order of the Board of Directors
  
Donald G. McInnes
Chairman of the Board

Trenton, New Jersey
October 4, 2011

YOUR VOTE IS IMPORTANT

Whether or not you plan to attend the special meeting, please complete, sign and date the enclosed proxy card and return it promptly in the enclosed postage prepaid envelope, or submit a proxy via the Internet or by telephone by following the instructions on your proxy card. Giving your proxy now will not affect your right to vote in person if you attend the special meeting.

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CLARK HOLDINGS INC.
  
PROXY STATEMENT FOR
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 3, 2011
  
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INTRODUCTION			1
SUMMARY TERM SHEET			2
The Parties to the Merger			2
The Merger			2
Treatment of Stock Options			3
Reasons for the Merger and Recommendation of Our Board of Directors			3
Opinion of Financial Advisor			4
Financing of the Merger			5
The Special Meeting			5
Revocation of Proxies			6
Interests of our Directors and Executive Officers in the Merger			6
Solicitation of Acquisition Proposals			7
Conditions to the Closing of the Merger			8
Termination of the Merger Agreement, Termination Fees, Expenses and Remedies			8
Material United States Federal Income Tax Consequences of the Merger			11
Appraisal Rights			11
Regulatory Approvals			11
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER			12
The Proposed Merger			12
The Special Meeting			13
Voting and Proxy Procedures			14
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION			18
THE SPECIAL MEETING			19
Date, Time and Place of the Special Meeting			19
Purpose of the Special Meeting			19
Recommendation of Our Board of Directors			19
Record Date; Shares Entitled to Vote; Quorum			19
Vote Required			20
Voting by Clark’s Directors and Executive Officers			20
Voting of Proxies			20
Revocation of Proxies			21
Rights of Stockholders Who Object to the Merger			22
Solicitation of Proxies			22
Other Matters			22
Stockholder List			22
Availability of Documents			22
THE PARTIES TO THE MERGER			23

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THE MERGER			24
Background to the Merger			24
Reasons for the Merger and Recommendation of Our Board of Directors			33
Opinion of Financial Advisor			36
Financial Projections			41
Financing of the Merger			43
Interests of Our Directors and Executive Officers in the Merger			44
Voting Agreement			47
Payoff of Outstanding Loans			47
Effects on Us if the Merger is not Completed			48
Delisting and Deregistration of Our Common Stock			48
Material United States Federal Income Tax Consequences of the Merger			48
Regulatory Approvals			50
PROPOSAL NO. 1: THE MERGER AGREEMENT			51
The Merger			51
Effective Time of the Merger			51
Merger Consideration			52
Payment Procedures			52
Appraisal Rights			53
Treatment of Stock Options			53
Representations and Warranties			53
Covenants Relating to the Conduct of Our Business			55
Solicitation of Acquisition Proposals			57
Employee Benefits			60
Other Covenants and Agreements			60
Conditions to the Closing of the Merger			62
Definition of Company Material Adverse Effect			63
Definition of Parent Material Adverse Effect			63
Termination of the Merger Agreement, Termination Fees, Expenses and Remedies			64
Amendment and Waiver			66
APPRAISAL RIGHTS			67
MARKET PRICES AND DIVIDEND DATA			71
SHARE OWNERSHIP BY PRINCIPAL STOCKHOLDERS, DIRECTORS AND MANAGEMENT			72
PROPOSAL NO. 2: AUTHORITY TO ADJOURN THE SPECIAL MEETING			75
PROPOSAL NO. 3: ADVISORY VOTE ON GOLDEN PARACHUTES			76
OTHER MATTERS			77
HOUSEHOLDING OF PROXY STATEMENT			78
FUTURE STOCKHOLDER PROPOSALS			79
MISCELLANEOUS			80
WHERE YOU CAN FIND MORE INFORMATION			81

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INTRODUCTION

This proxy statement and the accompanying proxy card are being furnished in connection with solicitation of proxies by our board of directors for use at a special meeting of our stockholders to be held at the offices of Graubard Miller, our counsel, located at The Chrysler Building, 405 Lexington Avenue, 19^th Floor, New York, New York 10174, on Thursday, November 3, 2011 at 9:00 a.m., local time, and any postponements or adjournments thereof.

Except as otherwise specifically noted in this proxy statement:

This proxy statement is dated October 4, 2011 and is first being mailed to stockholders of Clark on or about October 6, 2011.

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SUMMARY TERM SHEET

This summary term sheet highlights selected information from this proxy statement and may not contain all of the information that is important to you. To better understand the merger and for a more complete description of the legal terms of the transaction, you should read carefully this entire proxy statement and the Merger Agreement and the other annexes to this proxy statement. Each item in this summary term sheet includes a page reference directing you to a more complete description of the item in this proxy statement.

The Parties to the Merger (page 23)

Clark Holdings Inc.

Clark Holdings Inc., a Delaware corporation, provides non-asset based transportation and logistics services primarily to the print media industry throughout the United States and between the United States and other countries. We currently have two divisions, a domestic division and an international division. Our domestic division operates through a network of operating centers where it consolidates mass market consumer publications so that the publications can be transported in larger, more efficient quantities to common destination points. We refer to each common destination point’s aggregated publications as a “pool.” By building these pools, our domestic division offers cost effective transportation and logistics services for time sensitive publications. Our international division has an operating model similar to that of a traditional freight forwarder. It utilizes three distribution centers to consolidate shipments and arrange for international transportation of time sensitive publications, including books and magazines, utilizing third-party carriers (air, ocean or ground). See “Where You Can Find More Information” beginning on page 81.

Clark was incorporated in the state of Delaware on September 1, 2005. Our principal office is located at 121 New York Avenue, Trenton, New Jersey 08638 and our telephone number at that location is (609) 396-1100.

Gores Logistics Holdings, LLC

Gores Logistics Holdings, LLC, a Delaware limited liability company, is an affiliate of The Gores Group, LLC, or “The Gores Group,” formed to serve as an investment vehicle for partnerships affiliated with The Gores Group in businesses in the transportation and logistics industry. Gores Logistics has not acquired any operating businesses as of the date of this proxy statement. The Gores Group is a private equity firm focused on acquiring controlling interests in mature and growing businesses.

Gores Logistics was formed in the state of Delaware on August 19, 2011. Gores Logistics’ principal office is located at c/o The Gores Group, LLC, 6260 Lookout Road, Boulder, CO 80301 and its telephone number at that location is (303) 531-1000.

Gores Logistics Sub, Inc.

Gores Logistics Sub, Inc., a Delaware corporation, is a wholly owned subsidiary of Gores Logistics, formed solely for the purpose of engaging in the transactions described in this proxy statement. Merger Sub has not engaged in any business activities or conducted any operations other than in connection with such transactions. Upon consummation of the merger, Merger Sub will cease to exist, and Clark will continue as the surviving corporation and a wholly owned subsidiary of Gores Logistics.

Merger Sub was incorporated in the state of Delaware on August 19, 2011. Merger Sub’s principal office is located at c/o The Gores Group, LLC, 6260 Lookout Road, Boulder, CO 80301 and its telephone number at that location is (303) 531-1000.

The Merger (page 24)

Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will be merged with and into Clark, with Clark continuing as the surviving corporation and a wholly owned subsidiary of Gores Logistics. If the merger is completed, you will be entitled to receive $0.46 in cash, without interest and less any applicable withholding taxes, in exchange for each share of our common stock that you own as of the effective time of the merger and for which you have not properly exercised appraisal rights.

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After the merger is completed, you will have the right to receive the $0.46 per share cash merger consideration, but you will no longer have any rights as a stockholder of ours and will have no rights as a stockholder of Gores Logistics as a result of the merger. Our stockholders will receive the per share cash merger consideration after surrendering their shares in accordance with the instructions contained in the letter of transmittal to be sent to our stockholders shortly after closing of the merger. As a result of the merger, Clark will cease to be a publicly-traded company.

The Merger Agreement is attached as Annex A to this proxy statement. Please read it carefully.

Treatment of Stock Options (page 53)

Immediately prior to the effective time of the merger, each option to purchase shares of our common stock that is outstanding under any of our equity plans will accelerate and become fully vested and exercisable. By virtue of the merger, each stock option outstanding immediately prior to the effective time will be cancelled and converted into the right to receive a cash payment in an amount equal to the product of (i) the amount (if any) by which $0.46 exceeds the applicable per share exercise price, multiplied by (ii) the number of shares of common stock issuable upon exercise of such stock option, without interest and less any applicable withholding taxes. The surviving corporation will make such cash payments on Clark’s behalf.

Reasons for the Merger and Recommendation of Our Board of Directors (page 33)

Our board of directors recommends that you vote “FOR” adoption of the Merger Agreement and “FOR” any proposal to authorize our board of directors, in its discretion, to adjourn the special meeting, if necessary, to solicit additional proxies, and “FOR” the non-binding proposal to approve the “golden parachute” arrangements and compensation for certain of Clark’s named executive officers in connection with the merger. At a meeting of our board of directors on August 27, 2011, after consultation with our management, financial advisors (including our investment banker) and legal counsel, our board of directors determined that the Merger Agreement and the merger are advisable and in the best interests of Clark and its stockholders and approved the Merger Agreement.

In the course of reaching its decision, our board of directors consulted with our management, financial advisors (including our investment banker) and legal counsel, reviewed a significant amount of information and considered a number of factors, including, among others:

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Our board of directors also considered a number of uncertainties and risks in its deliberations concerning the merger and the other transactions contemplated by the Merger Agreement, including the following:

Opinion of Financial Advisor (page 36)

We retained Integgra Advisory Services, LLC, or “Integgra,” to evaluate whether the consideration in the proposed merger was fair, from a financial point of view, to the holders of our common stock. At the meeting of the our board of directors on August 27, 2011, Integgra rendered its written opinion to our board of directors that, as of such date and based upon and subject to the various factors, assumptions, qualifications

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and limitations set forth in such written opinion, the $0.46 per share cash consideration to be paid to the holders of our common stock in the merger was fair, from a financial point of view, to the holders of our common stock. The written opinion of Integgra, dated August 27, 2011, is sometimes referred to herein as the “Integgra opinion.”

The full text of the Integgra opinion, which sets forth, among other things, the assumptions made, procedures followed, matters considered, qualifications and limitations on the review undertaken in rendering its opinion, is attached as Annex B to this proxy statement and is incorporated herein by reference. The summary of the Integgra opinion set forth in this document is qualified in its entirety by reference to the full text of the opinion. Stockholders should read this opinion carefully and in its entirety. The Integgra opinion is directed to our board of directors, addresses only the fairness from a financial point of view, to the holders of our common stock of the $0.46 per share cash consideration to be paid to such holders in the proposed merger, and does not address any other aspect of the merger or any other transactions. Integgra provided its opinion for the information and assistance of our board of directors in connection with its consideration of the proposed merger.

The opinion of Integgra does not constitute a recommendation as to how any stockholder should vote with respect to the proposed merger or any other matter.

Financing of the Merger (page 43)

Gores Logistics and Merger Sub have estimated that the total amount of funds necessary to pay the aggregate merger consideration, including the aggregate consideration payable to the holders of our outstanding stock options, and the charges, fees and expenses related to the merger that are payable at the closing, will be approximately $6.8 million.

In addition, Gores Logistics will, simultaneously with the closing of the merger, repay on our behalf the outstanding balance of the credit facility or, subject to the consent of Cole Taylor Bank, extend or refinance the credit facility. Gores Logistics will also either replace any outstanding letters of credit under the credit facility or otherwise satisfy Cole Taylor Bank and the beneficiaries of the letters of credit as to the disposition or retention of such letters or credit. As of September 30, 2011, the outstanding balance on the credit facility was approximately $2.3 million and the applicable interest rate was 6.5%. See “The Merger Agreement — Payoff of Outstanding Loans” beginning on page 47.

Gores Logistics has said it intends to fund the transaction with cash available to it and has represented to us that it will have sufficient funds to make such payments. Consummation of the merger is not conditioned on Gores Logistics obtaining any financing. Gores Logistics has obtained an equity financing commitment of up to $10 million in cash from certain existing investment partnerships affiliated with The Gores Group, in order to fund Gores Logistics’ obligations under the Merger Agreement. Clark has been named as a third party beneficiary of such commitment.

The Special Meeting (page 19)

Date, Time and Place.  A special meeting of our stockholders will be held on Thursday, November 3, 2011, at the offices of Graubard Miller, our counsel, located at The Chrysler Building, 405 Lexington Avenue, 19^th Floor, New York, New York 10174, at 9:00 a.m., local time, to consider and vote on:

Stockholders will also consider and act upon such other business that may properly come before the special meeting or any adjournment or postponement thereof.

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Record Date and Voting Power.  You are entitled to vote at the special meeting if you owned shares of our common stock at the close of business on October 3, 2011, the record date for the special meeting. You will have one vote at the special meeting for each share of our common stock you owned at the close of business on the record date. The outstanding shares of our common stock at the close of business on the record date are entitled to cast a total of 12,032,193 votes at the special meeting.

Required Vote.  The proposal to adopt the Merger Agreement requires the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote at the special meeting. Any proposal to authorize our board of directors, in its discretion, to adjourn the special meeting, if necessary, to solicit additional proxies and the non-binding proposal to approve the “golden parachute” arrangements and compensation for certain of Clark’s named executive officers in connection with the merger both require the affirmative vote of the holders of a majority of the shares of our common stock present in person or represented by proxy and entitled to vote on the matter.

Pursuant to a voting agreement with Gores Logistics, certain of Clark’s executive officers and all of its directors have agreed to vote all of the common stock of Clark beneficially owned by them, whether now owned or hereafter acquired, in favor of the adoption and approval of the Merger Agreement.

Revocation of Proxies (page 21)

You may change your vote at any time before your proxy card is voted at the special meeting. If your shares are registered in your name, you may revoke your proxy by:

If you have instructed a broker, bank or other nominee to vote your shares, you may revoke your proxy only by following the directions received from your broker, bank or other nominee to change those instructions.

You will not be able to revoke your proxy after the voting for a matter has concluded. Attendance at the special meeting will not in itself constitute the revocation of a proxy; you must vote in person at the special meeting to revoke a previously delivered proxy.

Interests of our Directors and Executive Officers in the Merger (page 44)

When considering the recommendation of our board of directors, you should be aware that our directors and executive officers have interests in the merger other than their interests as Clark stockholders generally, as described below. These interests may be different from, or in conflict with, your interests as a Clark stockholder. The members of our board of directors were aware of the material facts as to these additional interests, and considered them, when they approved the Merger Agreement. These interests include the following:

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“Golden parachute” compensation is the amount of compensation that a named executive officer could receive that is based on or otherwise related to the merger, as described more fully under “The Merger —  Interests of our Directors and Executive Officers in the Merger — Golden Parachute Compensation” on page 46.

Solicitation of Acquisition Proposals (page 57)

Under the Merger Agreement, until 11:59 p.m., Eastern time, on September 30, 2011, which we refer to as the “go-shop period,” we had the right to initiate, solicit and encourage alternative acquisition proposals, including by way of providing non-public information to any person, and engage or enter into, continue or otherwise participate in discussions or negotiations with any person with respect to such proposals. For the definition of “acquisition proposal,” see “The Merger Agreement — Solicitation of Acquisition Proposals” beginning on page 57.

Except with respect to an acquisition proposal that we received during the go-shop period that our board of directors believed in good faith (after consultation with its financial advisor) could reasonably be expected to result in a superior proposal, at 12:00 a.m., Eastern time, on October 1, 2011, which we refer to as the “no-shop period start date,” we were required to immediately cease any discussions or negotiations with any persons that had been ongoing with respect to any acquisition proposals and, until the effective time of the merger or, if earlier, the termination of the Merger Agreement, we are not permitted to solicit any inquiry or the making of any acquisition proposals, participate in any discussions or negotiations with any person relating to an acquisition proposal, provide any non-public information concerning us and our subsidiaries to any person relating to an acquisition proposal, enter into any agreement or agreement in principal with respect to any acquisition proposal, or otherwise facilitate any effort or attempt to make an acquisition proposal.

Notwithstanding the foregoing restrictions, at any time prior to the time our stockholders adopt the Merger Agreement, if we receive a bona fide written acquisition proposal from any person that did not result from a breach of the foregoing restrictions, we may contact such person to clarify the terms and conditions of such proposal and we may provide non-public information concerning us and our subsidiaries requested by such person and engage in discussions or negotiations with such person, subject to certain conditions, including that our board of directors determines in good faith that failure to take such action could be inconsistent with the directors’ fiduciary duties under applicable law and that such acquisition proposal either constitutes a superior proposal or could reasonably be expected to result in a superior proposal. For the definition of “superior proposal,” see “The Merger Agreement — Solicitation of Acquisition Proposals” beginning on page 57.

At any time before the Merger Agreement is adopted by our stockholders, we may terminate the Merger Agreement and enter into any acquisition, merger or similar agreement with respect to such superior proposal, which we sometimes refer to as an “alternative acquisition agreement,” if our board of directors determines that the acquisition proposal is a superior proposal and we comply with certain terms of the Merger Agreement, including paying a termination fee of $194,000 to Gores Logistics and reimbursing Gores Logistics for its expenses up to $175,000. See “The Merger Agreement — Termination of the Merger Agreement, Termination Fees, Expenses and Remedies” beginning on page 64.

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Conditions to the Closing of the Merger (page 62)

Each party’s obligation to consummate the merger is subject to the satisfaction or waiver of various conditions.

The obligations of Clark, Gores Logistics and Merger Sub to consummate the merger are subject to the satisfaction or waiver of each of the following conditions:

In addition, the obligations of Gores Logistics and Merger Sub to consummate the merger are subject to the satisfaction or waiver of each of the following additional conditions (except that Gores Logistics and Merger Sub may not rely on the failure of any of the following conditions to be satisfied if such failure was caused by their failure to act in good faith or use their reasonable best efforts to consummate the merger, as required by and subject to the terms of the Merger Agreement):

For the definition of “Company Material Adverse Effect,” see “The Merger Agreement — Definition of Company Material Adverse Effect” beginning on page 63.

In addition, our obligations to consummate the merger are subject to the satisfaction or waiver of each of the following additional conditions (except that we may not rely on the failure of any of the following conditions to be satisfied if such failure was caused by our failure to act in good faith or use our reasonable best efforts to consummate the merger, as required by and subject to the terms of the Merger Agreement):

For the definition of “Parent Material Adverse Effect,” see “The Merger Agreement — Definition of Parent Material Adverse Effect” beginning on page 63.

Termination of the Merger Agreement, Termination Fees, Expenses and Remedies (page 64)

Mutual Termination.  Clark and Gores Logistics may agree to terminate the Merger Agreement at any time prior to the effective time of the merger, even after our stockholders have adopted the Merger Agreement at the special meeting.

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Unilateral Termination by Either Clark or Gores Logistics.  In addition, we, on the one hand, and Gores Logistics, on the other hand, each have separate rights to terminate the Merger Agreement without the agreement of the other party if:

Unilateral Termination by Clark.  We may also terminate the Merger Agreement if:

Unilateral Termination by Gores Logistics.  Gores Logistics may also terminate the Merger Agreement if:

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Termination Fee and Expenses Payable by Clark.  We must pay Gores Logistics a termination fee of $194,000, in cash, and reimburse Gores Logistics for its actual, reasonable fees and expenses in connection with the transactions contemplated by the Merger Agreement, up to a maximum amount of $175,000, if:

In addition, we will reimburse Gores Logistics for its actual, reasonable fees and expenses in connection with the transactions contemplated by the Merger Agreement, up to a maximum amount of $175,000, if (A) either we or Gores Logistics terminate the Merger Agreement because our stockholders have not voted to adopt the Merger Agreement, any governmental entity of competent jurisdiction has enacted or issued any final and non-appealable law or order or taken any other final and non-appealable action enjoining or otherwise prohibiting consummation of the merger or the merger has not been consummated on or before December 31, 2011, or Gores Logistics terminates the Agreement because we have breached any of our covenants or agreements or any of our representations or warranties fail to be true and accurate, such that a condition obligating Gores Logistics and Merger Sub to consummate the merger would not be satisfied and such breach or failure is not capable of being cured or is not timely cured, and (B) no person has made for the first time and not withdrawn an acquisition proposal prior to the termination of the agreement, and we have not announced that any person has made an acquisition proposal.

Termination Fee Payable by Gores Logistics.  Gores Logistics must pay us a termination fee of $194,000 if we terminate the Merger Agreement because:

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Expenses Generally.  Except as described above, all costs and expenses incurred in connection with the Merger Agreement and the consummation of the merger generally will be paid by the party incurring such costs and expenses, whether or not the merger is consummated.

Remedies.  Except in the case of a material breach by us of our obligations with respect to the solicitation of acquisition proposals, in the case of fraud, or in the case of an intentional breach by Clark of any representation, warranty, covenant or agreement, each of Clark and Gores Logistics have agreed that the payment of a termination fee by either Clark or Gores Logistics shall be the sole and exclusive remedy available to the other party in the event of a termination of the Merger Agreement as described above. If the Merger Agreement is not terminated, each of Clark and Gores Logistics also have agreed that the other party shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement. In any event, except in the case of a material breach by us of our obligations with respect to the solicitation of acquisition proposals, in the case of fraud, or in the case of an intentional breach by Clark of any representation, warranty, covenant or agreement, the maximum aggregate liability of Clark for monetary damages is limited to the amount of the termination fee and expenses payable by Clark to Gores Logistics as described above.

Material United States Federal Income Tax Consequences of the Merger (page 48)

The receipt of cash in exchange for our common stock will be a taxable transaction for United States federal income tax purposes and may also be taxable under applicable state, local, foreign or other tax laws. In general, United States holders of our common stock who receive cash in exchange for their shares pursuant to the merger will recognize gain or loss for United States federal income tax purposes equal to the difference, if any, between the holder’s adjusted tax basis in the shares exchanged and the amount of cash received. If the United States holder holds our common stock as a capital asset, any gain or loss generally should be capital gain or loss. If the United States holder has held the shares for more than one year, any gain or loss generally should be long-term capital gain or loss. The deductibility of capital losses is subject to limitations.

Tax matters are very complex, and the tax consequences of the merger to you will depend on the facts of your own situation. You should consult your tax advisor for a full understanding of the tax consequences of the merger to you, including the federal, state, local and foreign tax consequences of the merger.

Appraisal Rights (page 67)

Holders of our common stock who object to the merger may elect to pursue their appraisal rights to receive the judicially determined “fair value” of their shares, which could be more or less than, or the same as, the $0.46 per share cash merger consideration under the Merger Agreement, but only if they comply with the procedures required under Delaware law. In order to qualify for these rights, you must (1) not vote in favor of adoption of the Merger Agreement, (2) make a written demand for appraisal prior to the taking of the vote on the adoption of the Merger Agreement at the special meeting and (3) otherwise comply with the Delaware law procedures for exercising appraisal rights. A properly executed proxy that is not marked “AGAINST” or “ABSTAIN” will be voted for adoption of the Merger Agreement and will disqualify the stockholder submitting that proxy from demanding appraisal rights.

A copy of Section 262 of the General Corporation Law of the State of Delaware, or the “DGCL,” is included as Annex C to this proxy statement. Failure to follow the procedures set forth in Section 262 of the DGCL will result in the loss of appraisal rights.

Regulatory Approvals (page 50)

No regulatory approvals are required in connection with the merger.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to address some commonly asked questions regarding the special meeting of stockholders and the merger. These questions and answers may not address all questions that may be important to you as a Clark stockholder. We urge you to read carefully the more detailed information contained elsewhere in this proxy statement and the annexes to this proxy statement.

The Proposed Merger

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Tax matters are very complex, and the tax consequences of the merger to you will depend on the facts of your own situation. You should consult your tax advisor for a full understanding of the tax consequences of the merger to you, including the federal, state, local and foreign tax consequences of the merger. See “The Merger — Material United States Federal Income Tax Consequences of the Merger” beginning on page 48.

The Special Meeting

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Stockholders will also consider and act upon other business that may properly come before the special meeting or any adjournment or postponement thereof.

Voting and Proxy Procedures

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If you have instructed a broker, bank or other nominee to vote your shares, you may revoke your proxy only by following the directions received from your broker, bank or other nominee to change those instructions.

You will not be able to revoke your proxy after the voting for a matter has concluded. Attendance at the special meeting will not in itself constitute the revocation of a proxy; you must vote in person at the special meeting to revoke a previously delivered proxy.

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Clark Holdings Inc.
Attn: Kevan D. Bloomgren
121 New York Ave.
Trenton, NJ 08638
(609) 396-1100

or

Morrow & Co., LLC
470 West Avenue
Stamford, CT 06902
(877) 705-9707 (toll-free)
(203) 658-9400 (banks and brokers call collect)
[email protected]

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This proxy statement 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 forward-looking statements:

Additional risk factors that may affect future results are contained in our filings with the Securities and Exchange Commission, or the “SEC,” including our Annual Report on Form 10-K for the 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. We expressly disclaim 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 circumstances.

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THE SPECIAL MEETING

The enclosed proxy is solicited on behalf of the board of directors of Clark for use at the special meeting of stockholders or at any adjournment or postponement thereof.

Date, Time and Place of the Special Meeting

We will hold the special meeting at the offices of Graubard Miller, our counsel, located at The Chrysler Building, 405 Lexington Avenue, 19th Floor, New York, New York 10174, at 9:00 a.m., local time, on Thursday, November 3, 2011.

Purpose of the Special Meeting

The purposes of the special meeting are to consider and act upon the following matters:

Stockholders will also consider and act on any other matters that may properly come before the special meeting or any adjournment or postponement thereof by or at the direction of Clark’s board of directors.

Recommendation of Our Board of Directors

Our board of directors has determined and believes that the merger and Merger Agreement described in this proxy statement are advisable and in the best interests of Clark and its stockholders, and has approved the Merger Agreement. Our board of directors recommends that our stockholders vote “FOR” the proposal to adopt the Merger Agreement.

Our board of directors has determined and believes that giving it the discretionary authority to adjourn the special meeting to a later date or dates, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the proposal to adopt the Merger Agreement is advisable and in the best interests of Clark and its stockholders, and has approved such a proposal. Our board of directors recommends that stockholders vote “FOR” the proposal to authorize our board of directors, in its discretion, to adjourn the special meeting to a later date or dates, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the proposal to adopt the Merger Agreement.

Our board of directors believes the “golden parachute” arrangements and compensation for our named executive officers in connection with the merger are reasonable and competitive with the arrangements being offered by other companies of similar size and in similar industries. Our board of directors recommends that stockholders vote “FOR” the non-binding proposal to approve the “golden parachute” arrangements and compensation for our named executive officers in connection with the merger.

Record Date; Shares Entitled to Vote; Quorum

Only holders of record of our common stock at the close of business on October 3, 2011, the record date, are entitled to notice of, and to vote at, the special meeting. On the record date, 12,032,193 shares of our common stock were issued and outstanding and held by approximately 37 holders of record. Holders of record of our common stock on the record date are entitled to one vote per share at the special meeting on the proposal to adopt the Merger Agreement, any proposal to authorize our board of directors, in its discretion, to adjourn the special meeting, if necessary, to solicit additional proxies, and the non-binding proposal to approve the “golden parachute” arrangements and compensation for our named executive officers in connection with the merger.

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A quorum of stockholders is necessary to hold a valid special meeting. Under our by-laws, a quorum is present if the holders of a majority of the outstanding shares of our common stock entitled to vote are present at the meeting, either in person or represented by proxy. In the event that a quorum is not present at the special meeting, it is expected that the meeting will be adjourned to solicit additional proxies. For purposes of determining the presence of a quorum, abstentions and broker non-votes, if any, will be counted as shares present. Broker non-votes occur in respect of shares held in “street name” when the broker indicates that voting instructions for a particular matter have not been received from the beneficial owners or other persons entitled to vote those shares and the broker does not have discretionary voting authority to vote those shares on that particular matter.

Vote Required

The adoption of the Merger Agreement requires the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote at the special meeting. Adoption of the Merger Agreement is a condition to the closing of the merger.

Approval of any proposal to authorize our board of directors, in its discretion, to adjourn the special meeting, if necessary, to solicit additional proxies requires the affirmative vote of the holders of a majority of the shares of our common stock present in person or represented by proxy and entitled to vote on the matter.

Approval, on a non-binding, advisory basis, of the “golden parachute” arrangements and compensation for our named executive officers in connection with the merger requires the affirmative vote of the holders of a majority of the shares of our common stock present in person or represented by proxy and entitled to vote on the matter.

Voting by Clark’s Directors and Executive Officers

As of October 3, 2011, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, 2,744,923 shares of our common stock (including the shares held in escrow, as described under “The Merger — Interests of our Directors and Executive Officers in the Merger — Escrow Shares” on page 45, but not including shares that can be acquired through stock options that are currently exercisable or may become exercisable within 60 days of October 3, 2011), representing 22.8% of our outstanding common stock. Our directors and executive officers have informed us that they currently intend to vote all of their shares of our common stock “FOR” the adoption of the Merger Agreement, “FOR” any proposal to authorize our board of directors, in its discretion, to adjourn the special meeting and “FOR” the non-binding proposal to approve the “golden parachute” arrangements and compensation for our named executive officers in connection with the merger.

Pursuant to a voting agreement with Gores Logistics, certain of Clark’s executive officers and all of its directors have agreed to vote all of the common stock of Clark beneficially owned by them, whether now owned or hereafter acquired, in favor of the adoption and approval of the Merger Agreement and against any proposal for an extraordinary corporate transaction which would be reasonably likely to prevent consummation of the merger. The executive officers and directors may not sell or otherwise dispose of their respective shares of common stock until termination of the voting agreement. The provisions of the voting agreement will not be deemed to restrict the right of any executive officer or director to act in his capacity as an officer or director consistent with his fiduciary obligations in such capacity. The voting agreement will terminate on the earlier to occur of (i) the effective time of the merger, (ii) the termination of the Merger Agreement in accordance with its terms, and (iii) any material amendment (including to the price) of the Merger Agreement that is adverse to the executive officers or directors.

Voting of Proxies

If your shares are registered in your name, you may cause your shares to be voted by mailing a signed proxy card in the enclosed postage prepaid envelope or by voting in person at the meeting. Additionally, you may submit a proxy authorizing the voting of your shares via the Internet or by telephone. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to submit a proxy via the Internet or by telephone.

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If your shares are registered in your name and you plan to attend the special meeting and wish to vote in person, you will be given a ballot at the meeting. If your shares are registered in your name, you are encouraged to submit a proxy even if you plan to attend the special meeting in person.

You may provide voting instructions on your proxy card. All shares represented by properly executed proxies received in time for the special meeting will be voted at the special meeting in accordance with the instructions of the stockholder. Properly executed proxies that do not contain voting instructions will be voted “FOR” the adoption of the Merger Agreement, “FOR” any proposal to authorize our board of directors, in its discretion, to adjourn the special meeting, if necessary, to solicit additional proxies, and “FOR” the non-binding proposal to approve the “golden parachute” arrangements and compensation for our named executive officers in connection with the merger.

If your shares are held in “street name” through a broker, bank or other nominee, you may provide voting instructions by completing and returning the voting form provided by your broker, bank or other nominee or via the Internet or by telephone through your broker, bank or other nominee if your broker, bank or other nominee provides such a service. To provide voting instructions via the Internet or by telephone, you should follow the instructions on the voting form provided by your broker, bank or other nominee. If you plan to attend the special meeting, you will need a proxy from your broker, bank or other nominee in order to be given a ballot to vote the shares. If you do not return your broker’s, bank’s or other nominee’s voting form, provide voting instructions via the Internet or by telephone through your broker, bank or other nominee, if possible, or attend the special meeting and vote in person with a proxy from your broker, bank or other nominee, it will have the same effect as if you voted “AGAINST” adoption of the Merger Agreement.

Stockholders that abstain from voting on a particular matter and broker non-votes, if any, will not be counted as votes in favor of such matter. Broker non-votes occur in respect of shares held in “street name” when the broker indicates that voting instructions for a particular matter have not been received from the beneficial owners or other persons entitled to vote those shares and the broker does not have discretionary voting authority to vote those shares on that particular matter. For purposes of determining the presence of a quorum, abstentions and broker non-votes, if any, will be counted as shares present. Abstentions and broker non-votes, if any, will have the same effect as if you voted “AGAINST” adoption of the Merger Agreement. Abstentions will have the same effect as if you voted “AGAINST” (i) any proposal to authorize our board of directors, in its discretion, to adjourn the special meeting to a later date or dates, if necessary, to solicit additional proxies in the event there are not sufficient votes in favor of adoption of the Merger Agreement at the time of the special meeting and (ii) the non-binding proposal to approve the “golden parachute” arrangements and compensation for our named executive officers in connection with the merger, but broker non-votes, if any, will have no effect on the voting of either such proposal.

Revocation of Proxies

Any proxy you give pursuant to this solicitation may be revoked by you at any time before it is voted. Proxies may be revoked as follows:

If your shares are registered in your name, you may revoke your proxy by:

If you have instructed a broker, bank or other nominee to vote your shares, you may revoke your proxy only by following the directions received from your broker, bank or other nominee to change those instructions.

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You will not be able to revoke your proxy after the voting for a matter has concluded. Attendance at the special meeting will not in itself constitute the revocation of a proxy; you must vote in person at the special meeting to revoke a previously delivered proxy.

Rights of Stockholders Who Object to the Merger

Stockholders of Clark are entitled to appraisal rights under Delaware law in connection with the merger. This means that you are entitled to have the value of your shares determined by the Delaware Court of Chancery and to receive payment based on that valuation. The ultimate amount you receive as a dissenting stockholder in an appraisal proceeding may be more than, the same as or less than the amount you would have received under the Merger Agreement.

To exercise your appraisal rights, you must submit a written demand for appraisal to Clark before the vote is taken on the Merger Agreement, you must not vote in favor of the adoption of the Merger Agreement and you must comply with other Delaware law procedures explained in this proxy statement. Your failure to follow exactly the procedures specified under Delaware law will result in the loss of your appraisal rights. See “Appraisal Rights” beginning on page 67. The text of the Delaware appraisal rights statute is reproduced in its entirety as Annex C to this proxy statement.

Solicitation of Proxies

This proxy statement and the accompanying proxy card are being furnished in connection with solicitation of proxies by our board of directors for use at the special meeting. The expense of soliciting proxies in the enclosed form will be borne by us. We have retained Morrow to assist in the solicitation of proxies for the special meeting and we estimate that we will pay Morrow a fee of approximately $5,500 plus reimbursement for disbursements at the closing of the merger. In addition, we may reimburse brokers, banks and other custodians, nominees and fiduciaries representing beneficial owners of shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by certain of our directors, officers and employees, personally or by telephone, facsimile, electronic mail or other means of communication. No additional compensation will be paid for such services.

Other Matters

We are not currently aware of any business to be acted upon at the special meeting other than the matters discussed in this proxy statement. Under our by-laws, business transacted at the special meeting is limited to the purposes stated in the notice of the special meeting, which is provided at the beginning of this proxy statement. If other matters do properly come before the special meeting, or at any adjournment or postponement of the special meeting by or at the direction of our board of directors, we intend that shares of our common stock represented by properly submitted proxies will be voted in accordance with the recommendations of our board of directors.

Stockholder List

A list of our stockholders entitled to vote at the special meeting will be available for examination by any Clark stockholder at the special meeting.

For ten days prior to the special meeting, this stockholder list will be available for inspection by any stockholder for any purpose germane to the special meeting during ordinary business hours at 121 New York Avenue, Trenton, New Jersey 08638.

Availability of Documents

The reports, opinions or appraisals referenced in this proxy statement will be made available for inspection and copying during ordinary business hours at our corporate offices located at 121 New York Avenue, Trenton, New Jersey 08638, by any interested holder of our common stock.

Other than with respect to parties who properly executed non-disclosure agreements in connection with our exploration of strategic alternatives, to our knowledge, no provision has been made to grant our unaffiliated stockholders access to our files or those of Gores Logistics or Merger Sub, or to obtain counsel or appraisal services at the expense of any of the foregoing.

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THE PARTIES TO THE MERGER

Clark Holdings Inc.

Clark Holdings Inc., a Delaware corporation, provides non-asset based transportation and logistics services primarily to the print media industry throughout the United States and between the United States and other countries. We currently have two divisions, a domestic division and an international division. Our domestic division operates through a network of operating centers where it consolidates mass market consumer publications so that the publications can be transported in larger, more efficient quantities to common destination points. We refer to each common destination point’s aggregated publications as a “pool. By building these pools, our domestic division offers cost effective transportation and logistics services for time sensitive publications. Our international division has an operating model similar to that of a traditional freight forwarder. It utilizes three distribution centers to consolidate shipments and arrange for international transportation of time sensitive publications, including books and magazines, utilizing third-party carriers (air, ocean or ground). See “Where You Can Find More Information” beginning on page 81.

Clark was incorporated in the state of Delaware on September 1, 2005. Our principal office is located at 121 New York Avenue, Trenton, New Jersey 08638 and our telephone number at that location is (609) 396-1100.

Gores Logistics Holdings, LLC

Gores Logistics Holdings, LLC, a Delaware limited liability company, is an affiliate of The Gores Group formed to serve as an investment vehicle for partnerships affiliated with The Gores Group in businesses in the transportation and logistics industry. Gores Logistics has not acquired any operating businesses as of the date of this proxy statement. The Gores Group is a private equity firm focused on acquiring controlling interests in mature and growing businesses.

Gores Logistics was formed in the state of Delaware on August 19, 2011. Gores Logistics’ principal office is located at c/o The Gores Group, LLC, 6260 Lookout Road, Boulder, CO 80301 and its telephone number at that location is (303) 531-1000.

Gores Logistics Sub, Inc.

Gores Logistics Sub, Inc., a Delaware corporation, is a wholly owned subsidiary of Gores Logistics, formed solely for the purpose of engaging in the transactions described in this proxy statement. Merger Sub has not engaged in any business activities or conducted any operations other than in connection with such transactions. Upon consummation of the merger, Merger Sub will cease to exist, and Clark will continue as the surviving corporation and a wholly owned subsidiary of Gores Logistics.

Merger Sub was incorporated in the state of Delaware on August 19, 2011. Merger Sub’s principal office is located at c/o The Gores Group, LLC, 6260 Lookout Road, Boulder, CO 80301 and its telephone number at that location is (303) 531-1000.

Upon consummation of the merger, Merger Sub will cease to exist, and Clark will continue as the surviving corporation and a wholly owned subsidiary of Gores Logistics.

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THE MERGER

The following discussion summarizes the material terms of the merger. We urge you to read carefully the Merger Agreement, which is attached as Annex A to this proxy statement.

Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will be merged with and into Clark with Clark continuing as the surviving corporation and a wholly owned subsidiary of Gores Logistics. If the merger is completed, you will be entitled to receive $0.46 in cash, without interest and less any applicable withholding taxes, in exchange for each share of our common stock that you own as of the effective time of the merger and for which you have not properly exercised appraisal rights.

After the merger is completed, you will have the right to receive the $0.46 per share cash merger consideration, but you will no longer have any rights as a Clark stockholder and will have no rights as an Gores Logistics stockholder as a result of the merger. You will receive the per share cash merger consideration after surrendering your Clark shares in accordance with the instructions contained in the letter of transmittal to be sent to you shortly after closing of the merger. As a result of the merger, Clark will cease to be a publicly-traded company.

Background to the Merger

Our board of directors and management regularly evaluates our business and operations, our long-term strategic goals and alternatives, and our prospects as an independent company. Our board of directors and management also regularly review and assess trends and conditions impacting Clark and its industry, changes in the marketplace and applicable law, and our competitive market position, growth and revenue potential. As part of its ongoing review of Clark and its position in its industry, our board of directors also regularly reviews the strategic alternatives available to us to enhance stockholder value, including, among other things, possible strategic combinations, acquisitions and divestitures and capital financing transactions.

In connection with its ongoing evaluation of strategic alternatives available to us, at regularly scheduled meetings, our board of directors receives financial updates from our management. During such meetings in 2009 and 2010, our board of directors reviewed the significant factors that were materially adversely impacting the business’s financial performance, including the recent economic recession, the resulting downturn in the business cycles of our customers, changes in fuel costs, and unprofitable start-up operations and diversification initiatives. Our board or directors authorized management to take numerous steps during this period to improve our business’s financial performance, including reducing our workforce, freezing and reducing wages, reducing capital expenditures, amending and ultimately replacing our credit facility, discontinuing our start-up brokerage division, restructuring our domestic and international divisions, selectively increasing prices and improving our purchased transportation utilization. During this period, our board of directors also considered various strategic alternatives available to us.

Given the circumstances described above, and in light of our financial performance, our short and long term business prospects and the challenges facing our industry, beginning in October 2010, we began a focused process to consider the strategic alternatives that may be available to us to enhance stockholder value, including the possible sale of Clark.

On October 14, 2010, our board of directors held a special meeting, at which three investment banking firms, including Eve Partners, LLC, or “Eve Partners,” made presentations regarding strategic alternatives that might be available to us. Following these presentations, and after a lengthy discussion, our board of directors determined that further exploration of strategic alternatives should be undertaken by management and the board of directors.

On October 23, 2010, our independent directors held a meeting to consider matters relating to our exploration of strategic alternatives. At this meeting, a representative of Graubard Miller, counsel to Clark, explained, and the independent directors discussed, the directors’ fiduciary duties to Clark and its stockholders in such circumstances. Our independent directors also reviewed certain of the strategic alternatives that might be available to us to enhance stockholder value, including obtaining additional financing, selling all or a portion of Clark’s business and seeking a strategic partner.

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On November 11, 2010, our board of directors held a regular meeting. At this meeting, among other things, management presented its report on our financial and business performance and our board of directors considered management’s efforts to restructure our operations, discussed our non-compliance with our credit facility financial covenants and reviewed possible strategic alternatives that might be available to us to enhance stockholder value. A representative of Graubard Miller reviewed the directors’ fiduciary duties to Clark and its stockholders, particularly in connection with the directors’ consideration of, and actions taken with respect to, strategic alternatives. Our board of directors considered the future of our business and our short and long term business and financial prospects in light of the challenges facing us and the opportunities available in our business and industry. Among other things, our board of directors reviewed financial and business reports from our management, information provided to our board of directors by management at its previous meetings and information obtained about our business and industry by individual directors both independently and in discussions and meetings with our management. Our board of directors also reviewed our management depth, experience and strengths and weaknesses and the prospects of restructuring and supplementing management by the engagement of a strategic advisor. Our board of directors discussed the feasibility, risks and prospects for success of the initiatives recommended by management to resolve our financial and operational difficulties and to grow our business. Our board of directors considered our short and long term cash flow projections and credit facility covenants, together with possible alternative and additional financing options including refinancing of our existing credit facility and obtaining mezzanine financing. Our board of directors reviewed various strategic alternatives to the continued operation of Clark and its business as now operated, including going private, seeking a strategic partner that would invest in our business and pursuing a sale of all or a portion of our business or assets. Our board of directors deliberated upon each of these possibilities at length, considering the best interests of Clark and its stockholders. In furtherance of its exploration of strategic alternatives, our board of directors discussed the engagement of an investment banker to assist us in evaluating, marketing and effecting a strategic transaction. After discussing at length the presentations made at its October 14, 2010 meeting by three investment banking firms, including Eve Partners, and its subsequent communications and deliberations related thereto, our board of directors authorized the engagement of Eve Partners.

On November 17, 2010 we entered in to an engagement letter with Eve Partners, pursuant to which Eve Partners was engaged to provide certain advisory services in connection with our evaluation of various strategic alternatives, including a possible sale of Clark. Thereafter, with the assistance of Eve Partners, we commenced the preparation of a confidential information memorandum regarding us and our business and our management and Eve Partners began identifying potential strategic transaction parties to be contacted by Eve Partners following authorization by our board of directors.

On November 27, 2010, at a special meeting, our board of directors considered and authorized the engagement of AlixPartners, LLP, or “AlixPartners,” as our strategic advisor. On November 30, 2010, we engaged AlixPartners to provide strategic advisory services to us through March 2011 (subsequently extended through September 2011), including making Christian B. Cook, a director of AlixPartners, available to serve as our interim president and chief operating officer. AlixPartners’ duties were to include evaluating and implementing strategic and tactical options to improve our financial performance, such as improving our purchased transportation utilization, and assisting us in identifying and evaluating strategic alternatives to enhance stockholder value.

Commencing on January 20, 2011, our board of directors began holding meetings on a weekly basis with management, which we refer to herein as the “oversight meetings,” for the purpose of monitoring and overseeing our business and financial performance, especially our liquidity, revenues, financial covenant compliance under our credit facility and our customer relationships, and for the purpose of updating the board of directors on our exploration of strategic alternatives to enhance stockholder value. At the oversight meeting on January 20, 2011, representatives of Eve Partners also described in general the anticipated time frame for a strategic transaction involving Clark and our board of directors discussed the status of negotiations with its lender, Cole Taylor Bank. At oversight meetings held on January 25, February 1 and February 8, 2011, our board of directors reviewed with management our financial performance and liquidity and received updates from management on the preparations for publicly announcing our intention to explore financial and strategic alternatives to enhance stockholder value. Representatives from AlixPartners also attended the January 25, February 1 and February 8, 2011 meetings.

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On February 13, 2011, our board of directors held a meeting to further consider our financial and business prospects and to further consider financial and strategic alternatives to enhance stockholder value. Our board of directors discussed strategic transactions that might be available to us and explained plans for a broad marketing process to be conducted by management and Eve Partners, including the making of a public announcement and the distribution to interested parties of a confidential information memorandum. Our board of directors considered our short and long term financial and business prospects and continued its review of the feasibility and risks associated with initiatives intended to resolve our financial and business difficulties and to grow our business. Our board of directors also considered potential strategic transactions, including, among other things, going private, seeking a strategic partner to invest in our business and selling a portion of our business. A representative of Graubard Miller reviewed the directors’ fiduciary duties to Clark and its stockholders in connection with potential strategic transactions. At the conclusion of the meeting, our board of directors authorized our management and Eve Partners to commence marketing efforts related to potential strategic transactions.

On February 14, 2011, we publicly announced our intention to explore financial and strategic alternatives to enhance stockholder value, including the possible sale or merger of Clark.

During the period from February 14 through March 31, 2011, Eve Partners contacted or was approached by approximately 134 potential strategic transaction parties. Such parties included companies within our industry, which we sometimes refer to as “strategic parties,” as well as a number of companies from the financial industry, which we sometimes refer to as “financial parties.” Potential transaction parties who responded favorably were asked to enter into non-disclosure agreements with us. After negotiations, 37 financial parties, including The Gores Group on March 7, 2011, and ten strategic parties signed non-disclosure agreements with us. Eve Partners distributed the confidential information memorandum to those parties that had executed a non-disclosure agreement. The memorandum was accompanied by a process letter instructing the recipients to submit indications of interest to us by March 25, 2011.

At oversight meetings on February 15, February 22, March 1, March 8, March 15, March 22 and March 29, 2011, our board of directors reviewed with management our financial performance and liquidity and received updates from management on the progress of management’s and Eve Partner’s activities, including the number of contacts with, and the level of interest expressed by, interested parties. Representatives from AlixPartners also attended the February 22, 2011 meeting.

By March 29, 2011, out of the 47 parties that had signed non-disclosure agreements, Eve Partners, on our behalf, had received indications of interest for the purchase of Clark from seven parties, of which four were financial parties and three were strategic parties. One of the financial parties, whom we refer to as “Party C,” also proposed a transaction involving the issuance by us of convertible notes.

On March 31, 2011, our board of directors held a special meeting to consider and discuss the indications of interest that had been submitted. A representative of Eve Partners provided a detailed summary of the marketing process that had been conducted and described in detail each of the seven indications of interest. The indications of interest valued Clark at between $8 million and $22.5 million, less debt and certain other amounts. The Gores Group’s indication of interest valued Clark at between $11 million and $13 million, less debt and certain other amounts. On March 31, 2011, the closing price of our common stock on NYSE Amex was $0.39 per share, representing a market capitalization of approximately $4.7 million. Our board of directors also considered the transaction involving the issuance by us of convertible notes proposed by Party C. After a lengthy discussion, our board of directors decided not to pursue the convertible notes transaction, because it was not economically superior to the other indications of interest and would not provide liquidity to stockholders or address the inherent cost issues facing Clark. After further discussion, our board of directors determined to proceed with management presentations to each of the seven prospective transaction parties. Subsequent to this meeting, one of the strategic parties declined to proceed further in the process. We sometimes refer to the six remaining prospective transaction parties as the “potential buyers.”

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During early April, the potential buyers were provided access to a virtual data room that we had created in connection with the strategic transaction process. Throughout the process leading to the execution of the Merger Agreement, the virtual data room was updated with new information, including specific information requested by The Gores Group, as well as the other potential buyers. From April 18 to May 3, 2011, our management gave an extensive presentation regarding us to each of the potential buyers.

At the oversight meetings on April 4, April 12, April 19, April 26 and May 3, 2011, our board of directors reviewed with management our financial performance and liquidity and received updates from management on the progress of the management presentations. Also during April 2011, in consultation with us, Graubard Miller prepared our proposed form of merger agreement to be provided to potential buyers reflecting terms under which we proposed to effect a sale of Clark.

On May 9, 2011, our board of directors held a special meeting to consider the process letter that would be provided to each potential buyer instructing them on the procedures for submitting a letter of intent to us. Our proposed form of merger agreement would be included with the process letter. Representatives from Graubard Miller and Eve Partners led our board of directors through a review of the material terms of the process letter and our proposed form of merger agreement, including the “go-shop” and “no-shop” provisions, the forward and reverse termination fees and the representations and warranties. The representatives from Graubard Miller also discussed the “fiduciary out” provisions contained in the merger agreement, which would allow us to consider and accept superior acquisition proposals after a merger agreement was executed. After a lengthy discussion, our board of directors authorized Eve Partners to deliver the process letter and our proposed form merger agreement to the potential buyers. Our board of directors also considered whether to obtain an opinion as to the fairness of the consideration to be paid in any sale transaction. Though the consideration was expected to be in excess of Clark’s market capitalization, our board of directors determined that a well-prepared independent financial analysis would nonetheless assist it in determining whether our stockholders were receiving fair value in any sale transaction.

Immediately following the May 9, 2011 board meeting, Eve Partners provided the process letter and our proposed form of draft merger agreement to each potential buyer. The process letter established May 25, 2011 as the deadline by which the prospective buyers were to submit a letter of intent along with comments to our proposed form of merger agreement.

From May 9 through May 25, 2011, our management and Eve Partners responded to telephone inquiries and due diligence requests from each of the potential buyers.

At oversight meetings on May 10, May 17 and May 24, 2011, our board of directors reviewed with management our financial performance and liquidity and received updates from management and representatives of Eve Partners with respect to discussions that had been held with, and continuing due diligence that had been conducted by, the potential buyers.

On May 25, 2011, Clark received a non-binding letter of intent along with a mark-up of our proposed form of merger agreement from The Gores Group, a non-binding letter of intent along with a mark-up of our proposed form of merger agreement from one of the strategic parties, and a non-binding letter of intent that did not include a mark-up of our proposed form of merger agreement from another of the strategic parties. The letters of intent valued Clark at between $14.2 million and $18 million, less debt and certain other amounts. On May 25, 2011, the closing price of our common stock on the NYSE Amex was $0.34 per share, representing a market capitalization of approximately $4.1 million. We sometimes refer to the three potential buyers that submitted non-binding letters of intent as the “final bidders.”

On May 30, 2011, our board of directors held a meeting to review the three non-binding letters of intent that had been received from the final bidders. A representative of Eve Partners described the economic terms of each of the non-binding letters of intent, including the valuations of Clark, the implied net equity values and any purchase price or other adjustments identified therein. A representative of Graubard Miller discussed the material changes proposed by each of the two final bidders that had provided comments to our proposed form of merger agreement, noting that each such final bidder had expressed a preference for removing the “go-shop” provision, and discussed the material terms of each letter of intent, focusing on exclusivity periods and “break-up” fees. The representative from Graubard Miller noted that the requested changes to our

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proposed form of merger agreement did not affect the directors’ “fiduciary out.” Our board discussed the letters of intent at length and established a plan and criteria for further negotiations by management and Eve Partners with each final bidder, emphasizing that the purchase price and certainty of closing the transaction were the most critical factors.

On June 2 and June 3, 2011, our management and representatives of Eve Partners and Graubard Miller conducted telephone conferences with representatives of each of the three final bidders to review and clarify the terms of, and to commence initial negotiations with respect to, their respective non-binding letters of intent and, if provided, the mark-up to our proposed form of merger agreement.

On June 3, 2011, Clark provided to each final bidder a memorandum outlining the terms agreed to during the telephone conferences and additional critical terms, including purchase price increases, that Clark would require to proceed with a transaction. Each final bidder was instructed to provide a revised letter of intent reflecting such terms, along with a revised mark-up of our proposed form of merger agreement, by June 10, 2011.

During the period between June 3 and June 10, 2011, discussions were held between representatives of Eve Partners and representatives of each of the final bidders.

At an oversight meeting on June 7, 2011, our board of directors reviewed with management our financial performance and liquidity and received an update from management on the progress of negotiations with the final bidders.

On June 8, 2011, The Gores Group provided Clark with a revised non-binding letter of intent and a revised mark-up of our proposed form of merger agreement. The revised letter of intent valued Clark at $17.75 million, less debt and certain other amounts. On June 8, 2011, the closing price of our common stock on the NYSE Amex was $0.30 per share, representing a market capitalization of approximately $3.6 million.

On June 10, 2011, our management, representatives of Eve Partners and Graubard Miller and representatives of The Gores Group conducted discussions and negotiations concerning the purchase price and other terms reflected in The Gores Group’s revised non-binding letter of intent, including The Gores Group’s proposal that the letter of intent include an exclusivity period terminable by Clark after 30 days. Additional discussions were conducted on June 10 and June 11, 2011 by representatives of Eve Partners with representatives of The Gores Group concerning their revised non-binding letter of intent and changes to the terms reflected therein that would be acceptable to us.

On June 11, 2011, The Gores Group provided us with a second revised non-binding letter of intent reflecting the negotiations and discussions occurring on June 10 and June 11, 2011. The second revised letter of intent included the 30-day exclusivity period and permitted us to respond to unsolicited offers from other parties for strategic transactions with Clark.

No revised letters of intent were provided to us by the other two final bidders.

On June 12, 2011, our board of directors held a special meeting to consider the second revised non-binding letter of intent submitted by The Gores Group. A representative of Eve Partners summarized the negotiations that had taken place over the last several weeks with each of the final bidders and led a discussion of the material terms of The Gores Group’s second revised letter of intent. Our board of directors discussed at length the valuation of Clark, the implied net equity value, the financing of the deal and the proposed exclusivity provision. Our board of directors also reviewed with its advisors the material provisions of The Gores Group’s mark-up of our proposed form of merger agreement, focusing on the conditions to closing. Our board of directors concluded that the letter of intent from The Gores Group had superior economic and business terms compared to the initial letters of intent submitted by the other final bidders. After discussion, our board of directors authorized management to enter into the revised non-binding letter of intent with The Gores Group. Our board of directors also directed management, prior to entering into the revised non-binding letter of intent, to advise the other final bidders and other possible purchasers that Clark might resume negotiations with them in the future. Later on June 12, 2011, a member of management executed the second revised non-binding letter of intent and delivered it to The Gores Group.

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From June 15 through July 7, 2011, The Gores Group conducted due diligence with respect to Clark’s operations, financial performance and financial projections, including meetings conducted at Clark’s facilities on June 15 and June 22, 2011. During this period, members of our management and representatives of Eve Partners provided information and conducted numerous conferences with representatives of The Gores Group. Also during this time, representatives of Graubard Miller and The Gores Group conducted negotiations concerning our proposed form of merger agreement. On June 30, 2011, after review of the document by, and consultation with, our management, Graubard Miller sent a revised proposed form of merger agreement to The Gores Group.

On July 12, 2011, The Gores Group informed Clark that, based on its confirmatory operational and financial due diligence, it would be reducing its valuation of Clark to $15.5 million, less debt (including accounts payable on extended terms from vendors to Clark) and certain other amounts. On July 12, 2011, the closing price of our common stock on the NYSE Amex was $0.266 per share, representing a market capitalization of approximately $3.2 million. The Gores Group stated that, among other things, the reduction was based on revisions to its financial projections for Clark for 2011 and a review of our trade payables.

On July 13, 2011, after consultation with our board of directors, we terminated our exclusivity arrangement with The Gores Group in accordance with the terms of the second revised letter of intent with The Gores Group. We instructed Eve Partners to continue discussions with The Gores Group on a non-exclusive basis and to resume discussions with the other final bidders and other prospective purchasers.

Between July 14 and July 22, 2011, Eve Partners conducted conferences with one of the final bidders, whom we refer to as “Party A,” concerning its interest in purchasing Clark. After these conferences, Party A resumed its due diligence investigation of Clark. On July 22, 2011, Party A informed Eve Partners that it was interested in our business but only if a fully integrated segment of our business were divested prior to the sale.

At oversight meetings on June 14, June 21, June 28, July 5, July 12, July 19 and July 16, 2011, our board of directors reviewed with management our financial performance and liquidity and received an update from management on the progress of negotiations with The Gores Group. In addition, at the June 21, 2011 oversight meeting, our board of directors, after reviewing proposals from three financial advisory firms, approved the engagement of Integgra Advisory Services, LLC, or “Integgra,” to furnish us with a “fairness” opinion in connection with any sale of Clark.

On July 22, 2011, discussions were held between representatives of Eve Partners and The Gores Group concerning the terms of a new non-binding letter of intent to be submitted to us.

On July 23, 2011, The Gores Group provided us with new non-binding letter of intent. The new letter of intent valued Clark at $14.5 million, less debt and certain other amounts. On July 22, 2011, the closing price of our common stock on the NYSE Amex was $0.25 per share, representing a market capitalization of approximately $3 million.

On July 24, 2011, our board of directors held a special meeting to consider the new non-binding letter of intent submitted to us by The Gores Group. Our management and a representative of Eve Partners summarized the events that had led management to terminate the exclusivity under the previous non-binding letter of intent and reviewed The Gores Group’s reduction in its valuation of Clark reflected in the new letter of intent. Management also described the negotiations with The Gores Group with respect to a new exclusivity period, in which our management had insisted on an exclusivity period terminable by us after no more than ten days. Our board of directors discussed the letter of intent at length, including the valuation of Clark and the implied net equity value. Our board of directors also weighed the benefits and risks of remarketing of strategic transactions involving Clark, including a sale of Clark, and the short and long term prospects for our business, including management’s plans for improving our profitability. The directors discussed various alternatives at length, including accepting the proposal by The Gores Group, finding an alternative purchaser, pursuing a sale transaction with Party A for a portion of Clark’s business, instituting business restructuring initiatives and continuing to operate Clark, seeking a strategic investment partner and obtaining mezzanine financing. At the conclusion of the meeting, after a lengthy discussion of these alternatives, our board of directors authorized management to execute the letter of intent with The

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Gores Group but also directed management to prepare a detailed plan for continuing to operate Clark as an independent entity, which we sometimes refer to as the “operations plan.” Later on July 24, 2011, management executed the new non-binding letter of intent and delivered it to The Gores Group.

From July 26 through August 4, 2011, members of our management and representatives of The Gores Group and Eve Partners conducted a number of conferences and meetings, including meetings at Clark’s facilities, at which we provided additional due diligence information to The Gores Group.

On July 31, 2011, our board of directors held a special meeting to review the operations plan that management was directed to prepare at the July 24, 2011 board meeting. Management explained the general assumptions underlying the plan, including the timing for any remarketing of strategic transactions involving Clark, the long-term restructuring of the business and anticipated industry dynamics. Management then described the details of the plan, including our expected capital requirements, the available resources for meeting those requirements, management restructuring options and cost reduction initiatives. Management discussed the possible benefits of going private and the feasibility of replacing our credit facility with Cole Taylor Bank. Our board of directors reviewed the expected effect of each such action on our liquidity and weighed the customer, vendor and other operational risks that might arise. Our board of directors also considered trends in the industry at large and their impact on our business.

On August 2, 2011, members of our management and representatives of each of Eve Partners, Graubard Miller and The Gores Group conducted a conference call concerning the per share purchase price that would be payable to stockholders in the proposed transaction with The Gores Group, accounting for debt and other estimated expenses.

On August 4, 2011 representatives of The Gores Group communicated to representatives of Eve Partners that The Gores Group was finalizing its due diligence and planned to obtain required internal approval to execute an acquisition agreement.

On August 5, 2011, members of our management and representatives of each of Eve Partners, Graubard Miller and The Gores Group conducted another conference call concerning the per share purchase price that would be payable to stockholders in the proposed transaction with The Gores Group, accounting for debt and other estimated expenses.

On August 8, 2011, representatives of The Gores Group informed representatives of Eve Partners that The Gores Group no longer planned to proceed with the proposed transaction with us because of, among other things, concern over the effects of print media digitalization on our business and the volatility in the capital markets resulting from macroeconomic factors, including Standard & Poor’s lowering of its long-term sovereign credit rating on the United States on August 5, 2011. However, The Gores Group representatives expressed a willingness to propose revised terms and continue to negotiate a transaction.

On August 9, 2011, Clark terminated the exclusivity arrangements in accordance with the new letter of intent and, thereafter, Clark continued negotiations with The Gores Group on a non-exclusive basis.

From August 10 to August 27, 2011, representatives of Eve Partners contacted parties it had identified as potential strategic transaction parties, including: one of the other final bidders, whom we refer to as “Party B”; Party C, who submitted an indication of interest to Clark but did not submit a letter of intent and who also proposed with its indication of interest a transaction involving the issuance by Clark of convertible notes; and two additional parties that reviewed the confidential information memorandum but did not submit indications of interest to Clark, who we refer to as “Party D” and “Party E,” respectively. On August 16, 2011, Party D and, on August 18, 2011, Party B each informed Eve Partners that it would not pursue a transaction with Clark.

At oversight meetings on August 9 and August 16, 2011, our board of directors reviewed with management our financial performance and liquidity and received from management an update on the progress of negotiations with The Gores Group.

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On August 18, 2011, members of our management, an independent member of our board of directors and representatives of Eve Partners and The Gores Group conducted a telephone conference to discuss the decision-making process, including timing, necessary for The Gores Group to approve or finally reject a transaction with us. During this meeting, representatives of The Gores Group indicated that, if a valuation of Clark were agreed upon, The Gores Group would seek to obtain all required internal approvals for the proposed transaction with us on August 19, 2011.

On August 19, 2011, members of our management and representatives of Eve Partners, Graubard Miller and The Gores Group conducted another conference call, during which the parties continued to negotiate the per share purchase price that would be payable to stockholders in the proposed transaction with The Gores Group, accounting for debt and other estimated expenses.

Also on August 19, 2011, a special meeting of our board of directors was held to discuss various matters, including a general business update, the status of negotiations relating to the transaction with The Gores Group, and continued consideration of options to enhance stockholder value. At this meeting, our management and representatives of Eve Partners provided a recap of the process undertaken by us to explore strategic alternatives, focusing on the marketing process undertaken by us with respect to a sale or investment transaction, and updated our board of directors on the latest developments and next steps in the negotiations with The Gores Group. A representative of Eve Partners also informed our board of directors of recent discussions that Eve Partners had held with Party A, Party B and Party C concerning a possible sale of Clark or investment in Clark. A representative of Eve Partners provided his assessment as to the each such party’s level of interest and ability and motivation to provide a timely and credible offer to us. He also provided a general summary of the terms of an investment transaction that were expected to be reflected in a term sheet to be provided by Party C. Our board of directors determined to convene a subsequent special meeting following further developments with respect to the proposed transaction with The Gores Group and receipt of a term sheet from Party C.

On August 20, 2011, representatives of The Gores Group communicated to representatives of Eve Partners that the proposed transaction with us could not be approved internally by The Gores Group at the valuation of Clark last discussed among Eve Partners and The Gores Group representatives, and both a revision of the financial terms and additional due diligence by The Gores Group would be required to proceed.

On August 22, 2011, a special meeting of our board of directors was held to consider various matters, including the status of the proposed transaction with The Gores Group, the terms for an investment in us provided verbally to Eve Partners by Party C, the status of discussions with Party E concerning a possible sale of Clark and analysis of possible internal restructuring plans. Our board of directors discussed the preliminary proposal made by Party C, the assumed value of Clark as reflected therein, the due diligence and other requirements for Party C to proceed with the necessary arrangements concerning the proposed transaction with us, the feasibility of such a transaction and the risks of such a transaction being consummated. Our board of directors also considered management’s plans for short and long term restructuring of Clark’s operations and management that would be implemented if a strategic transaction were not consummated on a timely basis.

On August 24, 2011, The Gores Group provided a revised and final offer for a transaction with us. Under the terms of the final offer, an affiliate of The Gores Group would acquire all of our outstanding common stock in a merger transaction at a purchase price of $0.46 per share. Alternatively, if the transaction were restructured as an asset sale to accommodate possible tax benefits to The Gores Group, The Gores Group indicated it could pay more for the assets than it would for the equity, at a price which The Gores Group characterized as $0.54 per share, although this per share amount did not account for tax and other implications to Clark and its stockholders.

Also on August 24, 2011, Party C provided Clark with a preliminary draft term sheet for an issuance of convertible notes by Clark. A portion of the proceeds would be used to repurchase in a tender offer not less than a specified percent of Clark’s outstanding common stock. The amount of Party C’s investment, the conversion price, the portion of the proceeds used for repurchases, the target percent in the tender offer and the premium to market price in the tender offer were all presented as tentative figures. The premium to market

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price of our common stock was tentatively set forth as 30%. On August 24, 2011, the last closing price of our common stock on the NYSE Amex of $0.223.

On August 27, 2011, our board of directors held a special meeting to consider the final offer from The Gores Group, including the alternative structure of an asset sale, and the preliminary draft term sheet provided by Party C. At the meeting:

Following a detailed discussion of these matters and following careful consideration of the proposed merger agreement and the transactions contemplated by the merger agreement, our board of directors (1) approved and declared advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement, and (2) declared that the terms of the merger agreement and the transactions contemplated by the merger agreement, including the merger, on the terms and subject to the conditions set forth therein, are in the best interests of our stockholders. Our board of directors resolved to recommend that our stockholders approve and adopt the merger agreement and the transactions contemplated thereby, including the merger. The board of directors authorized the appropriate officers of Clark to finalize and execute the merger agreement and related documentation.

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From August 27, 2011 to September 1, 2011, representatives of Clark, Graubard Miller and The Gores Group completed the definitive merger agreement and related schedules and ancillary documents, including a funding commitment by certain investment partnerships affiliated with The Gores Group, as to which Clark was a named third party beneficiary and signatory.

At an oversight meeting August 30, 2011, our board of directors reviewed with management our financial performance and liquidity and received an update from management on the status of the definitive merger agreement and related schedules and ancillary documents.

On September 1, 2011 we executed the Merger Agreement with Gores Logistics and Merger Sub and we publicly announced the signing of the Merger Agreement.

The Merger Agreement provides that, until 11:59 p.m., Eastern time, on September 30, 2011, we were allowed to initiate, solicit and encourage alternative acquisition proposals from third parties, and provide non-public information to, and participate in discussions and negotiate with, third parties with respect to acquisition proposals. At the direction of our board of directors, Eve Partners conducted this “go-shop” process on our behalf. During the “go-shop” period, representatives from Eve Partners contacted 28 parties to determine whether they would be interested in a transaction with us that would be superior to the Gores Logistics transaction. Eve Partners also received unsolicited communications from two other parties. Representatives of Eve Partners did not receive an indication of interest from any of these 30 parties, which included all six “potential buyers” discussed on page 26.

Reasons for the Merger and Recommendation of Our Board of Directors

Our board of directors recommends that you vote “FOR” adoption of the Merger Agreement, “FOR” any proposal to authorize our board of directors, in its discretion, to adjourn the special meeting, if necessary, to solicit additional proxies and “FOR” the non-binding proposal to approve the “golden parachute” arrangements and compensation for our named executive officers in connection with the merger. At a meeting of our board of directors on August 27, 2011, after consultation with our management, financial advisors (including our investment banker) and legal counsel, our board of directors determined that the Merger Agreement and the merger are advisable and in the best interests of Clark and its stockholders and approved the Merger Agreement.

In the course of reaching its decision, our board of directors consulted with our management, financial advisors (including our investment banker) and legal counsel, reviewed a significant amount of information and considered a number of factors, including, among others:

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Our board of directors also considered a number of uncertainties and risks in its deliberations concerning the merger and the other transactions contemplated by the Merger Agreement, including the following:

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Opinion of Financial Advisor

We retained Integgra Advisory Services, LLC, or “Integgra”, as its financial advisor to evaluate whether the consideration in the proposed merger was fair, from a financial point of view, to the holders of our common stock. At the meeting of the our board of directors on August 27, 2011, Integgra rendered its written opinion to our board of directors that, as of such date and based upon and subject to the various factors, assumptions, qualifications and limitations set forth in such written opinion, the $0.46 per share cash consideration to be paid to the holders of our common stock in the merger was fair, from a financial point of view, to the holders of our common stock.

The full text of the written opinion of Integgra dated August 27, 2011, which sets forth, among other things, the assumptions made, procedures followed, matters considered, qualifications and limitations on the review undertaken in rendering its opinion, is attached as Annex B to this proxy statement and is incorporated herein by reference. The summary of Integgra’s opinion set forth in this document is qualified in its entirety by reference to the full text of the opinion. Stockholders should read this opinion carefully and in its entirety. Integgra’s opinion is directed to our board of directors, addresses only the fairness from a financial point of view, to the holders of our common stock of the $0.46 per share cash consideration to be paid to such holders in the proposed merger, and does not address any other aspect of the merger or any other transactions. Integgra provided its advisory services and opinion for the information and assistance of our board of directors in connection with its consideration of the proposed merger.

The opinion of Integgra does not constitute a recommendation as to how any stockholder should vote with respect to the proposed merger or any other matter.

The $0.46 per share cash consideration to be paid to the holders of Clark common stock in the merger was determined in negotiations between Clark and Gores Logistics, and the decision to approve and recommend the merger was made by the Clark board of directors.

Integgra provides valuation and financial advisory services to a national client base across a spectrum of industries. The firm’s services include valuations related to mergers and acquisitions for public and privately held companies, strategic planning, financial reporting, bankruptcy, and litigation support, including providing expert testimony. Integgra was selected by our board of directors on the basis of such experience to advise Clark in connection with the merger and to deliver a fairness opinion to the Clark board of directors addressing the fairness from a financial point of view of the $0.46 per share cash consideration in the proposed merger to the holders of common stock of Clark as of the date of such opinion.

Summary of Financial Analyses by Integgra Advisory Services, LLC

For the purpose of determining whether the merger consideration to be paid by Gores Logistics for the purchase of Clark’s securities, as negotiated between the parties to the merger agreement, was fair, from a financial point of view, to Clark’s stockholders, Integgra relied on several generally accepted valuation techniques, including calculations based on discounted cash flow and valuation multiples determined based on an analysis of selected comparable public companies and mergers and acquisitions, or “M&A,” transactions.

The following is a summary of the material financial analyses used by Integgra in connection with providing its opinion to Clark’s board of directors. In order to fully understand the financial analyses used by Integgra, the financial information must be read together with the text of each financial summary. The financial summaries alone do not constitute a complete description of the financial analyses. Rather, the analyses listed in the tables and described below must be considered as a whole; considering any portion of such analyses and of the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Integgra’s opinion.

Income Approach — Discounted Cash Flow Analysis

A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset by calculating the “present value” of estimated future cash flows of the asset. “Present value” refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or

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amounts by a discount rate that takes into account macro-economic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

Integgra performed its discounted cash flow analysis by adding (1) the present value of projected “free cash flows” for Clark for the remainder of fiscal year 2011 through 2020 to (2) the present value of the “terminal value” for Clark as of 2020. “Free cash flow” is defined as cash that is available to either reinvest or to distribute to shareholders and “terminal value” refers to the value of all future cash flows from an asset at a particular point in time.

The methodology used by Integgra to determine the present value of the free cash flows of Clark is summarized below:

Discounted Cash Flow Analysis Methodology

Adjusted for

Less

Equals

Multiplied by

Equals

The projected financial information that Integgra used in its discounted cash flow analysis is based on financial forecasts and estimates provided by Clark’s management. Estimates were based on management’s company and industry experience, including recent company performance and the outlook for the company and industry. Note that these projections involve numerous and significant subjective determinations that may or may not prove to be correct or complete. No representation or warranty, express or implied, is made as to the accuracy or completeness of such projections and none of these projections should be relied upon as a representation, warranty or guaranty, whether as to the present or future.

The projected revenues, EBITDA and free cash flow figures used by Integgra in its discounted cash flow analysis for Clark are presented below. EBITDA is not a presentation made in accordance with U.S. generally accepted accounting principles. Integgra Advisory Services used EBITDA because it believes EBITDA is a measure that is generally accepted by the financial community in the valuation of assets.

Clark Holdings Projected Financial Information

(in $ millions)

		Actual 31 wks ending 8/6 2011				Proj. 21 weeks 12/31 2011Projected FYE
										2011				2012				2013				2014				2015				2016				2017				2018				2019				2020
Revenue		$	35,831			$	26,570			$	62,401			$	62,401			$	64,273			$	66,201			$	66,187			$	70,233			$	72,340			$	74,510			$	76,745			$	79,048
EBITDA		$	754			$	2,112			$	2,866			$	2,496			$	2,571			$	3,310			$	3,409			$	3,512			$	3,617			$	3,726			$	3,837			$	3,952

Integgra calculated the projected free cash flows for Clark for the remainder of fiscal year 2011 through 2020 based on its projected net operating profit after tax, plus depreciation, less increases in net working capital, less capital expenditures. Integgra also calculated a terminal value for Clark as of 2020 by applying a commonly used Gordon Growth Method, including a terminal growth rate of 2.0% and a discount rate of 20%

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that were based on discussions with management. Integgra believes that these values used in the determination of terminal value are supported by various benchmarks.

Finally, Integgra discounted the projected free cash flows and the terminal value for Clark to their respective present value equivalents using a cost of capital assumption of 20%.

The foregoing discounted cash flow analysis indicated a range of enterprise values for Clark of approximately $8 million to $10 million.

Market Approach — Comparable Company/Comparable M&A Transaction Analysis

The comparable public company analysis is based upon a comparison of the subject company to publicly held companies whose stocks are actively traded and whose market multiples may be used to provide indications of value for comparable companies. As part of this analysis, Integgra identified ten publicly-traded companies that share many of the same operating characteristics and are affected by many of the same economic forces as Clark, and which Integgra considered to be reasonably comparable to Clark in terms of investment risks and attributes, as well as products provided and markets served.

Integgra also identified nine recent M&A transactions involving target companies operating in the global logistics services industry, and derived implied valuation multiples for the targets in those transactions.

None of the companies utilized for comparative purposes in this analysis is identical to Clark. Accordingly, a complete valuation analysis cannot be limited to a quantitative review of the selected companies and involves complex considerations and qualitative judgments concerning differences in financial and operating characteristics of such companies, as well as other factors that could affect their value relative to that of Clark.

The specific steps applied by Integgra in its selected public company/selected M&A transaction analysis are summarized below:

Comparable Public Company Analysis Methodology

Relevant market data for the ten public companies used in the comparable public company portion of the analysis is summarized in the table below (where “TTM” stands for “trailing twelve months”):

($mm except multiples)

Company Name		Market Cap				Enterprise Value				TTM Revenue				TTM Revenue Multiple
R.R Donnelley & Sons		$	2,664.9			$	6,379.2			$	10,402.1				0.61x
Quad/Graphics		$	958.1			$	2,499.0			$	4,766.6				0.52x
CH Robinson Worldwide		$	11,126.4			$	10,810.5			$	9,818.8				1.10x
Echo Global Logistics		$	302.8			$	261.3			$	508.3				0.51x
Expeditors Int’l of Washington		$	9,276.6			$	8,049.7			$	6,291.9				1.28x
Hub Group		$	1,091.0			$	1,072.7			$	2,203.4				0.49x
Landstar System		$	1,855.7			$	1,879.6			$	2,459.8				0.76x
Roadrunner Transportation		$	454.4			$	502.0			$	708.9				0.71x
Universal Truckload Services		$	237.2			$	220.1			$	650.2				0.34x
UTi Worldwide		$	1,289.3			$	1,099.9			$	4,693.3				0.23x

		TTM Revenue Multiple
High			1.28x
Median			0.57x
Mean			0.66x
Low			0.23x

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Comparable M&A Transaction Analysis Methodology

Relevant market data for the nine target companies in the M&A transactions used in the selected M&A transactions portion of the analysis is summarized in the table below:

($mm except multiples and percentages)

Buyer

Seller

Date

Deal Price

Revenue

EBITDA

EV Revenue Multiple

EV EBITDA Multiple

Radiant Logistics

DBA Distribution Services

Apr-11

$

10.2

$

91.6

$

0.6

0.11x

16.86x

Toll Holdings Ltd

McLaughlin Freightlines Pty Ltd.

Dec-10

25.0

20.0

N/A

1.25x

N/A

TransForce

Dynamax

Dec-10

248.0

406.5

20.6

0.61x

12.06x

Genco Holdings I

ATC Technology Corporation

Jul-10

512.6

485.0

76.8

1.06x

6.67x

Jumbo Glory Ltd

WLG

May-10

1.0

143.8

NM

0.01x

NM

Jumbo Glory Ltd

WLG

Feb-10

2.0

143.8

NM

0.01x

NM

Toll Holdings Ltd

Summit Logistics International

Feb-10

80.0

300.0

N/A

0.27x

N/A

CanWel Holdings

Broadleaf Logistics Company

Feb-10

82.2

565.2

8.9

0.15x

9.28x

Toll Holdings Ltd

Express Logistics Group Ltd

Sep-08

6.3

61.3

0.9

0.10x

7.06x

		EV Revenue Multiple				EV EBITDA Multiple
High			1.25x				16.86x
Mean			0.40x				10.39x
Median			0.15x				9.28x
Low			0.01x				6.67x

Integgra considered several key business and financial factors in the selection of the valuation multiples:

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Integgra noted that Clark’s revenue growth is at the low end of the peer group to which it is being compared, and that the potential use of an EBITDA multiple analysis would not be meaningful due to Clark’s negative TTM and projected 2011 EBITDA. In addition, Integgra noted that none of the selected comparable companies is identical to Clark and its business model. Based on the foregoing, Integgra concluded that it would be appropriate to use a revenue multiple for the analysis.

Based on the foregoing, Integgra relied on the following determinations in deriving indications of value from its comparable public company/comparable M&A transaction analysis:

Integgra used the comparable public company and comparable M&A transaction multiples shown in the tables above as data points in determining the appropriate valuation multiples to use in its analysis. Integgra selected a revenue multiple of .15x, slightly below the low end of the range of revenue multiples of .23x from the set of comparable public companies, and a revenue multiple of .15x from the set of comparable transactions, which is the median multiple, and applied these to Clark’s trailing twelve months revenue.

Multiplied by

Equals

Integgra then derived the concluded enterprise value ranges for Clark of approximately $8 million to $10 million for the comparable public company methodology, and approximately $8 million to $10 million for the comparable M&A transaction methodology.

Other Considerations

In addition to the foregoing income and market approaches, Integgra also reviewed and considered the values of bids placed by other potential buyers. The implied equity value per share of $0.46 offered by the buyer was the highest of the group of bids as of the valuation date of August 24, 2011 submitted by multiple bidders during the strategic alternatives bidding process. This price is also 109% greater than the publicly-traded market price of $0.22 for Clark as of the valuation date.

Summary of Analyses

The range of values for Clark that Integgra derived from its discounted cash flow analysis was approximately $8 million to $11 million. The range of values for Clark that Integgra derived from its comparable public company analysis was approximately $8 million to $10 million, and for the comparable M&A transaction analysis was approximately $8 million to $10 million. The enterprise value for Clark of approximately $8.6 million, equal to the sum of the aggregate merger consideration to be paid to the Clark stockholders and the holders of options for the purchase of Clark shares that are exercisable for less than $0.46 per share, plus the assumed debt of Clark, plus the magnitude of negative cash (but without the addition of transaction and other costs), is thus within the range of amounts obtained through the foregoing analyses.

Also, the equity value per share of $0.46 offered by the buyer represents the highest bid submitted as of the August 24, 2011 valuation date among multiple bidders during the strategic alternatives bidding process, and is 109% greater than the publicly-traded market price of $0.22 for Clark Holdings as of the valuation date.

Integgra Advisory Services’ opinion and financial analyses were only one of the many factors considered by Clark Holdings’ board of directors in its evaluation of the merger and should not be viewed as determinative of the views of its board of directors.

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Fees and Expenses

The Integgra engagement letter with Clark, dated June 22, 2011, provides that, for its services, Integgra is entitled to receive a fee of $50,000 from Clark, which was due and paid as follows: $25,000 non-refundable retainer upon execution of the engagement letter and $25,000 upon completion of the engagement, indicated by Clark formally requesting Integgra to issue its opinion. In addition, Clark has agreed to reimburse Integgra for its reasonable out-of-pocket expenses and to indemnify Integgra and certain related persons against liabilities arising out of Integgra’s service as a financial advisor to the board of directors of Clark.

Other than the preparation of the opinion in connection with the merger, during the two years preceding the date of its opinion, Integgra has not had any material relationship with any party to the merger for which compensation has been received or is intended to be received, nor is any such material relationship or related compensation mutually understood to be contemplated.

Financial Projections

We do not as a matter of course publicly disclose forecasts or internal projections as to future performance, revenues, earnings or financial condition. However, during our thorough review of the various alternatives to enhance stockholder value, as discussed in “The Merger — Background to the Merger” beginning on page 24, certain prospective financial information was prepared by our management and reviewed with and discussed among members of our board of directors and Integgra. Our management provided certain internal forecasts through December 31, 2011, which are referred to as the “Management Plan,” and our management and Integgra provided a ten year extrapolation thereof through December 31, 2020, to our board of directors, as discussed under “The Merger — Opinion of Financial Advisor” beginning on page 36. Management also made the Management Plan available to Gores Logistics. Management’s key estimates and assumptions supporting the Management Plan are discussed below.

We have included the material portions of the prospective financial information below in order to give our stockholders access to this information as well. The inclusion of the prospective financial information below should not be regarded as an indication that we, our management team, our board of directors or Gores Logistics, or any of their respective representatives considered, or now considers, the prospective financial information below to be predictive of actual future results. We have made publicly available our actual results for our 2010 fiscal year and for our first two fiscal quarters of fiscal year 2011, and you should review our Annual Report on Form 10-K for the 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 to obtain this information. See “Where You Can Find More Information” beginning on page 81.

Management’s internal financial forecasts, upon which the prospective financial information set forth below is based, are subjective in many respects. The prospective financial information set forth below reflects numerous assumptions with respect to industry performance, competition, general business, economic, geo-political, currency, market and financial conditions, the costs of fuel and other commodities, and other matters, all of which are difficult to predict and beyond our control. The prospective financial information set forth below also reflects numerous estimates related to our business that are inherently subject to significant economic, political and competitive uncertainties, all of which are difficult to predict and many of which are beyond our control. As a result, although the prospective financial information set forth below was prepared in good faith based on estimates and assumptions believed to be reasonable at the time the information was prepared, there can be no assurance that the estimates or assumptions made in preparing such information will prove accurate or that the projected results reflected therein will be realized.

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The prospective financial information set forth below was not prepared with a view toward public disclosure. Accordingly, the prospective financial information set forth below was not prepared with a view toward complying with the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or U.S. generally accepted accounting principles, or “GAAP.” Some of the projections present financial metrics that were not prepared in accordance with GAAP. Neither our independent auditor nor any other independent accountants have compiled, examined or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and they assume no responsibility for, and disclaim any association with, the prospective financial information.

The prospective financial information set forth below does not take into account any circumstances or events occurring since the date such information was prepared or which may occur in the future, and, in particular, does not take into account any revised prospects of our business, changes in general business, geo-political or economic conditions, competition or any other transaction or event that has occurred since the date on which such information was prepared or which may occur in the future. Since the prospective financial information set forth below covers multiple years, such information by its nature is subject to greater uncertainty with each successive year. In addition, the projections do not take into account any of the transactions contemplated by the Merger Agreement, including the merger, which might also cause actual results to differ materially.

Prospective financial information is comprised of forward-looking statements and is based on estimates and assumptions that are inherently subject to factors such as industry performance, competition, general business, economic, regulatory, geo-political, market and financial conditions, as well as changes to the business, financial condition or results of operation of Clark, including the factors described under “Cautionary Note Regarding Forward-Looking Information” on page 18, and other risk factors as disclosed in our filings with the SEC that could cause actual results to differ materially from those shown below. You are cautioned not to place undue reliance on the specific portions of the prospective financial information set forth below. No one has made or makes any representation to any stockholder regarding the information included in the prospective financial information set forth below.

EXCEPT AS REQUIRED BY APPLICABLE SECURITIES LAWS, WE HAVE NOT UPDATED NOR DO WE INTEND TO UPDATE OR OTHERWISE REVISE THE PROSPECTIVE FINANCIAL INFORMATION SET FORTH BELOW, INCLUDING, WITHOUT LIMITATION, TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE SUCH INFORMATION WAS PREPARED OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, INCLUDING, WITHOUT LIMITATION, CHANGES IN GENERAL ECONOMIC, GEO-POLITICAL OR INDUSTRY CONDITIONS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE PROSPECTIVE FINANCIAL INFORMATION IS SHOWN TO BE IN ERROR.

For the foregoing reasons, the inclusion of the prospective financial information in this proxy statement should not be regarded as an indication that such information will be predictive of actual future results or events, and it should not be relied on as such.

Our management employed the following key assumptions in preparing the Management Plan and the extrapolation through fiscal year 2020, as summarized in the table below through fiscal year 2016, which were provided to our board of directors and Gores Logistics:

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		FYE Est. Dec. 31 2011				Projected Twelve Months Ending December 31,
						2012				2013				2014				2015				2016
Revenue		$	62,401			$	62,401			$	64,273			$	66,201			$	68,187			$	70,233
Cost of Revenue			41,028				41,185				42,420				43,031				44,322				45,651
% of Revenue			65.7%				66.0%				66.0%				65.0%				65.0%				65.0%
Total Cost of Revenue			41,028				41,185				42,420				43,031				44,322				45,651
% of Total Revenue			65.7%				66.0%				66.0%				65.0%				65.0%				65.0%
Gross Profit			21,373				21,216				21,853				23,170				23,866				24,582
% of Total Revenue			34.3%				34.0%				34.0%				35.0%				35.0%				35.0%
Operating Expenses			18,507				18,720				19,282				19,860				20,456				21,070
% of Total Revenue			29.7%				30.0%				30.0%				30.0%				30.0%				30.0%
EBITDA			2,866				2,496				2,571				3,310				3,409				3,512
% of Total Revenue			4.6%				4.0%				4.0%				5.0%				5.0%				5.0%
Depreciation & Amortization Exp.			1,584				1,476				1,458				1,332				1,278				1,054
% of Total Revenue			2.5%				2.4%				2.3%				2.0%				1.9%				1.5%
EBIT			1,282				1,020				1,113				1,978				2,131				2,458
% of Total Revenue			2.1%				1.6%				1.7%				3.0%				3.1%				3.5%

Financing of the Merger

Gores Logistics and Merger Sub have estimated that the total amount of funds necessary to pay the aggregate merger consideration, including the aggregate consideration payable to the holders of our outstanding stock options, and the charges, fees and expenses related to the merger that are payable at the closing, will be approximately $6.8 million.

In addition, Gores Logistics will, simultaneously with the closing of the merger, repay on our behalf the outstanding balance of the credit facility or, subject to the consent of Cole Taylor Bank, extend or refinance the credit facility. Gores Logistics will also either replace any outstanding letters of credit under the credit facility or otherwise satisfy Cole Taylor Bank and the beneficiaries of the letters of credit as to the disposition or retention of such letters or credit. As of September 30, 2011, the outstanding balance on the credit facility was approximately $2.3 million and the applicable interest rate was 6.5%. See “The Merger Agreement — Payoff of Outstanding Loans” beginning on page 47.

Gores Logistics has said it intends to fund the transaction with cash and cash equivalents available to Gores Logistics and has represented to us that it will have sufficient funds to make such payments. Consummation of the merger is not conditioned on Gores Logistics obtaining any financing. We may seek and obtain injunctions, specific performance or other equitable relief to cause Gores Logistics to cause the merger to be consummated. For additional information regarding remedies under the Merger Agreement, see “The Merger Agreement — Termination of the Merger Agreement, Termination Fees, Expenses and Remedies” beginning on page 64.

Gores Logistics has obtained an equity financing commitment of up to $10 million in cash from certain existing investment partnerships affiliated with The Gores Group, in order to fund Gores Logistics’ obligations under the Merger Agreement. Clark has been named as a third party beneficiary of such commitment.

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Interests of our Directors and Executive Officers in the Merger

When considering the recommendation of our board of directors, you should be aware that the members of our board of directors and our executive officers have interests in the merger, as are described below, other than their interests as our stockholders generally. These interests may be different from, or in conflict with, your interests as a Clark stockholder. The members of our board of directors were aware of the material facts as to these additional interests, and considered them, when they approved the Merger Agreement.

Stock Options

Under the Merger Agreement, at the closing of the merger, each option to purchase shares of our common stock that is outstanding under any of our equity plans will accelerate and become fully vested and exercisable. Immediately prior to the effective time of the merger, each stock option outstanding as of the closing of the merger will be cancelled and converted into the right to receive a cash payment in an amount equal to the product of (i) the amount (if any) by which $0.46 exceeds the applicable per share exercise price multiplied by (ii) the number of shares of common stock issuable upon exercise of such stock option (such product, the “Option Spread Value”), without interest and less any applicable withholding taxes.

Assuming a closing date of November 4, 2011, our directors and executive officers are expected to hold stock options to purchase an aggregate of 375,000 shares of our common stock. Of these stock options, 100,000 will have per share exercise prices of less than $0.46, and our directors and executive officers are expected to receive approximately $11,500 in aggregate Option Spread Value for these stock options in connection with the merger, subject to applicable withholding taxes. The table below sets forth the approximate Option Spread Value for each of our directors and executive officers, assuming a closing date of November 4, 2011, for: (i) stock options that by their terms will be vested and exercisable, (ii) stock options that will be unvested and unexercisable but, in accordance with the provisions of the Merger Agreement, will vest at the closing of the merger, in each case, with a positive Option Spread Value. The amounts set forth in the table below do not reflect any applicable tax withholdings.

Director or Officer		Options Held				Option Spread Value (vested)				Option Spread Value (unvested)				Option Spread Value (total)
Kevan D. Bloomgren			30,000			$	1,000			$	2,000			$	3,000
Brian H. Bowers			20,000				933				1,867				2,800
Edward W. Cook			20,000				933				1,867				2,800
Robert Larose			10,000				50				50				100
Donald G. McInnes			20,000				933				1,867				2,800
			100,000			$	3,849			$	7,651			$	11,500

Executive Officer Severance Arrangements

Kevan D. Bloomgren, our chief financial officer, is eligible for enhanced severance benefits if he is terminated in connection with a change in control. Under Mr. Bloomgren’s employment agreement, if his employment is terminated without cause during the period commencing on the date Clark enters into a binding written agreement to effectuate a change in control and ending on the date such change in control is effectuated, or if the surviving entity of such change in control does not enter into a new employment agreement with him, Mr. Bloomgren will be entitled to severance equal to nine months of his base pay (and nine months of medical and dental coverage). Mr. Bloomgren’s severance is payable in a lump sum at the closing of such change in control transaction, although if his employment is terminated without cause prior to the closing the severance will be paid over time by Clark in accordance with its regular payroll practices. The severance is conditional upon Mr. Bloomgren first executing and not revoking a valid reciprocal waiver and release of all claims. Gores Logistics has not agreed to enter into a new employment agreement with Mr. Bloomgren in connection with the merger. Accordingly, we expect that Mr. Bloomgren will be entitled to severance as described above.

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The following table shows the estimated potential cash payments to Mr. Bloomgren pursuant to his employment agreement with us, assuming the merger closes on November 4, 2011 and assuming his employment is terminated on such date. The estimated amounts that Mr. Bloomgren may receive for his equity awards are shown in separate tables elsewhere in this proxy statement.

Name		Cash				Accrued Bonus				Benefits				Total
Kevan D. Bloomgren		$	147,500			$	8,000			$	7,307			$	162,807

In addition, we will pay a success fee of $310,000 to AlixPartners in connection with the consummation of the merger. Christian B. Cook, our former interim president and chief operating officer, is a director of AlixPartners. For more information on the success fee, see “— AlixPartners Fees” beginning on page 46.

Escrow Shares

In connection with our formation in September 2005, we sold 2,500,000 shares of our common stock, which we refer to as the “founders’ shares,” to certain individuals, including Messrs. Gregory E. Burns, a member of our board of directors and our chief executive officer, Donald G. McInnes, our non-executive chairman of the board, and Edward W. Cook and Maurice Levy, each a member of our board. Upon the closing of the acquisition by us of our operating subsidiary, The Clark Group, Inc., in February 2008, certain of the holders of the founders’ shares placed an aggregate of 1,173,438 of such shares into escrow pursuant to an escrow agreement with the Bank of New York Mellon, as escrow agent. Of such shares placed into escrow, Mr. Burns placed 343,750, Messrs. McInnes and Cook placed 31,250 each and Mr. Levy placed 25,000. These shares are to be released from escrow only under two conditions: (1) if the last sales price of our common stock equals or exceeds $11.50 per share for any 20 trading days in any 30 trading day period, or (2) if a “change of control transaction” occurs. If neither condition is met before February 12, 2013, the shares placed in escrow are to be cancelled. A “change of control transaction” includes, among other things, a transaction where Clark merges or consolidates with any other entity, or any other entity merges into or consolidates with Clark and, after giving effect to such transaction, Clark’s stockholders immediately prior to such transaction own less than 51% of the aggregate voting power of Clark or the successor entity of such transaction. Therefore, the merger constitutes a “change of control transaction.” The release conditions may not be waived by us or by our board of directors in any circumstances.

As of September 30, 2011, the release condition relating to our last sales price had not been met and the last sales price of our common stock was $0.45 per share. Because the merger will constitute a “change of control transaction,” however, the shares held in escrow will be released upon consummation of the merger and the holders of such shares will receive the merger consideration of $0.46 in cash for each such share. The following table shows the estimated cash payments to Messrs. Burns, McInnes, Cook and Levy, solely with respect to such shares.

Name		Escrowed Shares				Estimated Cash Payment
Gregory E. Burns			343,750			$	158,125
Edward W. Cook			31,250				14,375
Maurice Levy			25,000				11,500
Donald G. McInnes			31,250				14,375
			431,250			$	198,375

For the total number of shares held by each of Messrs. Burns, McInnes, Cook and Levy, see “Share Ownership by Principal Stockholders, Directors and Management” beginning on page 72.

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Indemnification and Insurance

Under the Merger Agreement, the rights of each present and former director and officer of Clark or any of its subsidiaries and of each individual who is serving or has served at Clark’s request as a director, officer or trustee of another entity to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the effective time of the merger, as provided in Clark’s or its subsidiaries’ respective organizational documents or in any indemnification or other agreements, will be assumed by the surviving corporation and will continue in full force and effect without any amendment, repeal or modification in any manner that would adversely affect the rights of the indemnified parties under such agreements, unless such modification is required by applicable law.

We have a right to purchase, prior to the effective time of the merger, fully prepaid “tail” insurance coverage that provides coverage identical in all material respects to our existing directors’ and officers’ insurance policies and our existing fiduciary liability policies for a period of not less than six years after the effective time of the merger, from insurance carriers with the same or better rating as our current carriers, that provides coverage for events occurring at or prior to the effective time of the merger that is no less favorable than the existing policies. The surviving corporation has an obligation to purchase such “tail” insurance coverage in the event we do not do so, or the best available coverage if the premium required is more than 200% per annum of our current directors’ and officers’ insurance policies. We estimate that the cost of the directors’ and officers’ insurance policies will be approximately $126,000.

AlixPartners Fees

We engaged AlixPartners from November 2010 to September 2011 to provide strategic advisory services to us, including making Christian B. Cook, a director of AlixPartners, available to serve as our interim president and chief operating officer. As of August 31, 2011, we had paid or incurred approximately $756,000 in fees and expenses for the engagement of AlixPartners and we estimate that we incurred approximately an additional $38,000 in fees and expenses for the engagement of AlixPartners through September 30, 2011, the date the engagement was terminated and Mr. Cook ceased to be our interim president and chief operating officer.

Under the terms of the engagement, AlixPartners also is entitled to receive a success fee in connection with the sale of Clark in an amount that varies with the purchase price paid for Clark, where the purchase price is defined as the total consideration paid to us and our stockholders, including cash, debt assumed, deferred or contingent purchase price, or other consideration, if any, that comprises the amount necessary to consummate the transaction. Based solely on the foregoing definition, the purchase price for Clark in connection with the merger is expected to be $10 million (including the aggregate merger consideration, the aggregate stock option consideration, the assumption or repayment of the outstanding balance on our credit facility with Cole Taylor Bank, the assumption by Gores Logistics of other amounts due that may be deemed indebtedness and the payment by Gores Logistics of certain expenses incurred by us in connection with the merger), which corresponds to a success fee of $310,000. Gores Logistics has agreed to pay the success fee to AlixPartners on our behalf upon the closing of the merger.

Golden Parachute Compensation

The following table sets forth the estimated amounts of compensation that the named executive officers could receive that are based on or otherwise relate to the merger, which include certain of the severance payments described above under “— Executive Officer Severance Arrangements” on page 44 and certain of the payments for stock options described above under “— Stock Options” on page 44. These amounts have been calculated using the $0.46 per share merger consideration and, where applicable, assuming each named executive officer experienced a termination of employment in connection with the merger as of September 30, 2011, under the circumstances described above under “— Executive Officer Severance Arrangements” on page 44. Certain of the amounts payable may vary depending on the actual date of completion of the merger and the actual date of termination of employment.

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Golden Parachute Compensation

Name		Cash ($)				Equity ($)				Pension/ NQDC ($)				Perquisites/ Benefits ($)				Tax Reimbursement ($)				Other ($)				Total ($)
Gregory E. Burns			—				—				—				—				—				—				—
Charles H. Fischer III			—				—				—				—				—				—				—
Kevan D. Bloomgren(1)		$	155,500			$	3,000				—			$	7,307				—				—			$	165,807

The payment of severance, and the continuation of employee benefits, will be made pursuant to the arrangements discussed under “— Executive Officer Severance Arrangements” on page 44. The acceleration of, and payments for, stock options will be made pursuant to the arrangements discussed under “— Executive Officer Severance Arrangements” on page 44.

In March 2011, we established a bonus incentive policy, which created a bonus pool for the payment of cash bonuses to certain of our officers and other senior managers, including Mr. Fischer and Mr. Bloomgren, in the event we were to consummate a change in ownership transaction. Under the policy, the size of the bonus pool would vary based on the size of the transaction, with Mr. Fischer receiving 30% of the bonus pool and Mr. Bloomgren receiving 10% of the bonus pool. Although the merger qualifies as a change in ownership transaction under the terms of the policy and Gores Logistics had agreed under the Merger Agreement to ensure that the funds necessary to pay the incentive bonuses would be delivered to our payroll agent, based on the aggregate purchase price to be paid by Gores Logistics for Clark, no incentive bonuses will be due to our officers or other senior managers.

Voting Agreement

Pursuant to a voting agreement with Gores Logistics, certain of Clark’s executive officers and all of its directors have agreed to vote all of the common stock of Clark beneficially owned by them, whether now owned or hereafter acquired, in favor of the adoption and approval of the Merger Agreement and against any proposal for an extraordinary corporate transaction which would be reasonably likely to prevent consummation of the merger. The executive officers and directors may not sell or otherwise dispose of their respective shares of common stock until termination of the voting agreement. The provisions of the voting agreement will not be deemed to restrict the right of any executive officer or director to act in his capacity as an officer or director consistent with his fiduciary obligations in such capacity. The voting agreement will terminate on the earlier to occur of (i) the effective time of the merger, (ii) the termination of the Merger Agreement in accordance with its terms, and (iii) any material amendment (including to the price) of the Merger Agreement that is adverse to the executive officers or directors.

Payoff of Outstanding Loans

We have a revolving credit facility of up to $6,000,000, with a $1,000,000 sublimit for letters of credit, with Cole Taylor Bank. The interest rate charged on borrowings under the credit facility is the greater of 6.5% or the bank’s prime rate plus 2.5%, for borrowings based on the prime rate, or LIBOR plus 5%, for borrowings based on LIBOR. As of September 30, 2011, the outstanding balance on the credit facility was approximately $2.3 million and the applicable interest rate was 6.5%.

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Gores Logistics will, simultaneously with the closing of the merger, repay on our behalf the outstanding balance of the credit facility or, subject to the consent of Cole Taylor Bank, extend or refinance the credit facility. Gores Logistics will also either replace any outstanding letters of credit under the credit facility or otherwise satisfy Cole Taylor Bank and the beneficiaries of the letters of credit as to the disposition or retention of such letters or credit. We will use reasonable efforts to provide such information and documentation as Gores Logistics’ proposed lenders may require. We will also use reasonable efforts to make our personnel available at reasonable times and following reasonable advance notice, for management presentations, and allow customary background checks, if requested by Gores Logistics.

Effects on Us if the Merger is not Completed

If the Merger Agreement is not adopted by our stockholders or if the merger is not completed for any other reason, our stockholders will not receive any payment for their shares or stock options in connection with the merger. Instead, we will remain an independent public company. In addition, if the merger is not completed, we expect that management will operate the business in a manner similar to that in which it is being operated today, and our stockholders will continue to be subject to the same risks and opportunities to which they are currently subject. There can be no assurance as to the effect of these risks and opportunities on the future value of your Clark shares. For instance, while we intend that our common stock will continue to be listed and traded on the NYSE Amex, there can be no assurance that our common stock will remain so listed and traded. In addition, under specified circumstances, we may be required to pay Gores Logistics a termination fee of $194,000 and/or reimburse certain of Gores Logistics’ expenses up to $175,000, or Gores Logistics may be required to pay us a reverse termination fee of $194,000, in each case, as described in “The Merger Agreement — Termination of the Merger Agreement, Termination Fees, Expenses and Remedies” beginning on page 64.

If the merger is not completed, from time to time, our board of directors will evaluate and review, among other things, our business, operations, properties, dividend policy and capitalization and make such changes as are deemed appropriate and continue to seek to identify various alternatives to enhance stockholder value. If the Merger Agreement is not adopted by our stockholders, or if the merger is not consummated for any other reason, there can be no assurance that any other transaction acceptable to us will be offered, or that our business, prospects or results of operations will not be adversely impacted.

Delisting and Deregistration of Our Common Stock

If the merger is completed, our common stock will be delisted from and will no longer be traded on the NYSE Amex and will be deregistered under the Exchange Act. Following the closing of the merger we will no longer be a public company.

Material United States Federal Income Tax Consequences of the Merger

The following is a summary of the material United States federal income tax consequences of the merger to “U.S. holders” and “non-U.S. holders” (each as defined below) who receive cash in the merger in exchange for shares of Clark common stock. The discussion does not purport to consider all aspects of United States federal income taxation that might be relevant to holders of Clark common stock. The discussion is based on the Code, applicable current and proposed United States Treasury regulations, judicial authority and administrative rulings and practice, all of which are subject to change, possibly with retroactive effect. Any change could alter the tax consequences of the merger to the holders of Clark common stock. This discussion applies only to holders who hold shares of Clark common stock as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of United States federal income taxation that may be relevant to holders of Clark common stock in light of their particular circumstances, or that may apply to holders that are subject to special treatment under United States federal income tax laws (including, for example, insurance companies, tax-exempt organizations, financial institutions, broker-dealers, cooperatives, traders in securities who elect to mark their securities to market, mutual funds, real estate investment trusts, S corporations, holders subject to the alternative minimum tax, persons who validly exercise appraisal rights, partnerships or other pass-through entities and persons holding shares of Clark common stock through a partnership or other pass-through entity, persons who acquired shares of Clark common stock in connection with the exercise of employee stock

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options or otherwise as compensation, United States expatriates, “passive foreign investment companies,” “controlled foreign corporations,” persons who hold shares of Clark common stock as part of a hedge, straddle, constructive sale or conversion transaction and persons who hold any equity interest, directly or indirectly through constructive ownership or otherwise, in Gores Logistics or Clark after the merger). This discussion does not address any aspect of state, local or foreign tax laws or United States federal tax laws other than United States federal income tax laws.

The summary set forth below is for general information purposes only. It is not intended to be, and should not be construed as, legal or tax advice to any particular holder of Clark common stock. The summary is not intended to constitute a complete description of all tax consequences relating to the merger. Because individual circumstances may differ, each holder should consult its tax advisor regarding the applicability of the rules discussed below to the holder and the particular tax effects of the merger to the holder, including the application of state, local and foreign tax laws.

For purposes of this summary, a “U.S. holder” is a holder of shares of Clark common stock, who or that is, for United States federal income tax purposes:

A “non-U.S. holder” is a person (other than a partnership) that is not a U.S. holder.

If shares of Clark common stock are held by a partnership, the United States federal income tax treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership. Partnerships that hold shares of Clark common stock and partners in such partnerships are urged to consult their tax advisors regarding the tax consequences to them of the merger.

U.S. Holders.  The receipt of cash for shares of Clark common stock in the merger will be a taxable transaction for United States federal income tax purposes. In general, a U.S. holder who exchanges shares of Clark common stock for cash in the merger will recognize capital gain or loss for United States federal income tax purposes equal to the difference, if any, between the amount of cash received in exchange for such shares and the U.S. holder’s adjusted tax basis in such shares. If a U.S. holder acquired different blocks of Clark common stock at different times or different prices, such holder must determine its tax basis and holding period separately with respect to each block of Clark common stock. Such gain or loss will be long-term capital gain or loss provided that a U.S. holder’s holding period for such shares is more than one year at the time of completion of the merger. Long-term capital gains for certain non-corporate U.S. holders, including individuals, are generally eligible for a reduced rate of federal income taxation. There are limitations on the deductibility of capital losses.

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Cash payments made pursuant to the merger agreement will be reported to holders of Clark common stock and the United States Internal Revenue Service to the extent required by the Code and applicable regulations of the United States Treasury. Under the Code, a U.S. holder of Clark common stock (other than a corporation or other exempt recipient) may be subject, under certain circumstances, to information reporting on the cash received in the merger. Backup withholding also may apply with respect to the amount of cash received in the merger, unless the U.S. holder provides proof of an applicable exemption or a correct taxpayer identification number and otherwise complies with applicable requirements of the backup withholding rules. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a U.S. holder’s United States federal income tax liability provided the required information is timely furnished to the Internal Revenue Service.

Non-U.S. Holders.  Any gain realized on the receipt of cash in the merger by a non-U.S. holder generally will not be subject to United States federal income tax unless:

A non-U.S. holder whose gain is described in the first bullet point above will be subject to tax on its net gain in the same manner as if it were a U.S. holder. In addition, such a non-U.S. holder that is a corporation may be subject to a branch profits tax equal to 30% of its effectively connected earnings and profits (including such gain) or at such lower rate as may be specified by an applicable income tax treaty. An individual non-U.S. holder described in the second bullet point above will be subject to tax at a 30% flat rate on the gain recognized, equal to the difference, if any, between the amount of cash received in exchange for shares of Clark common stock and the non-U.S. holder’s adjusted tax basis in such shares, which may be offset by U.S. source capital losses even though the individual is not considered a resident of the United States. To the extent that a non-U.S. holder’s income is eligible for a reduced rate of withholding tax under a treaty, such non-U.S. holder may obtain a refund of excess amounts withheld by filing a properly completed claim for refund with the Internal Revenue Service. Clark does not believe it is, or has been during the five years preceding the merger, a United States real property holding corporation for U.S. federal income tax purposes. If a non-United States real property interest certificate is not delivered by Clark in a timely manner, the paying agent shall be instructed to deduct or withhold from the merger consideration payable to each non-U.S. holder all such amounts required to be withheld under applicable tax law.

Cash received by non-U.S. holders in the merger also will be subject to information reporting, unless an exemption applies. Moreover, backup withholding of tax may apply to cash received by a non-U.S. holder in the merger, unless the holder or other payee establishes an exemption in a manner satisfactory to the paying agent and otherwise complies with the backup withholding rules. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a non-U.S. holder’s United States federal income tax liability provided that the required information is timely furnished to the Internal Revenue Service.

Regulatory Approvals

No regulatory approvals are required in connection with the merger.

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PROPOSAL NO. 1: THE MERGER AGREEMENT

The following summary describes material provisions of the Merger Agreement. This summary is not complete and is qualified in its entirety by reference to the complete text of the Merger Agreement, which is attached to this proxy statement as Annex A and is incorporated herein by reference. We urge you to read carefully the Merger Agreement in its entirety because this summary may not contain all the information about the Merger Agreement that is important to you. The Merger Agreement and the following description have been included to provide you with information regarding the terms of the Merger Agreement. It is not intended to provide any other factual information about Clark or Gores Logistics. Such information can be found elsewhere in this proxy statement and in the other public filings Clark makes with the SEC, which are available, without charge, at http://www.sec.gov.

The representations, warranties and covenants contained in the Merger Agreement were made solely for the purposes of the Merger Agreement and the benefit of the parties to the Merger Agreement and may be subject to limitations agreed upon by the contracting parties. Certain of the representations and warranties have been made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts. In addition, the representations and warranties contained in the Merger Agreement (i) are qualified by information in a confidential disclosure schedule that the parties have exchanged, (ii) were made only as of the dates specified in the Merger Agreement or the confidential disclosure schedule, and (iii) in some cases are subject to qualifications with respect to materiality, knowledge and/or other matters, including standards of materiality applicable to the contracting parties that differ from those applicable to investors. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Clark’s public disclosures. Accordingly, you should not rely on the representations and warranties as characterizations of the actual state of facts or condition of Clark or Gores Logistics or any of their respective subsidiaries or affiliates. In addition, the representations and warranties and other provisions of the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this proxy statement.

The Merger

Under the terms of the Merger Agreement, Merger Sub, a wholly owned subsidiary of Gores Logistics, will merge with and into Clark. As a result of the merger, the separate corporate existence of Merger Sub will cease, and Clark will continue as the surviving corporation and a wholly owned subsidiary of Gores Logistics. We sometimes refer to Clark after the consummation of the merger as the surviving corporation. At the effective time of the merger, our certificate of incorporation will be amended to read in its entirety as the certificate of incorporation of Merger Sub in effect immediately prior to the effective time and the by-laws of Merger Sub will become the by-laws of the surviving corporation. The directors of Merger Sub immediately prior to the effective time of the merger will become the directors of the surviving corporation, and the officers of Clark immediately prior to the effective time of the merger will continue as the officers of the surviving corporation, except that Gregory E. Burns will cease to be our chief executive officer and Kevan D. Bloomgren will cease to be our chief financial officer and corporate secretary.

Effective Time of the Merger

The merger will become effective upon the filing of a certificate of merger with the Secretary of State of the State of Delaware or at such later date and time as is agreed upon by Gores Logistics and us and specified in such certificate of merger. The filing of the certificate of merger will occur on the closing date, which will take place on the second business day after satisfaction or waiver of the conditions to the closing of the merger set forth in the Merger Agreement (other than those conditions that by their nature are to be satisfied by actions taken at the closing of the merger, but subject to the satisfaction or waiver of all conditions to consummation of the merger) and described in this proxy statement, provided, however, if any condition is not satisfied or waived as of such second business day, the closing will be rescheduled to the next business day upon which all of the conditions are so satisfied or waived, or at such other date or time as is agreed upon by Gores Logistics and us.

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We intend to complete the merger as promptly as practicable, subject to receipt of stockholder approval. Although we currently expect to complete the merger during the fourth calendar quarter of 2011, we cannot specify when, or assure you that, all conditions to the consummation of the merger will be satisfied or waived, or that the merger will be completed.

Merger Consideration

At the effective time of the merger, each issued and outstanding share of our 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 us, and shares held by stockholders who perfect their appraisal rights, will be converted into the right to receive $0.46 in cash, without interest and less any applicable withholding taxes. The $0.46 price per share being offered by Gores Logistics in the merger was determined through arm’s-length negotiations between Gores Logistics and us.

As of the effective time of the merger, all shares of our common stock converted into the right to receive the $0.46 per share cash merger consideration will no longer be outstanding and will automatically be cancelled and will cease to exist, and holders of shares of our common stock immediately prior to the effective time of the merger will cease to have any rights as a stockholder, except the right to receive $0.46 per share in cash, without interest and less any applicable withholding taxes (other than stockholders who have perfected their appraisal rights).

Treasury shares and shares held by Gores Logistics, Merger Sub or any other direct or indirect wholly owned subsidiary of Gores Logistics or us immediately prior to the effective time of the merger will be cancelled and will cease to exist and no consideration will be paid for such shares.

Shares held by our stockholders who perfect their appraisal rights will be converted into the right to receive such consideration as may be determined by the Delaware Court of Chancery under Section 262 of the DGCL.

Payment Procedures

At or promptly after the closing of the merger, Gores Logistics will deposit sufficient funds, which are sometimes referred to herein as the “consideration fund,” with a paying agent in order to permit the timely payment of the aggregate merger consideration. Promptly (and in any event within five business days) after the effective time of the merger, Gores Logistics will cause the paying agent to mail to each holder of record of our common stock that was converted into the right to receive the $0.46 per share merger consideration a letter of transmittal and instructions for use in effecting the surrender of the shares of our common stock in exchange for the merger consideration. If any certificate representing our common stock has been lost, stolen or destroyed, the person claiming such certificate to be lost, stolen or destroyed will be entitled to obtain the merger consideration after the person makes an affidavit of that fact and, if reasonably required by Gores Logistics, posts a bond, in such reasonable amount as Gores Logistics may direct, or indemnity against any claim that may be made against Gores Logistics with respect to such certificate. If any portion of the merger consideration is to be paid to a person other than the person in whose name the surrendered certificate or the transferred book entry share is registered, as a condition to such payment (i) either such certificate will be properly endorsed or will otherwise be in proper form for transfer or such book entry share will be properly transferred and (ii) the person requesting such payment will pay to the paying agent any transfer or other taxes required as a result of such payment to a person other than the registered holder or establish to the satisfaction of Gores Logistics that such tax has been paid or is not payable.

Any funds that have not been distributed within one year after the effective time of the merger will be delivered to the surviving corporation. After that date, stockholders who have not complied with the instructions to exchange their shares will be entitled to look only to the surviving corporation for payment of the merger consideration. Any portion of the consideration fund remaining unclaimed by stockholders prior to such time as such amount would otherwise escheat to or become property of any governmental entity will, to the extent permitted by applicable law, become the property of the surviving corporation. None of the paying agent, Gores Logistics, Merger Sub, Clark or any of their respective affiliates, directors, officers, employees or agents will have any liability to any person in respect of cash from the consideration fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

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You should not send your Clark stock certificates (if any) to the paying agent until you have received transmittal materials from the paying agent. Do not return your Clark stock certificates (if any) with the enclosed proxy.

Appraisal Rights

Shares of our common stock issued and outstanding immediately prior to the effective time of the merger that are held by a stockholder who has not voted in favor of the Merger Agreement or consented thereto in writing and who is otherwise entitled to demand, and has properly demanded in writing, appraisal for such shares in accordance with Section 262 of the DGCL will not be converted into the right to receive the $0.46 per share merger consideration. Instead, such stockholder will only be entitled to payment of the appraised value of such shares in accordance with the DGCL. From and after the effective time of the merger, all such shares will not be entitled to vote for any purpose or be entitled to the payment of dividends or other distributions (except dividends or other distributions payable to stockholders prior to the effective time of the merger). In the event a stockholder withdraws or loses (through failure to perfect or otherwise) the right to appraisal under the DGCL, then, as of the later of the effective time of the merger and the occurrence of such withdrawal or loss, such shares will be deemed to have been converted at the effective time of the merger into the right to receive the per share cash merger consideration described above. We are required to give prompt notice to Gores Logistics of any notice received by us of the intent of any holder of our shares of common stock to demand appraisal, any written demands for appraisal, any withdrawals of such demands and any instruments served pursuant to Section 262 of the DGCL and received by us. We are also required to keep Gores Logistics fully informed regarding all negotiations and proceedings with respect to the exercise of appraisal rights, including providing Gores Logistics with the opportunity to consult with us regarding the defense or settlement of any appraisal demand. We may not, without Gores Logistics’ prior written consent, settle any proceeding with respect to a appraisal.

These rights in general are discussed more fully under the section of this proxy statement entitled “Appraisal Rights” beginning on page 67.

Treatment of Stock Options

Immediately prior to the effective time of the merger, each option to purchase shares of our common stock that is outstanding under any of our equity plans will accelerate and become fully vested and exercisable. Each stock option outstanding immediately prior to the effective time of the merger, by virtue of the merger, will be cancelled and converted into the right to receive a cash payment in an amount equal to the product of (i) the amount (if any) by which $0.46 exceeds the applicable per share exercise price, multiplied by (ii) the number of shares of common stock issuable upon exercise of such stock option, without interest and less any applicable withholding taxes. At the closing of the merger, Gores Logistics will ensure that the funds necessary to make such cash payments are delivered to our payroll agent, including any amounts required to be withheld under applicable tax law. Immediately after the effective time of the merger, and not later than two days thereafter, pursuant to irrevocable instructions delivered by us at or before the closing, our payroll agent shall make such cash payments to the holders of the stock options.

Representations and Warranties

In the Merger Agreement, we made representations and warranties to Gores Logistics, including those relating to the following:

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In the Merger Agreement, Gores Logistics made representations and warranties to us, including those relating to the following:

The representations and warranties of Clark and of Gores Logistics and Merger Sub expire upon the closing of the transaction.

Covenants Relating to the Conduct of Our Business

During the period between the date of the Merger Agreement and the effective time of the merger, we have agreed with Gores Logistics, except as required in connection with applicable law, as required by the Merger Agreement, as set forth in the disclosure schedule to the Merger Agreement, or as Gores Logistics may otherwise request or consent to, that we will conduct our business in the ordinary course.

In addition, we have agreed with Gores Logistics that, except as required in connection with applicable law, as contemplated or permitted by the Merger Agreement, as set forth in the disclosure schedule to the Merger Agreement, or as Gores Logistics may otherwise request or generally consent to, we will not:

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Solicitation of Acquisition Proposals

Except as permitted by the terms of the Merger Agreement as described below, we have agreed in the Merger Agreement that the board of directors will not: (i) withhold, withdraw, qualify or modify (or publicly propose or resolve to do so) in a manner adverse to Gores Logistics, its recommendation, or approve or recommend (or publicly propose or resolve to do so) any other acquisition proposal, or postpone or terminate this proxy solicitation effort, or postpone or adjourn the special meeting described in this proxy statement; or (ii) cause or permit Clark to enter into any alternative acquisition agreement relating to an acquisition proposal.

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Until 11:59 p.m., Eastern time, on September 30, 2011, which we refer to as the “go-shop period,” we had the right to initiate, solicit and encourage alternative acquisition proposals, including by way of providing non-public information to any person, and engage or enter into, continue or otherwise participate in discussions or negotiations with any person with respect to such proposals.

Except with respect to an acquisition proposal that we received during the go-shop period that our board of directors believed in good faith (after consultation with its financial advisor) could reasonably be expected to result in a superior proposal, at 12:00 a.m., Eastern time, on October 1, 2011, which we refer to as the “no-shop period start date,” we were required to immediately cease any discussions or negotiations with any persons that had been ongoing with respect to any acquisition proposals and, until the effective time of the merger or, if earlier, the termination of the Merger Agreement, we are not permitted to:

However, at any time prior to the time our stockholders adopt the merger agreement, if we receive a bona fide written acquisition proposal from any person that did not result from a breach of our obligations under the preceding paragraph, we may contact such person to clarify the terms and conditions of such proposal and we may:

At any time before the Merger Agreement is adopted by our stockholders, we may terminate the merger agreement and enter into an alternative acquisition agreement with respect to a superior proposal, so long as we comply with certain terms of the Merger Agreement, including paying a termination fee of $194,000 to Gores Logistics and reimbursing Gores Logistics for its expenses up to $175,000. See “The Merger Agreement — Termination of the Merger Agreement, Termination Fees, Expenses and Remedies” beginning on page 64. In addition, at any time prior to the time our stockholders adopt the merger agreement, our board of directors may effect a change of recommendation if it believes in good faith, after consultation with outside counsel, that failure to do so could be inconsistent with its fiduciary obligations under applicable law. If our board of directors changes its recommendation, Gores Logistics will have the right to terminate the Merger Agreement and receive a termination fee of $194,000 and have its expenses reimbursed up to $175,000.

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However, prior to effecting a change of recommendation in connection with a superior proposal or terminating the merger agreement in order to enter into an alternative acquisition agreement with respect to a superior proposal:

Nothing in the provisions of the merger agreement relating to acquisition proposals prevents us from complying with our disclosure obligations under U.S. federal or state law with regard to an acquisition proposal, including taking and disclosing to our stockholders a position contemplated by Rules 14d-9 and 14e-2(a) under the Exchange Act or making any similar communication to our stockholders, or making any “stop-look-and-listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act to our stockholders.

In this proxy statement, the term “acquisition proposal” refers to any inquiry, proposal, indication of interest or offer from any person relating to any acquisition or purchase, in one transaction or a series of transactions, of any assets or businesses that constitute 20% or more of the revenues or assets of us and our subsidiaries, taken as a whole, or 20% or more of any class of equity security of us or any of our subsidiaries, any tender offer or exchange offer that if consummated would result in any person beneficially owning 20% or more of any class of equity security of us or any of our subsidiaries, or any merger, consolidation, business combination, recapitalization, liquidation, dissolution, joint venture, binding share exchange or similar transaction involving us or any of our subsidiaries pursuant to which any person or the shareholders of any Person would own 20% or more of any class of equity security of us or any of our subsidiaries or of any resulting parent company of us.

In this proxy statement, the term “superior proposal” refers to any bona fide acquisition proposal that, if consummated, would result in the person making such proposal acquiring more than 50% of our outstanding equity securities (or more than 50% of the outstanding equity securities of the surviving entity in a merger or the direct or indirect parent of the surviving entity in such a merger), or more than 50% of the assets of us and our subsidiaries, taken as a whole, which our board of directors determines in good faith (after consultation with its outside counsel and financial advisor) to be (i) more favorable to our stockholders from a financial point of view than the merger described in this proxy statement, taking into account all relevant factors, and (ii) no less certain of completion than the merger, taking into account the financial wherewithal of the person making such proposal, the sources and type of consideration, the timing to completion, and all other financial, legal, regulatory and other aspects of such proposal.

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Employee Benefits

For a period of at least 12 months after the effective time of the merger, Gores Logistics will (or will cause the surviving corporation or cause its subsidiaries to) provide each employee of Clark or its subsidiaries for so long as such employee remains employed during such period by Gores Logistics, the surviving corporation or any of their subsidiaries, with cash compensation (including bonus and commission opportunities, but excluding equity incentives) no less favorable than currently provided by us or our subsidiaries and with certain specified benefits. As of the effective time of the merger, Gores Logistics will also honor and assume (or cause to be honored or assumed), in accordance with their terms, all employment, employment termination or severance agreements, plans or arrangements, including any change-in-control and general severance and retention plans, existing immediately prior to the effective time that cover or are between Clark or any of its subsidiaries and any current or former executive officer, director or employee. For a period of 12 months after the closing of the merger, Gores Logistics will not, and will cause the surviving corporation not to, terminate any severance plans of Clark and its subsidiaries or amend such severance plans in any manner adverse to the participants. With respect to each benefit plan, program, practice, policy or arrangement maintained by Gores Logistics or its subsidiaries following the effective time and in which any of the employees participate, and except to the extent necessary to avoid duplication of benefits, for purposes of determining eligibility, nonforfeitable rights, and benefit accrual regarding paid time off and severance plans, Gores Logistics has also agreed to provide our employees with full credit for prior service with us (or predecessor employers to the extent that we provide past service credit). In addition, Gores Logistics will cause the surviving corporation and its affiliates to pay when due to the employees participating in Clark’s 2011 fiscal year annual bonus plan or program in good standing on the date of payment earned annual bonuses for the 2011 fiscal year (as determined in accordance with the terms of the applicable plan or program). While Gores Logistics has made these covenants, our employees are not third party beneficiaries of the Merger Agreement; therefore, the Merger Agreement does not confer upon our employees the right to enforce these provisions on their own behalf. Prior to the closing of the merger, our board will terminate our 2007 Long-Term Incentive Equity Plan.

Other Covenants and Agreements

Company Stockholders’ Meeting.  We have agreed to call and hold the special meeting of stockholders described herein for the purpose of obtaining stockholder approval of the Merger Agreement. We have agreed to solicit all proxies for the special meeting in compliance with applicable law. Our obligations to call and hold a stockholders’ meeting and solicit proxies in compliance with applicable law will not be affected by the commencement, public proposal or communication to us of an acquisition proposal or by the withdrawal or modification of the recommendation of our board of directors concerning the adoption of the Merger Agreement by our stockholders, unless the Merger Agreement is terminated in accordance with its terms. See “— Termination of the Merger Agreement, Termination Fees, Expenses and Remedies” beginning on page 64.

Access to Information.  Until the earlier of the effective time of the merger and the date of the Merger Agreement’s termination, we have agreed to afford Gores Logistics’ officers, employees, counsel, investment bankers, accountants and other authorized representatives reasonable access, in a manner not disruptive to the operations or our or our subsidiaries’ business, during normal business hours and upon reasonable notice, to our and our subsidiaries’ personnel, properties, offices, facilities, books and records, customers, suppliers and affiliates and to furnish promptly all information concerning our and our subsidiaries’ businesses, properties and personnel as may reasonably be requested provided that neither we nor our subsidiaries need to disclose any such information if such disclosure would, in our reasonable judgment, cause significant competitive harm to us or our subsidiaries if the merger was not consummated, violate applicable law or request or requirement of any governmental entity or the provisions of any agreement to which we or our subsidiaries are a party or jeopardize any attorney-client or other legal privilege due to the unavailability of common interest or other doctrines for preserving the privilege. Neither Gores Logistics nor its representatives are authorized to undertake any further environmental investigations or sampling at any of properties owned, operated or leased by us or our subsidiaries. Gores Logistics has agreed not to use any information provided by us for any competitive or other purpose unrelated to the merger, and no access granted or information provided by us will affect, qualify, modify or limit any representations or warranties made by us under the Merger Agreement.

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Directors’ and Officers’ Indemnification and Insurance.  The rights of each present and former director and officer of Clark or any of its subsidiaries and of each individual who is serving or has served at Clark’s request as a director, officer or trustee of another entity to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the effective time of the merger, as provided in Clark’s or its subsidiaries’ respective organizational documents or in any indemnification or other agreements, will be assumed by the surviving corporation and will continue in full force and effect without any amendment, repeal or modification in any manner that would adversely affect the rights of the indemnified parties under such agreements, unless such modification is required by applicable law.

We have a right to purchase, prior to the effective time of the merger, fully prepaid “tail” insurance coverage that provides coverage identical in all material respects to our existing directors’ and officers’ insurance policies and our existing fiduciary liability policies for a period of not less than six years after the effective time of the merger, from insurance carriers with the same or better rating as our current carriers, that provides coverage for events occurring at or prior to the effective time of the merger that is no less favorable than the existing policies. The surviving corporation has an obligation to purchase such “tail” insurance coverage in the event we do not do so, or the best available coverage if the premium required is more than 200% per annum of our current directors’ and officers’ insurance policies.

Further Action, Consents and Filings.  Except with respect to this proxy statement, the Merger Agreement obligates Gores Logistics and us to use reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective the merger as promptly as practicable, including (i) obtaining from any governmental entity and third parties any consents, licenses, permits, waivers, approvals, authorizations or orders, making any filings and sending any notices which are material and required to be obtained, made or sent by Gores Logistics or us in connection with the consummation of the merger; (ii) executing or delivering any additional instruments necessary to consummate the merger; (iii) preparing and filing all forms, registrations and notices required to be filed to consummate the merger; and (iv) providing notices to or consulting with any employee representative body.

Public Announcements.  We and Gores Logistics have agreed not to issue any press release or make any public announcement with respect to the Merger Agreement or the merger without the prior written agreement of the other party, except as required by applicable law or by any stock exchange rule, in which case the party proposing to issue such press release or make such public announcement will use commercially reasonable efforts to consult in good faith with the other party before making any such public announcements and endeavor to provide at least 24 hours notice prior to such release announcement.

Existing Indebtedness.  Gores Logistics will, simultaneously with the closing of the merger, repay on our behalf the outstanding balance of the credit facility with Cole Taylor Bank or, subject to the consent of Cole Taylor Bank, extend or refinance the credit facility. If the credit facility is not refinanced, Gores Logistics will also either replace any outstanding letters of credit under the credit facility or otherwise satisfy Cole Taylor Bank and the beneficiaries of the letters of credit as to the disposition or retention of such letters or credit. We will use reasonable efforts to provide such information and documentation as Gores Logistics’ proposed lenders may require. We will also use reasonable efforts to make our personnel available at reasonable times and following reasonable advance notice, for management presentations, and allow customary background checks, if requested by Gores Logistics.

Fee Payments at Closing.  Simultaneously with the closing of the merger, Gores Logistics will pay, or cause to be paid, on behalf of us and our subsidiaries, certain unpaid fees and expenses of ours, including for our financial advisors and strategic advisors and our legal counsel, that have been confirmed and approved in writing by our chief executive officer, including any fees payable in connection with the consummation of the merger and related transactions, subject to receipt of invoices indicating that the amounts will have been paid in full.

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Conditions to the Closing of the Merger

Each party’s obligation to consummate the merger is subject to the satisfaction or waiver of various conditions, which include, without limitation, the following:

The obligations of Clark, Gores Logistics and Merger Sub to consummate the merger are subject to the satisfaction or waiver of each of the following conditions:

In addition, the obligations of Gores Logistics and Merger Sub to consummate the merger are subject to the satisfaction or waiver of each of the following additional conditions (except that Gores Logistics and Merger Sub may not rely on the failure of any of the following conditions to be satisfied if such failure was caused by their failure to act in good faith or use their reasonable best efforts to consummate the merger, as required by and subject to the terms of the Merger Agreement):

In addition, our obligations to consummate the merger are subject to the satisfaction or waiver of each of the following additional conditions (except that we may not rely on the failure of any of the following conditions to be satisfied if such failure was caused by our failure to act in good faith or use our reasonable best efforts to consummate the merger, as required by and subject to the terms of the Merger Agreement):

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Definition of Company Material Adverse Effect

Certain conditions to performance by Gores Logistics and Merger Sub of their obligations under the Merger Agreement are qualified by reference to whether the matter in question would have a Company Material Adverse Effect on Clark. The Merger Agreement provides that a “Company Material Adverse Effect” means any change, effect, event, occurrence or development that, individually or in the aggregate, is or would reasonably be expected to be materially adverse to the business, financial condition, assets, liabilities, properties or results of operations of Clark and its subsidiaries, taken as a whole, or that prevents the consummation of the Merger on or before December 31, 2011.

However, no change, effect, event, occurrence or development arising from or in connection with any of the following will constitute, or, except as provided below, be considered in determining whether there has occurred or would reasonably be expected to occur, a Company Material Adverse Effect:

Definition of Parent Material Adverse Effect

Certain conditions to performance by us of our obligations under the Merger Agreement are qualified by reference to whether the matter in question would have a Parent Material Adverse Effect on Gores Logistics. The Merger Agreement provides that a “Parent Material Adverse Effect” means any material adverse change in, or material adverse effect on, the ability of Gores Logistics or Merger Sub to consummate the merger, including any such change or effect that prevents, materially delays or materially impairs Gores Logistics’ or Merger Sub’s ability to consummate the merger.

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Termination of the Merger Agreement, Termination Fees, Expenses and Remedies

Mutual Termination.  Clark and Gores Logistics may agree to terminate the Merger Agreement at any time prior to the effective time of the merger, even after our stockholders have adopted the Merger Agreement at the special meeting.

Unilateral Termination by Either Clark or Gores Logistics.  In addition, we, on the one hand, and Gores Logistics, on the other hand, each have separate rights to terminate the Merger Agreement without the agreement of the other party if:

Unilateral Termination by Clark.  We may also terminate the Merger Agreement if:

Unilateral Termination by Gores Logistics.  Gores Logistics may also terminate the Merger Agreement if:

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Termination Fee and Expenses Payable by Clark.  We must pay Gores Logistics a termination fee of $194,000, in cash, and reimburse Gores Logistics for its actual, reasonable fees and expenses in connection with the transactions contemplated by the Merger Agreement, up to a maximum amount of $175,000, if:

In addition, we will reimburse Gores Logistics for its actual, reasonable fees and expenses in connection with the transactions contemplated by the Merger Agreement, up to a maximum amount of $175,000, if (A) either we or Gores Logistics terminate the Merger Agreement because our stockholders have not voted to adopt the Merger Agreement, any governmental entity of competent jurisdiction has enacted or issued any final and non-appealable law or order or taken any other final and non-appealable action enjoining or otherwise prohibiting consummation of the merger or the merger has not been consummated on or before December 31, 2011, or Gores Logistics terminates the Agreement because we have breached any of our covenants or agreements or any of our representations or warranties fail to be true and accurate, such that a condition obligating Gores Logistics and Merger Sub to consummate the merger would not be satisfied and such breach or failure is not capable of being cured or is not timely cured, and (B) no person has made for the first time and not withdrawn an acquisition proposal prior to the termination of the agreement, and we have not announced that any person has made an acquisition proposal.

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Termination Fee Payable by Gores Logistics.  Gores Logistics must pay us a termination fee of $194,000 if we terminate the Merger Agreement because:

Expenses Generally.  Except as described above, all costs and expenses incurred in connection with the Merger Agreement and the consummation of the merger generally will be paid by the party incurring such costs and expenses, whether or not the merger is consummated. In the event the closing of the merger occurs, the surviving corporation shall pay the costs and expenses incurred by or on behalf of Gores Logistics and Merger Sub.

Remedies.  Except in the case of a material breach by us of our obligations with respect to the solicitation of acquisition proposals, in the case of fraud, or in the case of an intentional breach by Clark of any representation, warranty, covenant or agreement, each of Clark and Gores Logistics have agreed that the payment of a termination fee by either Clark or Gores Logistics and expenses payable by Clark to Gores Logistics shall be the sole and exclusive remedy available to the other party in the event of a termination of the Merger Agreement as described above. If the Merger Agreement is not terminated, each of Clark and Gores Logistics also have agreed that the other party shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement. In any event, except in the case of a material breach by us of our obligations with respect to the solicitation of acquisition proposals, in the case of fraud, or in the case of an intentional breach by Clark of any representation, warranty, covenant or agreement, the maximum aggregate liability of Clark for monetary damages is limited to the amount of the termination fee and expenses payable by Clark to Gores Logistics as described above.

Amendment and Waiver

Amendment.  The Merger Agreement may be amended, modified and supplemented before or after our stockholders consider and vote upon the adoption of the Merger Agreement by written agreement of the parties. However, after the adoption of the Merger Agreement by our stockholders, no amendment, modification or supplement may reduce or change the merger consideration or adversely affect the rights of our stockholders without the approval of such stockholders.

Waiver.  Any failure of any of the parties to comply with any obligation, covenant, agreement or condition of the Merger Agreement may be waived by the party or parties entitled to benefits of such obligation, covenant, agreement or condition by a written instrument signed by the party granting the waiver.

The adoption of the Merger Agreement requires the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote at the special meeting. You may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to the proposal. Abstentions and broker non-votes will have the same effect as a vote against the adoption of the proposal. Properly executed proxies that do not contain voting instructions will be voted “FOR” the proposal.

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APPRAISAL RIGHTS

If you do not vote for the adoption of the Merger Agreement at the special meeting and otherwise comply with the applicable statutory procedures of Section 262 of the DGCL, summarized herein, you may be entitled to appraisal rights under Section 262 of the DGCL. In order to exercise and perfect appraisal rights, a record holder of our common stock must follow the steps summarized below properly and in a timely manner.

Section 262 of the DGCL is reprinted in its entirety as Annex C to this proxy statement. Set forth below is a summary description of Section 262 of the DGCL. The following summary describes the material aspects of Section 262 of the DGCL and the law relating to appraisal rights and is qualified in its entirety by reference to Annex C. All references in Section 262 and this summary to “stockholder” are to the record holder of the shares of our common stock immediately prior to the effective time of the merger as to which appraisal rights are asserted. Failure to comply strictly with the procedures set forth in Section 262 of the DGCL will result in the loss of appraisal rights.

Under the DGCL, holders of our common stock who follow the procedures set forth in Section 262 of the DGCL will be entitled to have their shares appraised by the Delaware Court of Chancery, and to receive payment in cash of the “fair value” of those shares, exclusive of any element of value arising from the accomplishment or expectation of the merger.

Under Section 262 of the DGCL, where a merger agreement relating to a proposed merger is to be submitted for adoption at a meeting of stockholders, as in the case of the special meeting, the corporation, not less than 20 days prior to such meeting, must notify each of its stockholders who was a stockholder on the record date with respect to such shares for which appraisal rights are available that appraisal rights are available and must include in each such notice a copy of Section 262 of the DGCL. This proxy statement constitutes such notice to the holders of our common stock, and Section 262 of the DGCL is attached to this proxy statement as Annex C. Any stockholder who wishes to exercise such appraisal rights or who wishes to preserve his right to do so should review the following discussion and Annex C carefully because failure to timely and properly comply with the procedures specified will result in the loss of appraisal rights under the DGCL.

If you wish to exercise appraisal rights you must not vote for the adoption of the Merger Agreement and must deliver to Clark, before the vote on the proposal to adopt the Merger Agreement, a written demand for appraisal of such stockholder’s shares of our common stock. Properly executed proxies that do not contain voting instructions will be voted “FOR” the adoption of the Merger Agreement. Accordingly, if you desire to exercise and perfect appraisal rights with respect to any of your shares of common stock, you must either (i) refrain from executing and returning the enclosed proxy card, refrain from voting in person and refrain from submitting a proxy by telephone or through the Internet in favor of the adoption of the Merger Agreement or (ii) check either the “against” or the “abstain” box next to the proposal on such card and return such card, vote “against” the proposal in person (or register in person your abstention thereto) or vote “against” the proposal by submitting a proxy by telephone or through the Internet (or register your abstention thereto by submitting a proxy by telephone or through the Internet). A vote or proxy against the adoption of the Merger Agreement will not, in and of itself, constitute a demand for appraisal.

A demand for appraisal will be sufficient if it reasonably informs Clark of the identity of the stockholder and that such stockholder intends thereby to demand appraisal of such stockholder’s shares of common stock. This written demand for appraisal must be separate from any proxy or vote against the adoption of the Merger Agreement or any abstention thereto. If you wish to exercise your appraisal rights you must be the record holder of such shares of our common stock on the date the written demand for appraisal is made and you must continue to hold such shares through the effective time of the merger. Accordingly, a stockholder who is the record holder of shares of common stock on the date the written demand for appraisal is made, but who thereafter transfers such shares prior to the effective time of the merger, will lose any right to appraisal in respect of such shares.

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Only a holder of record of shares of our common stock is entitled to demand appraisal rights for such shares of our common stock registered in that holder’s name. A demand for appraisal should be executed by or on behalf of the holder of record, fully and correctly, as the holder’s name appears on the stock certificates and must state that such person intends thereby to demand appraisal of his, her or its shares. If the shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of the demand for appraisal should be made in that capacity, and if the shares are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand should be executed by or on behalf of all joint owners. An authorized agent, including one for two or more joint owners, may execute the demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose the fact that, in executing the demand, he or she is acting as agent for such owner or owners.

A record holder such as a broker who holds shares as nominee for several beneficial owners may demand appraisal rights with respect to the shares of our common stock held for one or more beneficial owners while not demanding such rights with respect to the shares held for other beneficial owners; in such case, the written demand should set forth the number of shares as to which appraisal is sought. Where the number of shares of our common stock is not expressly stated, the demand will be presumed to cover all shares held in the name of the record owner. If you hold your shares in brokerage accounts or other nominee forms and wish to exercise your appraisal rights, you are urged to consult with your broker to determine the appropriate procedures for the making of a demand for appraisal.

All written demands for appraisal of shares must be mailed or delivered to: Clark Holdings Inc., 121 New York Avenue, Trenton, NJ 08638, Attention: Corporate Secretary, or should be delivered to the Secretary at the special meeting, prior to the vote on the adoption of the Merger Agreement.

Within ten days after the effective time of the merger, we, as the surviving corporation, will notify each stockholder who has properly demanded appraisal rights under Section 262 and has not voted for the adoption of the Merger Agreement of the time that the merger became effective. Within 120 days after the effective time of the merger, but not thereafter, we or any stockholder who has complied with the statutory requirements summarized above and who is otherwise entitled to appraisal rights may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery demanding a determination of the value of the shares of common stock held by all such stockholders. We are not under any obligation, and we have no present intention, to file a petition with respect to appraisal of the value of the shares. Accordingly, if you wish to exercise your appraisal rights, you should regard it as your obligation to take all steps necessary to perfect your appraisal rights in the manner prescribed in Section 262 of the DGCL.

Within 120 days after the effective time of the merger, any stockholder who has complied with the provisions of Section 262 of the DGCL will be entitled, upon written request, to receive from us a statement setting forth the aggregate number of shares of our common stock not voted in favor of adoption of the Merger Agreement and with respect to which demands for appraisal were received by us and the aggregate number of holders of such shares. Such written statement must be mailed within ten days after the written request therefor has been received by us or within ten days after expiration of the period for delivery of appraisal demands, whichever is later. A person who is the beneficial owner of shares of such stock held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition or request from us the statement described in this paragraph.

If a petition for an appraisal is timely filed and a copy thereof served upon us, we will then be obligated, within 20 days, to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all of the stockholders who have demanded appraisal of their shares and with whom agreements as to the value of their shares have not been reached by us. After notice to the stockholders as required by the Delaware Court of Chancery, the Delaware Court of Chancery is empowered to conduct a hearing on such petition to determine those stockholders who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the stockholders who demanded appraisal rights of our shares of common stock and who hold stock certificates for such shares to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Delaware Court of Chancery may dismiss the proceedings as to such stockholder.

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After the Delaware Court of Chancery determines which stockholders are entitled to appraisal, the appraisal proceeding will be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding the Delaware Court of Chancery will determine the fair value of the shares exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Delaware Court of Chancery will take into account all relevant factors.

In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Supreme Court of Delaware stated that, in making this determination of fair value, the court must consider “market value, asset value, dividends, earning prospects, the nature of the enterprise and any other facts which were known or which could be ascertained as of the date of merger and which throw any light on future prospects of the merged corporation.” Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Supreme Court of Delaware stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.” If you are considering seeking appraisal, you should be aware that the fair value of your shares as determined under Section 262 of the DGCL could be more than, the same as or less than the consideration you are entitled to receive pursuant to the Merger Agreement if you did not seek appraisal of your shares and that investment banking opinions as to the fairness from a financial point of view of the consideration payable in a merger are not necessarily opinions as to fair value under Section 262 of the DGCL.

Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the effective time of the merger through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective time of the merger and the date of payment of the judgment.

The Delaware Court of Chancery will direct the payment by us of the fair value of the shares of our common stock, together with interest, if any, to the stockholders who have perfected appraisal rights. The costs of the proceeding (which do not include attorneys’ or expert fees or expenses) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable. Upon application by a stockholder, the Delaware Court of Chancery may also order that all or a portion of the expenses incurred by any stockholder in connection with an appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts utilized in the appraisal proceeding, be charged pro rata against the value of all of the shares entitled to appraisal.

Any stockholder who has duly demanded and perfected an appraisal in compliance with Section 262 of the DGCL will not, from and after the effective time of the merger, be entitled to vote his or her shares for any purpose or be entitled to the payment of dividends or other distributions thereon, except dividends or other distributions payable to holders of record of shares of our common stock as of a date prior to the effective time of the merger.

At any time within 60 days after the effective time of the merger, any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party will have the right to withdraw his or her demand for appraisal and to accept the cash payment for his or her shares pursuant to the Merger Agreement. After this period, a stockholder may withdraw his or her demand for appraisal only with our written consent. If no petition for appraisal is filed with the Delaware Court of Chancery within 120 days after the effective time of the merger, a stockholder’s right to appraisal will cease and he or she will be entitled to receive the cash payment for his or her shares pursuant to the Merger Agreement, as if he or she

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had not demanded appraisal of his or her shares. No petition timely filed in the Delaware Court of Chancery demanding appraisal will be dismissed as to any stockholder without the approval of the Delaware Court of Chancery, and such approval may be conditioned on such terms as the Delaware Court of Chancery deems just; provided, however, that any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw his, her or its demand for appraisal and accept the merger consideration offered pursuant to the Merger Agreement within 60 days after the effective date of the merger.

If you properly demand appraisal of your shares of our common stock under Section 262 and you fail to perfect, or effectively withdraw or lose, your right to appraisal, as provided in the DGCL, your shares will be converted into the right to receive the consideration receivable with respect to such shares in accordance with the Merger Agreement. You will fail to perfect, or effectively lose or withdraw, your right to appraisal if, among other things, no petition for appraisal is filed within 120 days after the effective time of the merger, or if you deliver to us a written withdrawal of your demand for appraisal. Any such attempt to withdraw an appraisal demand more than 60 days after the effective time of the merger will require our written approval.

If you desire to exercise your appraisal rights, you must not vote for the adoption of the Merger Agreement and must strictly comply with the procedures set forth in Section 262 of the DGCL.

Failure to take any required step in connection with the exercise of appraisal rights will result in the termination or waiver of such rights.

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MARKET PRICES AND DIVIDEND DATA

Our common stock is listed and trades on the NYSE Amex under the symbol “GLA.” This table shows, for the periods indicated, the high and low closing sales prices of our common stock as reported on the NYSE Amex.

		Common Stock
		High				Low
Fiscal Quarter
2011:
Third Quarter*		$	0.45			$	0.17
Second Quarter		$	0.45			$	0.27
First Quarter		$	0.52			$	0.20
2010:
Fourth Quarter		$	0.38			$	0.10
Third Quarter		$	0.53			$	0.24
Second Quarter		$	0.56			$	0.25
First Quarter		$	0.80			$	0.37
2009:
Fourth Quarter		$	0.65			$	0.37
Third Quarter		$	0.82			$	0.44
Second Quarter		$	0.92			$	0.56
First Quarter		$	0.75			$	0.56

The closing sale price of our common stock on the NYSE Amex on September 1, 2011, which was the last trading day before the announcement of the merger, was $0.17. On September 30, 2011, which is the latest trading day before this proxy statement was printed for which it was practicable to include this information, the closing price for our common stock on the NYSE Amex was $0.45. You are encouraged to obtain current market quotations for our common stock in connection with voting your shares of common stock. We had 37 stockholders of record at the close of business on October 3, 2011, the record date for the special meeting.

As of the effective time of the merger, all shares of our common stock will no longer be outstanding and will automatically be cancelled and will cease to exist, and each holder of shares of our common stock immediately prior to the effective time of the merger will cease to have any rights as a stockholder, except the right to receive $0.46 per share in cash, without interest and less any applicable withholding taxes (other than stockholders who have perfected their appraisal rights). If the merger is completed, we will continue as the surviving corporation of the merger and a wholly owned subsidiary of Gores Logistics. As a result, there will be no further market for our common stock, and our common stock will be delisted from and will no longer be traded on the NYSE Amex and will be deregistered under the Exchange Act.

No dividends have been declared on our common stock. We have no current plans to pay dividends on our common stock, and the Merger Agreement prohibits us from making any such dividends. In the event that the merger is not completed, we expect to retain our earnings for use in our business.

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SHARE OWNERSHIP BY PRINCIPAL STOCKHOLDERS,
DIRECTORS AND MANAGEMENT

This table shows, as of September 30, 2011 (unless otherwise indicated), how many shares of our common stock (the only voting class of Clark capital stock outstanding) are beneficially owned by: (i) each stockholder who has reported or is known by us to have beneficial ownership of more than five percent of our common stock; (ii) each current director; (iii) each named executive officer (as defined in Item 402(a)(3) of Regulation S-K) for our fiscal year ended January 1, 2011; and (iv) all of our current directors and executive officers as a group. There were 12,032,193 shares of common stock outstanding on September 30, 2011.

Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership				Additional Shares Acquirable Within 60 Days				Percent of Class
5% Security Holders
Cherokee Capital Management, LLC			3,080,000	(A)			0				25.6	%
The Gores Group, LLC			2,744,923	(B)			199,585	(C)			24.1	%
Davis Selected Advisors, L.P.			1,493,715	(D)			0				12.4	%
Pine River Capital Management			1,311,300	(E)			0				10.9	%
T. Rowe Price Associates, Inc.			1,011,200	(F)			0				8.4	%
James J. Martell			808,247	(G)			0				6.7	%
Officers and Directors**
Gregory E. Burns			2,473,549	(a)			110,000	(b)			21.3	%
Maurice Levy			82,450	(f)			10,000	(g)			*
Edward W. Cook			73,862	(c)			16,667	(d)			*
Donald G. McInnes			70,262	(e)			16,667	(d)			*
Brian Bowers			29,800	(h)			16,667	(d)			*
Robert C. LaRose			0				5,000	(i)			*
Christian B. Cook			0				0				*
Charles H. “Skip” Fischer			15,000	(j)			14,584	(k)			*
Kevan D. Bloomgren			0				10,000	(l)			*
All officers and directors as a group (9 individuals)			2,744,923				199,585	(m)			24.1	%

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PROPOSAL NO. 2: AUTHORITY TO ADJOURN THE SPECIAL MEETING

We may ask our stockholders to vote on a proposal to authorize our board of directors, in its discretion, to adjourn the special meeting to a later date or dates, if necessary, to solicit additional proxies if there are insufficient votes at the time of the meeting to adopt the Merger Agreement. We currently do not intend to propose that our board of directors have discretionary authority to adjourn the special meeting if there are sufficient votes to adopt the Merger Agreement.

If any proposal to authorize our board of directors, in its discretion, to adjourn the special meeting for the purpose of soliciting additional proxies is submitted to our stockholders for approval, such approval requires the affirmative vote of the holders of a majority of the shares of our common stock present in person or represented by proxy and entitled to vote on the matter. You may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to the proposal. Abstentions will have the same effect as a vote against the adoption of the proposal. Broker non-votes will not have any effect on the proposal. Properly executed proxies that do not contain voting instructions will be voted “FOR” the proposal.

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PROPOSAL NO. 3: ADVISORY VOTE ON GOLDEN PARACHUTES

Section 14A of the Exchange Act, which was enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires that we provide our stockholders with the opportunity to vote to approve, on an advisory, non-binding basis, the “golden parachute” arrangements and compensation for our named executive officers.

As required by Section 14A and the rules and regulations promulgated thereunder, we are asking our stockholders to indicate their approval of the “golden parachute” arrangements and compensation for certain of our named executive in connection with the merger that are set forth under “The Merger — Interests of Clark’s Executive Officers and Directors in the Merger — Golden Parachutes Compensation” on page 46. The various agreements and arrangements pursuant to which these compensation payments may be made have previously been disclosed in Part III, Item 11, “Executive Compensation,” of our Annual Report on Form 10-K for the fiscal year ended January 1, 2011. These agreements and arrangements were adopted and approved by the compensation committee of our board of directors, which is comprised solely of non-management directors, and are believed to be reasonable and competitive with the arrangements being offered by other companies of similar size and in similar industries.

Accordingly, we are seeking approval of the following resolution at the special meeting:

“RESOLVED, that the compensation that may be payable to Clark’s named executive officers in connection with the merger, and the agreements and understandings providing therefor, as disclosed pursuant to Item 402(t) of Regulation S-K, including in the “Golden Parachute Compensation” table and narrative discussion, are hereby approved.”

Stockholders should note that this non-binding proposal regarding “golden parachute” arrangements and compensation is merely an advisory vote that will not be binding on Clark or Gores Logistics, their boards of directors or the compensation committees of Clark or Gores Logistics. Further, the underlying agreements and arrangements are contractual in nature and not, by their terms, subject to stockholder approval. Accordingly, regardless of the outcome of the advisory vote, if the merger is consummated our named executive officers will be eligible to receive the various change of control payments in accordance with the terms or conditions applicable to those payments. Approval of the non-binding proposal regarding “golden parachute” arrangements and compensation is not a condition to the closing of the merger.

Approval of the non-binding proposal regarding “golden parachute” arrangements and compensation requires the affirmative vote of the holders of a majority of the shares of our common stock present in person or represented by proxy and entitled to vote on the matter. You may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to the non-binding proposal. Abstentions will have the same effect as a vote against the non-binding proposal. Broker non-votes will not have any effect on the non-binding proposal. Properly executed proxies that do not contain voting instructions will be voted “FOR” the non-binding proposal.

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OTHER MATTERS

We are not currently aware of any business to be acted upon at the special meeting other than the matters discussed in this proxy statement. Under our by-laws, business transacted at the special meeting is limited to the purposes stated in the notice of the special meeting, which is provided at the beginning of this proxy statement. If other matters do properly come before the special meeting, or at any adjournment or postponement of the special meeting by or at the direction of our board of directors, we intend that shares of Clark common stock represented by properly submitted proxies will be voted in accordance with the recommendations of our board of directors.

It is important that your shares be represented at the special meeting, regardless of the number of shares which you hold. Therefore, we urge you to complete, sign, date and return the accompanying proxy card as promptly as possible in the postage prepaid envelope enclosed for that purpose or to submit a proxy via the Internet or by telephone.

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HOUSEHOLDING OF PROXY STATEMENT

Applicable rules of the SEC permit companies and brokers, banks or other nominees to deliver a single copy of an annual report, proxy statement or notice of internet availability of proxy materials to households at which two or more beneficial owners reside. This method of delivery, which eliminates duplicate mailings, is known as “householding.” Beneficial owners sharing an address who have been previously notified by their broker, bank or other nominee and have consented to householding, either affirmatively or implicitly by not objecting to householding, will receive only a single copy of this proxy statement, unless that broker, bank or other nominee has received contrary instructions from one or more of the stockholders. We will deliver promptly, upon written or oral request, a separate copy of this proxy statement to a stockholder at a shared address to which a single copy of this proxy statement was delivered. A stockholder who wishes to receive a separate copy of this proxy statement now, or to receive separate copies of any annual reports, proxy statements or notices of internet availability of proxy materials in the future, should submit a request to his, her or its broker, bank or other nominee or submit a request to Clark Holdings Inc., 121 New York Avenue, Trenton, NJ 08638, Attention: Corporate Secretary, (609) 396-1100. Beneficial owners sharing an address who are receiving multiple copies of annual reports, proxy materials and notices of internet availability of proxy materials and wish to receive a single copy of such materials in the future will need to contact their broker, bank or other nominee or contact us at the address above to request that only a single copy of each document be mailed to all stockholders at the shared address in the future.

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FUTURE STOCKHOLDER PROPOSALS

If the merger is completed, there will be no public participation in any future meetings of our stockholders. However, if the merger is not completed, our public stockholders will continue to be entitled to attend and participate in our stockholders’ meetings. If the merger is not completed and any stockholder intends to present a proposal to be considered for inclusion in our proxy materials in connection with our 2011 Annual Meeting of Stockholders, the proposal must have been received at our principal executive offices a reasonable time before we begin to print and send our proxy materials for such annual meeting. If the merger is not completed and any stockholder wishes to present a proposal at our 2011 Annual Meeting of Stockholders, but does not wish to have the proposal considered for inclusion in our proxy materials, or if any stockholder wishes to nominate a person for election as a director, the stockholder must give written notice, which notice must have been delivered to or mailed to and received at our principal executive offices not less than 60 days nor more than 90 days prior to the annual meeting, except that if less than 70 days notice or prior public disclosure of the date of the annual meeting is given or made to stockholders, notice by a stockholder may be received at our principal executive offices no later than the close of business on the 10th day following the day of such notice or public disclosure. An untimely proposal or nomination will not be permitted to be made at the meeting.

Notices of business to be brought before the meeting should include, among other things, a brief description of the matter and the reasons for bringing it before the annual meeting, the material interest, if any, of the stockholder in the matter, the name and record address of the stockholder, the number of shares of common stock owned by the stockholder, the length of ownership of such shares and representations that the stockholder will continue to own the shares through the annual meeting and that the stockholder intends appear in person or by a representative at the annual meeting. For a complete description of the required contents of the notice, please refer to our bylaws.

Stockholder nominations for persons to be elected as directors should include, among other things, as to the stockholder making the nomination, the name and record address of the stockholder, the number of shares of common stock owned by the stockholder and the length of ownership of such shares and, as to the nominee, the name, age, business address and residence address of the nominee, the principal occupation or employment of the nominee, the number of shares of common stock beneficially owned by the nominee, the information about the nominee required by the Securities Exchange Act of 1934, as amended, and a consent by the nominee to the nomination. For a complete description of the required contents of the notice, please refer to our bylaws.

Stockholder proposals and nominations should be addressed to our principal executive office at Clark Holdings Inc., 121 New York Avenue, Trenton, New Jersey 08638, Attention: Corporate Secretary.

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MISCELLANEOUS

If you have any questions about this proxy statement, the special meeting or the merger or need assistance with voting procedures, you should contact:

Morrow & Co., LLC
Banks and Brokers Please Call Collect: (203) 658-9400
Stockholders Please Call: (877) 705-9707

You should not send in your Clark stock certificates until you receive the transmittal materials from the paying agent. Our record stockholders who have further questions about their stock certificates or the exchange of our common stock for cash should contact the paying agent.

You should rely only on the information contained in this proxy statement to vote on the merger proposal. We have not authorized anyone to provide you with information that is different from what is contained in this proxy statement. This proxy statement is dated October 4, 2011. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date (or as of an earlier date if so indicated in this proxy statement). Neither the mailing of this proxy statement to stockholders nor the issuance of cash in the merger creates any implication to the contrary. This proxy statement does not constitute a solicitation of a proxy in any jurisdiction where, or to or from any person to whom, it is unlawful to make a proxy solicitation.

Your vote is important.  You may vote by returning the enclosed proxy card, submitting a proxy via the Internet or by telephone or attending the special meeting and voting in person. Please call our proxy solicitor, Morrow, collect at (203) 658-9400 (banks and brokers) or (877) 705-9707 (all others, toll free) if you have any questions about this proxy statement or the merger, or need assistance with the voting procedures.

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WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Exchange Act, and file annual, quarterly and current reports, proxy statements and other information with the SEC. You can read our SEC filings, including this proxy statement, through the Internet at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facility at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at (800) SEC-0330 for further information about the public reference room.

You may obtain any of the documents we file with the SEC, without charge, by requesting them in writing or by telephone from us at the following address:

Clark Holdings Inc.
121 New York Avenue
Trenton, NJ 08638
Attention: Corporate Secretary
Telephone: (609) 396-1100

If you would like to request documents from us, please do so by October 20, 2011, to receive them before the special meeting. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt method, within one business day after we receive your request.

Any person, including any beneficial owner, to whom this proxy statement is delivered may request copies of this proxy statement or other information concerning us, without charge, by written or telephonic request directed to Clark Holdings Inc., 121 New York Avenue, Trenton, NJ 08638, Attention: Corporate Secretary or by telephone at (609) 396-1100, or from the SEC through the SEC’s website at the address provided above. Documents incorporated by reference are available without charge, excluding any exhibits to those documents unless the exhibit is specifically incorporated by reference into those documents.

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Annex A

 
  
  
  
  
AGREEMENT AND PLAN OF MERGER
  
by and among
  
GORES LOGISTICS HOLDINGS, LLC,
  
GORES LOGISTICS SUB, INC.
  
and
  
CLARK HOLDINGS INC.
  
September 1, 2011

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ARTICLE I. DEFINITIONS AND TERMS			A-1
Section 1.1. Definitions			A-1
Section 1.2. Other Definitional Provisions; Interpretation			A-9
ARTICLE II. THE MERGER			A-9
Section 2.1. The Merger			A-9
Section 2.2. Closing and Effective Time of the Merger			A-10
Section 2.3. Meeting of Stockholders to Approve the Merger; Preparation of the Proxy Statement			A-10
ARTICLE III. CONVERSION OF EQUITY			A-11
Section 3.1. Conversion of Shares			A-11
Section 3.2. Treatment of Stock Options; Other Awards			A-12
Section 3.3. Exchange of Certificates and Book Entry Shares; Payment of Awards			A-12
Section 3.4. Shares of Dissenting Stockholders			A-14
Section 3.5. Withholding Tax			A-14
ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF THE COMPANY			A-15
Section 4.1. Organization			A-15
Section 4.2. Capitalization			A-15
Section 4.3. Authorization; Validity of Agreement; Company Action			A-16
Section 4.4. Consents and Approvals; No Violations			A-17
Section 4.5. SEC Reports; Disclosure Controls and Procedures; Indebtedness			A-17
Section 4.6. No Undisclosed Liabilities			A-18
Section 4.7. Absence of Certain Changes or Events			A-19
Section 4.8. Specified Contracts			A-19
Section 4.9. Employee Benefit Plans			A-20
Section 4.10. Litigation			A-21
Section 4.11. Restrictions on Business Activities			A-21
Section 4.12. Compliance with Law; Permits			A-22
Section 4.13. Intellectual Property			A-22
Section 4.14. Taxes			A-23
Section 4.15. Title to Property			A-24
Section 4.16. Environmental Matters			A-25
Section 4.17. Labor Matters			A-25
Section 4.18. Insurance			A-25
Section 4.19. Brokers or Finders			A-26
Section 4.20. Vote Required			A-26
Section 4.21. Company Board Recommendation			A-26
Section 4.22. Proxy Statement			A-26
Section 4.23. State Takeover Statutes			A-26
Section 4.24. Related Party Transactions			A-26
Section 4.25. Minute Books			A-26
Section 4.26. Customers, Resellers and Suppliers			A-27
Section 4.27. Opinion			A-27
Section 4.28. Disclosure Generally			A-27
Section 4.29. No Other Representations or Warranties			A-27

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ARTICLE V. REPRESENTATIONS AND WARRANTIES OF PARENT			A-27
Section 5.1. Organization; Capitalization and Ownership of Merger Sub			A-27
Section 5.2. Authorization; Validity of Agreement; Parent Action			A-27
Section 5.3. Consents and Approvals; No Violations			A-28
Section 5.4. Disclosure Documents			A-28
Section 5.5. Merger Sub’s Operations			A-28
Section 5.6. Financial Capability			A-28
Section 5.7. Share Ownership; No Interested Stockholder			A-28
Section 5.8. No Other Representations or Warranties; Nonreliance			A-28
Section 5.9. Brokers or Finders			A-29
Section 5.10. Litigation			A-29
ARTICLE VI. COVENANTS			A-29
Section 6.1. Interim Operations of the Company			A-29
Section 6.2. Access to Information			A-31
Section 6.3. Go-Shop Period; Acquisition Proposals			A-32
Section 6.4. Employee Benefits			A-35
Section 6.5. Publicity			A-36
Section 6.6. Indemnification and Insurance			A-36
Section 6.7. Reasonable Best Efforts			A-37
Section 6.8. Section 16 Matters			A-37
Section 6.9. Obligations of Merger Sub			A-37
Section 6.10. Takeover Statutes			A-37
Section 6.11. Notification of Certain Matters			A-37
Section 6.12. Stockholder Litigation			A-38
Section 6.13. No Control of Other Party’s Business			A-38
Section 6.14. Existing Indebtedness			A-38
Section 6.15. Fee Payments at Closing			A-38
Section 6.16. Supplementation of Schedules			A-39
ARTICLE VII. CONDITIONS			A-39
Section 7.1. Conditions to Each Party’s Obligation to Effect the Merger			A-39
Section 7.2. Conditions to Obligations of Parent and Merger Sub			A-39
Section 7.3. Conditions to Obligation of the Company			A-40
Section 7.4. Frustration of Closing Conditions			A-40
ARTICLE VIII. TERMINATION			A-40
Section 8.1. Termination			A-40
Section 8.2. Effect of Termination			A-41
ARTICLE IX. MISCELLANEOUS			A-43
Section 9.1. Amendment and Modification			A-43
Section 9.2. Non-Survival of Representations and Warranties			A-43
Section 9.3. Notices			A-43
Section 9.4. Interpretation			A-43
Section 9.5. Counterparts			A-44
Section 9.6. Entire Agreement; Third-Party Beneficiaries			A-44
Section 9.7. Severability			A-44
Section 9.8. Governing Law			A-44
Section 9.9. Jurisdiction			A-44
Section 9.10. Service of Process			A-45
Section 9.11. Specific Performance; Limitation on Liability			A-45
Section 9.12. Assignment			A-45
Section 9.13. Expenses			A-45
Section 9.14. Headings			A-45
Section 9.15. Waivers			A-45

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AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER, dated as of September 1, 2011 (as may be amended, supplemented or otherwise modified from time to time, this “Agreement”), by and among Clark Holdings Inc., a Delaware corporation (the “Company”), Gores Logistics Holdings, LLC, a Delaware limited liability company (“Parent”), and Gores Logistics Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”).

WHEREAS, the respective Boards of Directors of Parent, Merger Sub and the Company have approved the acquisition of the Company by Parent upon the terms and subject to the conditions set forth in this Agreement, whereby, upon the terms and subject to the conditions set forth in this Agreement, Merger Sub shall be merged with and into the Company, with the Company continuing as the Surviving Company (the “Merger”), in accordance with the Delaware General Corporation Law, as amended (the “DGCL”), with each issued and outstanding share (a “Share”) of the Company’s common stock, par value $0.0001 per share (the “Company Common Stock”) (other than (i) Shares to be cancelled in accordance with Section 3.1(c) and (ii) Dissenting Shares) to be converted into the right to receive the Merger Consideration; and

WHEREAS, the Board of Directors of the Company has received the opinion of Integgra Advisory Services, Inc. (“Integgra”) that the Merger Consideration payable to the holders of Company Common Stock upon consummation of the Merger is fair to such holders from a financial point of view;

WHEREAS, the Board of Directors of the Company (the “Company Board”) has, upon the terms and subject to the conditions set forth in this Agreement, (i) approved and declared advisable and in the best interests of the Company and its stockholders this Agreement and the transactions contemplated hereby, including the Merger (the “Transactions”), and (ii) resolved to recommend that the Company’s stockholders adopt this Agreement and approve the Merger;

WHEREAS, certain executive officers and members of the Board of Directors of the Company have entered into a voting agreement with Parent (the “Voting Agreement”) in which they have agreed to vote their holdings of Company Common Stock in favor of the Merger, subject to the terms and conditions therein;

WHEREAS, the Board of Directors of each of Parent and Merger Sub has, upon the terms and subject to the conditions set forth in this Agreement, and after receipt of the opinion of its financial advisor, approved and declared advisable this Agreement and the Transactions, and Parent (in its capacity as the sole stockholder of Merger Sub) has adopted this Agreement and approved the Transactions; and

WHEREAS, Parent, Merger Sub and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Transactions and to prescribe various conditions to the Transactions;

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties to this Agreement agree as follows:

ARTICLE I.
DEFINITIONS AND TERMS

Section 1.1.  Definitions.  As used in this Agreement, the following terms have the meanings set forth below:

“$” means United States dollars.

“Acquisition Proposal” means any inquiry, proposal, indication of interest or offer (whether in writing or otherwise) from any Person (other than Parent, Merger Sub or any Affiliate thereof) relating to, or that is reasonably expected to lead to, any direct or indirect acquisition or purchase, in one transaction or a series of transactions, of any assets or businesses that constitute 20% or more of the revenues or assets of the Company and its Subsidiaries, taken as a whole, or 20% or more of any class of equity security of the Company or any of its Subsidiaries, any tender offer or exchange offer that if consummated would result in any Person beneficially owning 20% or more of any class of equity security of the Company or any of its Subsidiaries, or any merger, consolidation, business combination, recapitalization, liquidation, dissolution, joint venture,

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binding share exchange or similar transaction involving the Company or any of its Subsidiaries pursuant to which any Person or the shareholders of any Person would own 20% or more of any class of equity security of the Company or any of its Subsidiaries or of any resulting parent company of the Company.

“Affiliate” means a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the first-mentioned Person. For this purpose, “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly or as trustee or executor, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of stock, by Contract or otherwise.

“Agreement” has the meaning set forth in the Preamble.

“Alternative Acquisition Agreement” has the meaning set forth in Section 6.3(d).

“Antitrust Laws” means the HSR Act, the Sherman Act, as amended, the Clayton Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or the significant impediment of effective competition.

“Applicable Conditions” means all conditions set forth in Section 7.1 and Section 7.2 (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, which shall be capable of being satisfied at the Closing).

“Audit” means any audit, assessment of Taxes, other examination by any Taxing Authority or any proceeding or appeal of such proceeding relating to Taxes.

“Balance Sheet Date” has the meaning set forth in Section 4.6.

“Benefit Plans” means all employee compensation, incentive, fringe or benefit plans, programs, policies, commitments or other arrangements (whether or not set forth in a written document) of any kind, covering any active or former employee, director or consultant of the Company or any Company Subsidiary, or any trade or business (whether or not incorporated) which is under common control with the Company, or their dependents or beneficiaries, with respect to which the Company or any Company Subsidiary has liability, including bonus, deferred compensation, incentive compensation, equity compensation, equity purchase, equity option, equity appreciation rights, restricted equity, severance or termination pay, fringe benefit, vacation, scholarship or tuition reimbursement, dependent care assistance, hospitalization, medical, life or other insurance, immigration assistance, salary continuation, employee loan or loan guarantee, split dollar arrangement, supplemental unemployment benefits, profit-sharing, savings, pension, retirement, or supplemental retirement plan, program, agreement or arrangement, and any other employee benefit plan, agreement, arrangement, or commitment maintained by the Company or any Company Subsidiary, whether or not a plan described in Section 3(3) of ERISA.

“Book Entry Shares” has the meaning set forth in Section 3.1(d).

“Business” means the businesses of the Company and its Subsidiaries.

“Business Day” means a day other than a Saturday, a Sunday or another day on which commercial banking institutions in New York, New York are authorized or required by Law to be closed.

“Buyer Party” shall mean each of the Parent, Merger Sub and any of their respective former, current or future equity holders, controlling persons, directors, officers, employees, agents, general or limited partners, managers, management companies, members, stockholders, Affiliates or assignees and any and all former, current or future equity holders, controlling persons, directors, officers, employees, agents, general or limited partners, managers, management companies, members, stockholders, Affiliates or assignees of any of the foregoing, and any and all former, current or future heirs, executors, administrators, trustees, successors or assigns of any of the foregoing.

“Certificate of Merger” has the meaning set forth in Section 2.2.

“Certificates” has the meaning set forth in Section 3.1(d).

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“Change of Recommendation” has the meaning set forth in Section 6.3(d).

“Closing” has the meaning set forth in Section 2.2.

“Closing Date” has the meaning set forth in Section 2.2.

“Code” means the Internal Revenue Code of 1986, as amended, and the rules and Treasury Regulations promulgated thereunder.

“Company” has the meaning set forth in the Preamble.

“Company Board” has the meaning set forth in the Recitals.

“Company Board Recommendation” has the meaning set forth in Section 4.21.

“Company Bylaws” has the meaning set forth in Section 4.1.

“Company Charter” has the meaning set forth in Section 4.1.

“Company Common Stock” has the meaning set forth in the Recitals.

“Company Disclosure Schedule” means the disclosure schedule, delivered by the Company to Parent immediately prior to the execution of this Agreement, with section numbers corresponding to the section numbers in this Agreement, provided that any information disclosed in the Company Disclosure Schedule with respect to one representation or warranty shall also be deemed to be disclosed with respect to each other representation or warranty to the extent it is readily apparent from the text of such disclosure that such disclosure applies to or qualifies such other representation or warranty; provided, however, that disclosure of any information or document in the Company Disclosure Schedule shall not be a statement or admission that it is material or required to be disclosed.

“Company Equity Plan” means the Company’s 2007 Long-Term Incentive Equity Plan.

“Company Financial Statements” has the meaning set forth in Section 4.5(b).

“Company Intellectual Property” shall mean any Intellectual Property that is owned by, or exclusively licensed to, the Company or any Company Subsidiary, including software and software programs developed by or exclusively licensed to the Company or any Company Subsidiary (specifically excluding any off the shelf or shrink-wrap software).

“Company Material Adverse Effect” means any change, effect, event, occurrence or development (any such item, an “Effect”) that, individually or in the aggregate with all other Effects, is or would reasonably be expected to be materially adverse to the business, financial condition, assets, liabilities, properties or results of operations of the Company and its Subsidiaries, taken as a whole; provided, however, that any Effect arising from or in connection with any of the following shall not constitute a Company Material Adverse Effect or, except as provided below, be taken into account when determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur: (A) (1) changes or developments in the transportation and logistics industry, (2) changes or developments in the United States or any other country’s or the global economic or political condition, (3) changes or developments in the United States securities markets or (4) natural disasters, acts of war, terrorism or sabotage, military actions or the escalation thereof, in the case of clauses (1), (2), (3) and (4), to the extent they have not had, or would reasonably be expected not to have, a materially disproportionate effect on the Company and its Subsidiaries relative to the other companies in the transportation and logistics industry; (B) the execution, delivery or performance of this Agreement, the identity of Parent or Merger Sub or the pendency or consummation of the Transactions, so long as the announcement of the transaction is made consistent with the terms hereof (including, following any authorized announcement, any cancellation of or delays in work for customers by customers, any reductions in sales by customers, any disruption in supplier, licensor, licensee, distributor, partner or similar relationships initiated by the other party to the relationship or any voluntary resignations of employees or consultants, to the extent the foregoing is related to the Transaction), (C) changes in GAAP or other applicable accounting rules or applicable Law (including the accounting rules and regulations of the SEC), or, in any such case, changes in the interpretation thereof, (D) any action required by Law or taken at the written request, including by e-mail, of an executive officer of Parent, (E) any change in market price or trading

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volume of the Company Common Stock or the Company’s credit rating, (F) any litigation brought or threatened by stockholders of either Parent or the Company (whether on behalf of the Company, Parent or otherwise) asserting allegations of breach of fiduciary duty relating to this Agreement or violations of Laws in connection with the Proxy Statement or otherwise in connection with this Agreement or (G) the mere failure by the Company to meet any internal or published projections, forecasts or revenue or earnings predictions or any predictions or expectations of the Company or of any securities analysts; provided that, in the case of each of the exceptions set forth in clauses (E) and (G), the applicability of the exception does not rule out the existence of a Company Material Adverse Effect arising from the same cause of a market price change or failure to meet projections.

“Company Option” has the meaning set forth in Section 3.2.

“Company Organizational Documents” has the meaning set forth in Section 4.1.

“Company Party” shall mean, each of the Company, the Subsidiaries and the former, current or future equity holders, controlling persons, directors, executive officers, employees, agents, general or limited partners, managers, management companies, members, stockholders, Affiliates or assignees of the Company and its Subsidiaries and any and all former, current or future equity holders, controlling persons, directors, executive officers, employees, agents, general or limited partners, managers, management companies, members, stockholders, Affiliates or assignees of any of the foregoing, and any and all former, current or future heirs, executors, administrators, trustees, successors or assigns of any of the foregoing.

“Company Preferred Stock” has the meaning set forth in Section 4.2(a).

“Company Registered Intellectual Property” means all of the Registered Intellectual Property owned by, or filed in the name of, the Company or any Company Subsidiary.

“Company SEC Reports” has the meaning set forth in Section 4.5(a).

“Company Stockholder Approval” has the meaning set forth in Section 4.20.

“Company Subsidiary” means any Subsidiary of the Company.

“Confidentiality Agreement” means that certain non-disclosure agreement, dated March 7, 2011, by and between the Company and The Gores Group, LLC, as may be further amended, supplemented or otherwise modified from time to time.

“Contract” means any written or oral agreement, contract, subcontract, settlement agreement, lease, sublease, instrument, note, option, bond, mortgage, indenture, trust document, loan or credit agreement, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect.

“Copyrights” means any copyrights, copyrights registrations and applications therefor, and all other rights corresponding thereto throughout the world.

“D&O Insurance” has the meaning set forth in Section 6.6(b).

“DGCL” has the meaning set forth in the Recitals.

“Dissenting Shares” has the meaning set forth in Section 3.4(a).

“Dodd-Frank Act” means the Dodd-Frank Wall Street Reform and Consumer Protection Act (2010).

“Effect” has the meaning set forth in the definition of “Company Material Adverse Effect” in this Section 1.1.

“Effective Time” has the meaning set forth in Section 2.2.

“Employee” has the meaning set forth in Section 6.4(a).

“End Date” has the meaning set forth in Section 8.1(b)(i).

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“Environmental Laws” means any presently enacted federal, state, local or foreign law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement relating to: (A) the protection, investigation or restoration of the environment, health and safety, or natural resources; (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Excluded Party Superior Proposal” means any Superior Proposal made by an Excluded Party.

“Excluded Party” has the meaning set forth in Section 6.3(b).

“FIRPTA Certificate” means a non-United States real property interest certificate described under Treasury Regulation section 1.1445-2(c)(3) that (i) includes the information described in Treasury Regulation section 1.897-2(h)(2), (ii) states that the Company is not a “United States Real Property Holding Company” as defined in section 897(c)(2) of the Code and Treasury Regulation section 1.897-2, (iii) is signed by a duly authorized officer of the Company, and (iv) is dated no earlier than ten (10) days before the Effective Time, and no later than two (2) days before the Effective Time.

“GAAP” has the meaning set forth in Section 4.5(b).

“Go-Shop Period” has meaning set forth in Section 6.3(a).

“Governmental Entity” means any federal, state or local or foreign government, any court, administrative, regulatory or other governmental instrumentality, commission or authority or any non-governmental United States or foreign self-regulatory agency, commission or authority or any arbitral tribunal.

“Hazardous Substance” means any substance that is: (i) presently listed, classified or regulated pursuant to any Environmental Law; (ii) any petroleum product or by-product, asbestos-containing material, lead-containing paint or plumbing, polychlorinated biphenyls, radioactive materials or radon; or (iii) any other substance which is the subject of regulatory action by any Governmental Entity pursuant to any Environmental Law.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Incentive Bonus” has the meaning set forth in Section 3.2.

“Indebtedness” means, with respect to any Person, (a) any obligation of such Person (i) for borrowed money, (ii) evidenced by a note, debenture or similar instrument (including a purchase money obligation) given in connection with the acquisition of any property or assets, including securities, or (iii) for the deferred purchase price of property or services; (b) any guarantee (or keepwell agreement) by such Person of any indebtedness of others described in the preceding clause (a); (c) any obligation to reimburse any bank or other Person for amounts paid under a letter of credit or similar instrument; (d) any factoring arrangement or obligation secured by or representing the disposition of assets that would be assets of the Company but for the incurrence of such obligation; (e) any other obligation upon which interest charges are customarily paid, or that was issued or assumed as full or partial payment for property, except trade accounts payable and similar liabilities arising in the ordinary course of business and not more than 60 days from the invoice date; and (f) any capital leases.

“Indemnified Party” has the meaning set forth in Section 6.6(a).

“Insurance Policies” has the meaning set forth in Section 4.18.

“Insured Parties” has the meaning set forth in Section 6.6(b).

“Intellectual Property” shall mean any or all of the following and all worldwide common law and statutory rights in, arising out of, or associated therewith: (i) Patents; (ii) inventions (whether patentable or not), invention disclosures, improvements, trade secrets, proprietary information, know how, technology,

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technical data and customer lists, and all documentation relating to any of the foregoing; (iii) Copyrights; (iv) software and software programs; (v) domain names, uniform resource locators and other names and locators associated with the Internet; (vi) industrial designs and any registrations and applications therefor; (vii) Trademarks; (viii) all databases and data collections and all rights therein; (ix) all moral and economic rights of authors and inventors, however denominated; and (x) any similar or equivalent rights to any of the foregoing (as applicable).

“IRS” means the United States Internal Revenue Service.

“Knowledge of the Company” means such facts and other information that as of the date of determination are actually known to the individuals listed in Section 1.1(a) of the Company Disclosure Schedule.

“Knowledge of Parent” means such facts and other information that as of the date of determination are actually known to the President and Chief Executive Officer, Chief Financial Officer or General Counsel (or executives, partners or other officers serving analogous functions of each referenced position) of Parent.

“Law” means any federal, state, local or foreign law, statute, rule, regulation, ordinance, code or Order of any Governmental Entity.

“Legal Proceeding” has the meaning set forth in Section 4.10.

“Liability” means any liability or obligation of whatever kind or nature (whether known or unknown, asserted or unasserted, absolute or contingent, joint or several, accrued or unaccrued, vested or unvested, liquidated or unliquidated, due or to become due, executory, determined, or determinable or otherwise whether or not required to be accrued, reserved against or otherwise reflected on financial statements or is disclosed or required to be disclosed on any schedule to this Agreement), including any liability for Taxes.

“Lien” has the meaning set forth in Section 4.2(d).

“Merger” has the meaning set forth in the Recitals.

“Merger Consideration” means $0.46, in cash.

“Merger Sub” has the meaning set forth in the Preamble.

“No-Shop Period Start Date” has the meaning set forth in Section 6.3(b).

“Option Consideration” has the meaning set forth in Section 3.2.

“Order” means, with respect to any Person, any order, injunction, judgment, decree, writ, ruling, determination, award or settlement (whether civil, criminal or administrative) enacted, adopted, promulgated or applied by a Governmental Entity or arbitrator that is binding upon or applicable to such Person or its property.

“Parent” has the meaning set forth in the Preamble.

“Parent Disclosure Schedule” means the disclosure schedule, delivered by Parent to the Company immediately prior to the execution of this Agreement, with section numbers corresponding to the section numbers in this Agreement, provided that any information disclosed in the Parent Disclosure Schedule with respect to one representation or warranty shall also be deemed to be disclosed with respect to each other representation or warranty to the extent it is readily apparent from the text of such disclosure that such disclosure applies to or qualifies such other representation or warranty; provided, however, that disclosure of any information or document in the Parent Disclosure Schedule shall not be a statement or admission that it is material or required to be disclosed.

“Parent Expense Reimbursement” means actual, reasonable fees and expenses of the Parent (including, without limitation, expenses payable to all banks, investment banks, Affiliated financial advisors and other financial institutions (which shall include, without limitation, fees and expenses of such banks’, firms’ and institutions’ legal counsel), and all actual, reasonable fees and expenses of counsel, accountants, financial printers, experts and consultants to the Parent and its Affiliates), whether incurred prior to, on or after the date hereof, in connection with the transactions contemplated hereby, including finance related expenses, up to a maximum aggregate amount of $175,000, payable by the Company in cash, within 7 days of receipt of invoice and supporting documentation, under the circumstances provided for herein.

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“Parent Material Adverse Effect” means any material adverse change in, or material adverse effect on, the ability of Parent or Merger Sub to consummate the Transactions, including any such change or effect that prevents, materially delays or materially impairs Parent’s or Merger Sub’s ability to consummate the Transactions.

“Parent Plans” has the meaning set forth in Section 6.4(c).

“Parent Termination Fee” has the meaning set forth in Section 8.2(c).

“Patents” means any patents and applications therefor and all reissues, divisions, renewals, extensions, provisionals, continuations and continuations-in-part thereof.

“Paying Agent” has the meaning set forth in Section 3.3(a).

“Payment Fund” has the meaning set forth in Section 3.3(a).

“Permits” has the meaning set forth in Section 4.12(a).

“Permitted Asset Liens” means (i) Liens for Taxes or assessments or other governmental charges not yet due and payable; (ii) pledges or deposits of money securing statutory obligations under workmen’s compensation, unemployment insurance, social security or public liability Laws or similar legislation; (iii) pledges or deposits of money securing bids, tenders, contracts or leases to which the Company or any of its Subsidiaries is a party as lessee made in the ordinary course of business; (iv) inchoate and unperfected landlords’, workers’, mechanics’ or similar Liens arising in the ordinary course of business, so long as such Liens attach only to equipment, fixtures or real property of the Company or any of its Subsidiaries and any such Liens which may have been filed and/or perfected but which are not overdue for a period of more than thirty (30) days or that are being contested in good faith by appropriate proceedings; (v) carriers’, warehousemen’s, suppliers’ or other similar possessory Liens arising in the ordinary course of business; (vi) zoning restrictions or recorded easements affecting the use of any real property or other minor irregularities in title (including leasehold title) affecting any real property, so long as the same do not materially impair the use of such real property as it is presently being used in the operation of the business of the Company and its Subsidiaries; or (vii) any Liens created by this Agreement or Liens arising from the actions of Parent or its Affiliates.

“Permitted Equity Liens” means any Liens created by this Agreement, Liens arising from the actions of Parent or its Affiliates or Liens arising under applicable securities Laws.

“Person” means any natural person or any corporation, partnership, limited liability company, joint venture, joint-stock company, association, trust or other entity or organization, including any Governmental Entity or any political subdivision, agency or instrumentality thereof.

“Proxy Statement” has the meaning set forth in Section 2.3(b).

“Qualifying Proposal” means any bona fide Acquisition Proposal; provided, however, that for purposes of this definition the references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%”.

“Registered Intellectual Property” means all Intellectual Property that is the subject of an application, certificate, filing, registration or other document issued, filed with, or recorded by any government or other legal authority.

“Representatives” has the meaning set forth in Section 6.2.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated thereunder.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

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“Securities Exchange Rules” means the rules and regulations, including listing standards, of the NYSE Amex or other United States national securities exchange registered under the Exchange Act on which the applicable common stock is then traded, if any.

“Shares” has the meaning set forth in the Recitals.

“Special Meeting” has the meaning set forth in Section 2.3(a).

“Specified Contract” has the meaning set forth in Section 4.8(a).

“Stockholder Escrow Agreement” means that certain Stockholder Escrow Agreement, dated February 12, 2008, by and among Clark Holdings Inc. (at the time know as Global Logistics Acquisition Corporation), the parties listed under stockholders on the signature page thereto and The Bank of New York.

“Subsidiary” means, as to any Person, any corporation, partnership, limited liability company, association, trust or other entity or organization (whether or not disregarded under Treasury Regulation section 301.7701-3 for United States federal tax purposes) (i) of which such Person directly or indirectly owns securities or other equity interests representing more than fifty percent (50%) of the aggregate voting power or (ii) of which such Person possesses more than fifty percent (50%) of the right to elect directors or Persons holding similar positions.

“Superior Proposal” means a bona fide proposal or offer constituting a Qualifying Proposal that, if consummated, would result in the Person making such proposal or offer acquiring, directly or indirectly, more than 50% of the Company’s outstanding equity securities (or more than 50% of the outstanding equity securities of the surviving entity in a merger of the Company or the direct or indirect parent of the surviving entity in such a merger), or more than 50% of the assets of the Company and its Subsidiaries, taken as a whole, which the Company Board determines in good faith (after consultation with its outside counsel and financial advisor) to be (i) more favorable to the stockholders of the Company from a financial point of view than the Merger, taking into account all relevant factors (including all terms and conditions of such proposal and this Agreement (including any changes to the terms of this Agreement proposed by Parent in response to such offer or otherwise)) and (ii) no less certain of completion than the Merger, taking into account the financial wherewithal of the Person making such proposal, the sources and type of consideration, the timing to completion, and all other financial, legal, regulatory and other aspects of such proposal.

“Surviving Company” has the meaning set forth in Section 2.1(a).

“Tax” or “Taxes” means (i) any and all federal, state, local, or foreign taxes, charges, fees, imposts, levies or other assessments, including all net income, gross receipts, environmental, windfall profits, capital, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, property, estimated taxes, custom, duties, fees, assessments and charges of any kind whatsoever, including any liability under any state abandonment or unclaimed property, escheat or similar Law, together with all interest, penalties, fines, additions to tax or additional amounts imposed thereon by any Taxing Authority, whether disputed or not; (ii) any Liability for the payment of any amounts of any of the foregoing as a result of being a member of an affiliated, consolidated, combined or unitary group or being a party to any agreement or arrangement whereby liability for payment of such amounts was determined or taken into account with reference to the liability of any other Person; and (iii) any Liability in respect of any of the items described in clauses (i) or (ii) payable by reason of contract, assumption, transferee liability, operation of law, or otherwise.

“Taxing Authority” means the IRS and any other Governmental Entity having jurisdiction over the assessment, determination, collection or imposition of any Tax.

“Tax Returns” means all federal, state, local and foreign tax returns, declarations, statements, reports, schedules, forms and information returns and any amendments thereto relating to Taxes.

“Termination Fee” has the meaning set forth in Section 8.2(b).

“Trademarks” means all trade names, logos, common law trademarks and service marks, trademark and service mark registrations and applications therefor.

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“Transactions” has the meaning set forth in the Recitals.

“United States” means the United States of America.

“Voting Agreement” has the meaning set forth in the Recitals.

Section 1.2.  Other Definitional Provisions; Interpretation.  The words “hereof,” “herein” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and references to articles, sections, paragraphs, exhibits and schedules are to the articles, sections and paragraphs of, and exhibits and schedules to, this Agreement, unless otherwise specified. Whenever “include,” “includes” or “including” is used in this Agreement, such word shall be deemed to be followed by the phrase “without limitation.”

Words describing the singular number shall be deemed to include the plural and vice versa, words denoting any gender shall be deemed to include all genders and words denoting natural persons shall be deemed to include business entities and vice versa.

Terms defined in the text of this Agreement as having a particular meaning have such meaning throughout this Agreement, except as otherwise indicated in this Agreement.

ARTICLE II.
THE MERGER

Section 2.1.  The Merger.

(a)  Upon the terms and subject to the conditions of this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Company”). The Merger shall have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Company, and all of the debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Company.

(b)  At the Effective Time, the Company Charter shall, by virtue of the Merger, be amended 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 Surviving Company shall be “Clark Holdings, Inc.” and the registered agent of the Company shall be the registered agent of the Surviving Company, and as so amended shall be the certificate of incorporation of the Surviving Company, until thereafter amended as provided therein or by applicable Law. The bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Company, except that the name of the Surviving Company shall be “Clark Holdings, Inc.”, until thereafter amended as provided therein or by applicable Law.

(c)  The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Company, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Company until their respective successors shall have been duly elected or appointed and qualified, or until their earlier death, resignation or removal. The officers of the Company immediately prior to the Effective Time shall continue as officers of the Surviving Company, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Company until their respective successors shall have been duly elected or appointed and qualified, or until their earlier death, resignation or removal, except as set forth in Section 2.1(c) of the Company Disclosure Schedule.

(d)  If at any time after the Effective Time the Surviving Company shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Company its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Company as a result of, or in connection with, the Transactions, then the executive officers and directors of the Surviving Company shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name

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and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Company or otherwise to carry out this Agreement.

Section 2.2.  Closing and Effective Time of the Merger.  The closing of the Merger (the “Closing”) shall take place at the offices of Graubard Miller, The Chrysler Building, 405 Lexington Avenue, 19^th Floor, New York, New York 10174, at 10:00 a.m. (Eastern time) on the second (2^nd) Business Day after satisfaction or waiver of all of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of all conditions at the Closing); provided, however, that if any condition is not satisfied or waived as of such second (2^nd) Business Day, the Closing shall be rescheduled to the next Business Day upon which all of the conditions are so satisfied or waived, or such other place and time or such other date as Parent and the Company may mutually determine in writing (the date on which the Closing actually occurs is referred to as the “Closing Date”). On the Closing Date, Parent, Merger Sub and the Company shall cause an appropriate certificate of merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such later date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time.”

Section 2.3.  Meeting of Stockholders to Approve the Merger; Preparation of the Proxy Statement.

(a)  The Company shall, in accordance with applicable Law, the Company Charter, the Company Bylaws and any applicable Securities Exchange Rules, duly convene and hold a special meeting of the Company’s stockholders (including any adjournment or postponement thereof, the “Special Meeting”) as promptly as reasonably practicable after the Company has caused the Proxy Statement to be mailed to the Company’s stockholders, for the purpose of obtaining the Company Stockholder Approval. The Company shall solicit all proxies for the Special Meeting in compliance with all applicable Laws. Subject to Section 6.3(d), the Company shall include the Company Board Recommendation in the Proxy Statement and use reasonable best efforts to solicit from its stockholders entitled to vote thereon proxies to be voted at the Special Meeting sufficient under applicable Law to constitute the Company Stockholder Approval.

(b)  In accordance with applicable Law, the Company Charter and the Company Bylaws, as promptly as reasonably practicable after the date hereof, and no later than ten (10) Business Days after the execution of this Agreement (provided information regarding the Parent required to be disclosed on Schedule 14A is provided in writing before that deadline), the Company shall prepare and file with the SEC in preliminary form a proxy statement relating to this Agreement, the Merger and the other Transactions (such proxy statement, as amended or supplemented, the “Proxy Statement”), and furnish to the Company’s stockholders the information required to be provided to such stockholders pursuant to the DGCL and the Exchange Act. The Company shall use reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after clearing comments received from the SEC, if any; provided, however, that the Company shall not be required to cause the Proxy Statement to be mailed to the Company’s stockholders prior to the 23^rd day after the date hereof. The Company shall supply all information for inclusion or incorporation by reference in the Proxy Statement necessary so that, at the date it is first mailed to the Company’s stockholders, at the time of any amendment or supplement thereof, and at the time of the Special Meeting, the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Parent shall ensure that, at the time the Proxy Statement is filed with the SEC or mailed to the Company’s stockholders or at the time of the Special Meeting, or at the time of any amendment or supplement thereof, the information contained in the Proxy Statement and furnished to the Company by or on behalf of the Parent (as indicated to the Company in writing) shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company shall use reasonable best efforts to ensure that the Proxy Statement complies as to form with the requirements of the Exchange Act. The Company shall notify Parent

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promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Proxy Statement. Whenever the Company becomes aware of any event that is required to be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly inform Parent of such occurrence and file with the SEC or its staff, and mail to stockholders of the Company, such amendment or supplement, as and to the extent required by applicable Law. The Company shall cooperate and provide Parent (and its counsel) with a reasonable opportunity to review and comment on the Proxy Statement and any amendment or supplement to the Proxy Statement prior to filing such with the SEC, and will provide Parent with a copy of all such filings made with the SEC.

(c)  If at any time prior to the Special Meeting any information relating to Parent or the Company, or any of their respective Subsidiaries, executive officers or directors, should become known to Parent or the Company which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and the Company shall promptly file an amendment or supplement describing such information with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the stockholders of the Company. The information filed in regard to Parent in any amendment or supplement shall only be that furnished by or on behalf of Parent to the Company in writing specifically for inclusion in the Proxy Statement or any amendment thereto.

(d)  At the Special Meeting, Parent shall vote, or cause to be voted, any Shares then owned of record by Parent or Merger Sub or with respect to which Parent or Merger Sub otherwise has, directly or indirectly, voting power, in favor of the adoption of this Agreement and approval of the Transactions including the Merger.