Item 1.01 Entry into a Material Definitive Agreement.
The first two paragraphs of Item 1.01 of the Form 8-K is hereby replaced with the following:
On June 1, 2005, Logistical Support, Inc. (the "Company"), Hill Aerospace and Defense, LLC ("HAD"), Logistical Support, LLC ("LS"), on the one hand, and Harry Lebovitz, Hill Industries, Inc. ("Hill Inc."), and Hill Industries, LLC ("Hill LLC"), on the other hand, entered into a Separation Agreement. Hill Inc. and Hill LLC are entities owned and controlled by Mr. Lebovitz. Pursuant to the terms of the Separation Agreement, Mr. Lebovitz resigned from the Board of Directors of the Company effective immediately, and Mr. Lebovitz resigned from any and all management and other employment positions that he held with HAD, LS and the Company effective July 1, 2005 ("Employment Resignation"). The Company accepted Mr. Lebovitz's Employment Resignation, and Mr. Lebovitz acknowledged and agreed that his Employment Resignation would be effective on July 1, 2005 without any further action of the Company or Mr. Lebovitz, and that he terminates his employment with HAD, LS and the Company as of such effective date.
In addition, the Company and Mr. Lebovitz agreed that the Company would purchase from Mr. Lebovitz, and/or Hill Inc. and/or Hill LLC (at the discretion of the Company) shares of common stock of the Company owned by such parties at a price per share of $0.25 (the "Purchase Price"). The Company agreed to purchase $25,000 per month of common stock at the Purchase Price for a period of twelve months commencing on June 15, 2005 (the "Purchase Period"). Under the terms of the Separation Agreement, the aggregate purchases during the Purchase Period shall not exceed $300,000, resulting in the Company acquiring 1,200,000 shares of common stock under the Separation Agreement. Under certain conditions as set forth in the Separation Agreement, the Company may cease such purchases and would have no obligation to resume them.
