UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
(Amendment No. 2)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 24, 2012
XPO Logistics, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-32172 | | 03-0450326 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
Five Greenwich Office Park
Greenwich, CT 06831
(Address of principal executive offices)
(855) 976-4636
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
This Amendment No. 2 to Form 8-K amends our Form 8-K dated October 24, 2012, originally filed with the Securities and Exchange Commission (“SEC”) on October 29, 2012 (the “Original Report”), as amended on Form 8-K/A, filed with the SEC on January 4, 2013. We filed the Original Report to report our acquisition of the freight brokerage operations of Turbo Logistics, Inc. and Turbo Dedicated, Inc.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired.
The combined balance sheets of Turbo Logistics, Inc. and Turbo Dedicated, Inc. as of September 30, 2012 and December 30, 2011, the related combined statements of operations and cash flows for the nine months ended September 30, 2012 and 2011 and the combined statement of parent company (deficit) equity for the nine months ended September 30, 2012 required by this Item 9.01(a) are attached hereto as Exhibit 99.1 and are incorporated herein by reference.
(d) Exhibits.
| | |
Exhibit Number | | |
| |
| 23.1 | | Consent of Ernst & Young LLP, independent accountants |
| |
| 23.2 | | Acknowledgement of Ernst & Young LLP, independent accountants |
| |
| 99.1 | | Financial Statements of Businesses Acquired |
| |
| | (i) Report of Independent Accountants |
| |
| | (ii) The combined balance sheets of Turbo Logistics, Inc. and Turbo Dedicated, Inc. as of September 30, 2012 and December 30, 2011, the related combined statements of operations and cash flows for the nine months ended September 30, 2012 and 2011 and the combined statement of parent company (deficit) equity for the nine months ended September 30, 2012. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
| XPO Logistics, Inc. |
|
/s/ John J. Hardig |
| John J. Hardig |
| Chief Financial Officer |
Date: September 20, 2013
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EXHIBIT INDEX
| | |
Exhibit Number | | Description |
| |
| 23.1 | | Consent of Ernst & Young LLP, independent accountants |
| |
| 23.2 | | Acknowledgement of Ernst & Young LLP, independent accountants |
| |
| 99.1 | | Financial Statements of Businesses Acquired |
| |
| | (i) Report of Independent Accountants |
| |
| | (ii) The combined balance sheets of Turbo Logistics, Inc. and Turbo Dedicated, Inc. as of September 30, 2012 and December 30, 2011, the related combined statements of operations and cash flows for the nine months ended September 30, 2012 and 2011 and the combined statement of parent company (deficit) equity for the nine months ended September 30, 2012. |
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