UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No. 1
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2011
Commission file number: 001-34734
ROADRUNNER TRANSPORTATION SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 20-2454942 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
4900 S. PENNSYLVANIA AVE.
CUDAHY, WISCONSIN 53110
(Address of principal executive offices) (Zip code)
(414) 615-1500
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
Number of shares of common stock, $0.01 par value, of registrant outstanding at November 09, 2011: 30,705,050.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A (this “Amendment No. 1”) amends the quarterly report on Form 10-Q of Roadrunner Transportation Systems, Inc. (the “Company”) for the quarterly period ended September 30, 2011 (the “Original Report”), filed with the Securities and Exchange Commission on November 14, 2011. This Amendment No. 1 is being filed to include Item 2 of Part II of Form 10-Q to provide information concerning equity securities of the Company sold by the Company during the quarterly period ended September 30, 2011 that were not registered under the Securities Act of 1933.
Other than the foregoing and the recently-dated certifications of the Company, as required by Rule 12b-15 under the Securities Exchange Act of 1934, no other changes have been made to the Company’s Original Report. This Amendment No. 1 continues to speak as of the period ending date in the Original Report of the Form 10-Q and does not reflect events occurring after the filing of the Original Report.
PART II—OTHER INFORMATION
| ITEM 2. | UNREGSTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. |
On August 31, 2011, upon the closing of our acquisition of Prime Logistics Corporation (referred to as Prime), we issued 208,913 shares of our common stock to one of the former stockholders of Prime as partial consideration ($3.0 million) for the acquisition of Prime. We issued the shares of common stock in reliance upon Section 4(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving a public offering.
| ITEM 6. | EXHIBITS. |
| 10.10 | Second Amended and Restated Credit Agreement, dated August 31, 2011, among the Registrant, U.S. Bank National Association, a national banking association, and the Lenders (as defined therein) (1) | |||
| 10.11 | Agreement and Plan of Merger, dated August 23, 2011, among Registrant, Prime Acquisition Corp., Prime Logistics Corp., and the Owners named therein (2) | |||
| 10.12 | Amended Advisory Agreement, by and between the Registrant and Thayer | Hidden Creek Management, L.P. (3) | |||
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer | |||
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer | |||
| 32.1 | Section 1350 Certification of Chief Executive Officer | |||
| 32.2 | Section 1350 Certification of Chief Financial Officer | |||
| 101.INS | * | XBRL Instance Document | ||
| 101.SCH | * | XBRL Taxonomy Extension Schema Document | ||
| 101.CAL | * | XBRL Taxonomy Extension Calculation Linkbase Document | ||
| 101.LAB | * | XBRL Taxonomy Extension Label Linkbase Document | ||
| 101.PRE | * | XBRL Taxonomy Extension Presentation Linkbase Document | ||
| * | Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. |
| (1) | Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 6, 2011. |
| (2) | Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 26, 2011. |
| (3) | Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on November 9, 2011. |
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.
| Roadrunner Transportation Systems, Inc. | ||||||
| Date: March 14, 2012 | By: | /s/ Mark A. DiBlasi | ||||
| Name: | Mark A. DiBlasi | |||||
| Title: | President and Chief Executive Officer | |||||
| Date: March 14, 2012 | By: | /s/ Peter R. Armbruster | ||||
| Name: | Peter R. Armbruster | |||||
| Title: | Vice President – Finance, Chief Financial Officer, | |||||
| Secretary, and Treasurer | ||||||