RRTS 13-01-02 - 8-K Overallotment
 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
January 2, 2013
Date of report (Date of earliest event reported)
 
 
ROADRUNNER TRANSPORTATION SYSTEMS, INC.
(Exact Name of Registrant as Specified in Charter)
 
 
 
 
 
 
DELAWARE
 
001-34734
 
20-2454942
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS 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)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 



Item 8.01.
Other Events.
 
 
 
 
 
On January 2, 2013, the underwriters for the Company's recently announced public offering of common stock exercised in full their over-allotment option to purchase an additional 525,000 shares of common stock at a price of $17.25 per share to the public. The closing of the sale of the additional shares occurred on January 4, 2013, resulting in additional net proceeds to the Company of approximately $8.5 million after deducting the underwriting discount and estimated expenses, bringing the total net proceeds to the Company from the offering to approximately $63.4 million.
 
 
 
 
 
We issued a press release announcing the exercise of the over-allotment option on January 2, 2013, a copy of which is filed as Exhibit 99.1.
 
 
 
Item 9.01.
Financial Statements and Exhibits.
 
 
 
 
(a)
Financial Statements of Business Acquired.
 
 
Not applicable.
 
(b)
Pro Forma Financial Information.
 
 
Not applicable.
 
(c)
Shell Company Transactions.
 
 
Not applicable.
 
(d)
Exhibits.
Exhibit
 
Number
 
 
 
 
99.1
 
Press Release dated January 2, 2013 entitled "Roadrunner Transportation Systems Announces Exercise of Over-Allotment Option"




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 hereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
ROADRUNNER TRANSPORTATION SYSTEMS, INC.
 
 
 
 
 
 
 
Date: January 4, 2013
 
 
 
By:
/s/ Peter R. Armbruster
 
 
 
 
 
Peter R. Armbruster
 
 
 
 
 
Chief Financial Officer







EXHIBIT INDEX
 
 
 
Exhibit
 
Number
Description
 
 
 
99.1
 
Press Release dated January 2, 2013 entitled "Roadrunner Transportation Systems Announces Exercise of Over-Allotment Option"