0001193125-14-125107.txt : 20140401 0001193125-14-125107.hdr.sgml : 20140401 20140401084752 ACCESSION NUMBER: 0001193125-14-125107 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140401 DATE AS OF CHANGE: 20140401 EFFECTIVENESS DATE: 20140401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PACER INTERNATIONAL INC CENTRAL INDEX KEY: 0001091735 STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731] IRS NUMBER: 620935669 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-142766 FILM NUMBER: 14732373 BUSINESS ADDRESS: STREET 1: 6805 PERIMETER DR CITY: DUBLIN STATE: OH ZIP: 43016 BUSINESS PHONE: 6149231400 MAIL ADDRESS: STREET 1: 6805 PERIMETER DR CITY: DUBLIN STATE: OH ZIP: 43016 S-8 POS 1 d704935ds8pos.htm S-8 POS S-8 POS

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

PACER INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Tennessee   Five Greenwich Office Park   69-0935669

(State or Other Jurisdiction of

Incorporation or Organization)

  

Greenwich, CT 06831

(Address of Principal Executive Offices)

  

(I.R.S. Employer

Identification Number)

Pacer International, Inc. 2006 Long Term Incentive Plan

(Full Title of the Plan)

Gordon E. Devens

Senior Vice President, General Counsel and Secretary

XPO Logistics, Inc.

Five Greenwich Office Park

Greenwich, CT 06831

(Name and Address of agent for service)

(855) 976-4636

(Telephone Number, including Area Code, of agent for service)

 

 

Copy To:

Adam O. Emmerich

David K. Lam

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, NY 10019

(212) 403-1000

 

 

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.

 

Large accelerated filer   ¨    Accelerated filer   x
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

 

DEREGISTRATION OF SECURITIES

On May 9, 2007, Pacer International, Inc. (the “Registrant”) filed with the Securities and Exchange Commission a registration statement on Form S-8, Registration No. 333-142766 (the “Registration Statement”), for the registration of 2,500,000 shares of common stock, par value $0.01 per share under the Pacer International, Inc. 2006 Long Term Incentive Plan.

On March 31, 2014, pursuant to the terms of the Agreement and Plan of Merger, dated as of January 5, 2014 (the “Merger Agreement”), by and among the Registrant, XPO Logistics, Inc., and Acquisition Sub, Inc. (“Merger Sub”), Merger Sub merged with and into the Registrant (the “Merger”), with the Registrant surviving the Merger. As a result of the Merger, the offering pursuant to the Registration Statement has been terminated. This Post-Effective Amendment to the Registration Statement is being filed solely for the purpose of deregistering any and all securities registered under the Registration Statement that remain unsold.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1 to Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in Greenwich, Connecticut, on April 1, 2014.

 

PACER INTERNATIONAL, INC.

By:

  

/s/ Gordon E. Devens

  Name: Gordon E. Devens
  Title: Assistant Secretary

No other person is required to sign this Post-Effective Amendment to the Registration Statement in reliance upon Rule 478 of the Securities Act.