8-K

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

July 21, 2014

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 July 21, 2014, we announced our acquisition of ISI Acquisition Corp. (which wholly owns Integrated Services, Inc. and ISI Logistics Inc.) and ISI Logistics South, Inc. (collectively, “ISI”) for a total purchase price of $13 million. ISI is a regional logistics provider focused on the warehousing and transportation needs of its customers, primarily in the automotive industry, and is based in Kokomo, Indiana. The acquisition was financed with borrowings under our fifth amended and restated credit agreement described in Item 2.03 of our Current Report on Form 8‑K filed with the Securities and Exchange Commission on July 14, 2014. A copy of the press release announcing this event is attached as Exhibit 99.1 and is hereby incorporated by reference into this Item 8.01.

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 July 21, 2014 entitled “Roadrunner Transportation Systems Announces Acquisition of Integrated Services”

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: July 21, 2014	By:	/s/ Peter R. Armbruster
		Peter R. Armbruster
		Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release, dated July 21, 2014 entitled “Roadrunner Transportation Systems Announces Acquisition of Integrated Services”

EX-99.1

FOR IMMEDIATE RELEASE

ROADRUNNER TRANSPORTATION SYSTEMS ANNOUNCES

ACQUISITION OF INTEGRATED SERVICES

Cudahy, WI - July 21, 2014- Roadrunner Transportation Systems, Inc. (NYSE: RRTS), announced today that it has acquired Integrated Services, ISI Logistics and ISI Logistics South (collectively, “Integrated Services” or “ISI”). ISI is a regional logistics provider focused on the warehousing and transportation needs of its customers, primarily the automotive industry, and is based in Kokomo, Indiana. The total purchase price was $13 million, and was financed with borrowings under Roadrunner’s credit facility.

Pat McKay, President of Roadrunner Truckload Logistics, said, “In addition to adding capability to service customers in the Midwest, ISI brings a strong reputation for quality. ISI’s team, led by Mike Taylor, has done an excellent job building relationships with its customers through high service levels and creative solutions. We look forward to working with ISI’s team as we collectively pursue the growth opportunities available to the business.”

In 2013, Integrated Services generated revenues of approximately $21 million. Integrated Services is expected to be accretive to Roadrunner’s earnings in 2014.

About Roadrunner Transportation Systems, Inc.

Roadrunner is a leading asset-light transportation and logistics service provider offering a full suite of solutions, including customized and expedited less-than-truckload, truckload logistics, transportation management solutions, intermodal solutions, freight consolidation, inventory management, expedited services, international freight forwarding, customs brokerage, and comprehensive global supply chain solutions. For more information, please visit Roadrunner’s website, www.rrts.com.

Safe Harbor Statement

This release contains forward-looking statements that relate to future events or performance, including statements regarding Integrated Services adding capability to service customers in the Midwest and bringing a strong reputation for quality, the growth opportunities offered by the acquisition of Integrated Services, and Roadrunner’s expectation that Integrated Services will be accretive to Roadrunner’s earnings in 2014. These statements reflect Roadrunner's current expectations, and Roadrunner does not undertake to update or revise these forward-looking statements, even if experience or future changes make it clear that any projected results expressed or implied in this or other company statements will not be realized. Furthermore, readers are cautioned that these statements involve risks and uncertainties, many of which are beyond Roadrunner's control, which could cause actual results to differ materially from the forward-looking statements. These risks and uncertainties include, but are not limited to, risks related to the integration of acquired companies, competition in the transportation industry, the impact of the current economic environment, Roadrunner's dependence upon purchased power, the unpredictability of and potential fluctuation in the price and availability of fuel, the effects of governmental and environmental regulations, insurance in excess of prior experience levels, and other "Risk Factors" set forth in Roadrunner's most recent SEC filings.

Contact

Roadrunner Transportation Systems, Inc.

Peter Armbruster,

Chief Financial Officer

414-615-1648

Vollrath Associates, Inc.

Marilyn Vollrath

414-221-0210

ir@rrts.com

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