Attached files

file filename
EX-99.1 - EX-99.1 - XPO Logistics, Inc.d592774dex991.htm
EX-23.1 - EXHIBIT 23.1 - XPO Logistics, Inc.d592774dex231.htm
EX-23.2 - EXHIBIT 23.2 - XPO Logistics, Inc.d592774dex232.htm

 

 

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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