PACR Pacer International, Inc. (MM)

Pacer International, Inc. 1999 Stock Option Plan

Pacer International, Inc. 2002 Stock Option Plan

(Full Titles of the Plans)

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.

DEREGISTRATION OF SECURITIES

On July 1, 2002, Pacer International, Inc. (the “Registrant”) filed with the Securities and Exchange Commission a registration statement on Form S-8, Registration No. 333-91698 (the “Registration Statement”), for the registration of 2,535,334 shares of common stock, par value $0.01 per share (the “Common Stock”), under the Pacer International, Inc. 1999 Stock Option Plan and 500,000 shares of Common Stock under the Pacer International, Inc. 2002 Stock Option 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. 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.