PACER INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
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Tennessee
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Five Greenwich Office Park
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69-0935669
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(State or Other Jurisdiction of
Incorporation or Organization)
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Greenwich, CT 06831
(Address of Principal Executive Offices)
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(I.R.S. Employer
Identification Number)
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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.
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Large accelerated filer
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Accelerated filer
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x
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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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.
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PACER INTERNATIONAL, INC.
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By:
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/s/ Gordon E. Devens
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Name: Gordon E. Devens
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Title: Assistant Secretary
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No other person is required to sign this Post-Effective Amendment to the Registration Statement in reliance upon Rule
478 of the Securities Act.
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