As filed
with the Securities and Exchange Commission on July 19, 2010
Registration
No. 333-_____
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
ROADRUNNER
TRANSPORTATION SYSTEMS, INC.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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20-2454942
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(State or other jurisdiction
of incorporation or
organization)
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(I.R.S. Employer
Identification Number)
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4900
S. Pennsylvania Avenue
Cudahy,
Wisconsin 53110
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(Address
of Principal Executive Offices)(Zip Code)
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Roadrunner
Transportation Systems, Inc.
2010
Incentive Compensation Plan
Roadrunner
Transportation Systems, Inc.
Key
Employee Equity Plan
Group
Transportation Services Holdings, Inc.
Key
Employee Equity Plan
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(Full
title of the plan)
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Peter
R. Armbruster
Vice
President and Chief Financial Officer
4900
S. Pennsylvania Avenue
Cudahy,
Wisconsin 53110
(414)
615-1500
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(Name,
address, and telephone number, including area code, of agent for
service)
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Copies
to:
Bruce
E. Macdonough, Esq.
Brandon
Lombardi, Esq.
Greenberg
Traurig, LLP
2375
E. Camelback Road, Suite 700
Phoenix,
Arizona 85016
(602)
445-8000
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. (Check one):
Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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x
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Smaller reporting company
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o
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(Do
not check if a smaller reporting company)
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CALCULATION OF REGISTRATION
FEE
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Title of Securities To Be
Registered
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Amount To Be
Registered
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Proposed Maximum
Offering
Price Per Share
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Proposed Maximum
Aggregate Offering Price
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Amount of
Registration Fee
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Common
Stock, par value $0.01
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2,500,000
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(1)(2)
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$
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14.14
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(3)
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$
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35,350,000.00
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$
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2,520.46
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Common
Stock, par value $0.01
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1,534,855
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(4)(2)
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$
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11.40
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(4)
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$
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17,497,347.00
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$
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1,247.56
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Common
Stock, par value $0.01
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509,823
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(5)(2)
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$
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9.78
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(5)
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$
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4,986,068.94
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$
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355.51
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Totals
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4,544,678
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N/A
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$
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57,833,415.94
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$
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4,123.53
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(1)
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Represents
shares of common stock, par value $0.01 (the “
Common Stock
”) of
Roadrunner Transportation Systems, Inc. (the “
Registrant
”) issuable
under the Roadrunner Transportation Systems, Inc. 2010 Incentive
Compensation Plan (the “
2010 Compensation
Plan
”).
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(2)
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Pursuant
to Rule 416 promulgated under the Securities Act of 1933, as amended (the
“
Securities Act
”),
this Registration Statement shall also cover any additional shares of
Common Stock that may become issuable by reason of any stock dividend,
stock split, recapitalization, or any other similar transaction that
results in an increase in the number of outstanding shares of Common
Stock.
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(3)
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The
offering price per share was estimated on the basis of the average of the
high and low sale prices per share of Common Stock as reported on the New
York Stock Exchange on July 16, 2010 in accordance with Rules 457(c) and
457(h) promulgated under the Securities
Act.
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(4)
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Represents
shares of Common Stock issuable pursuant to stock options granted under
the Roadrunner Transportation Systems, Inc. Key Employee Equity Plan
(formerly the Roadrunner Dawes, Inc. Key Employee Equity
Plan). The offering price per share was computed in accordance
with Rule 457(h) promulgated under the Securities Act and represents the
weighted average exercise price per share of outstanding options to
purchase 1,534,855 shares of Common
Stock.
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(5)
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Represents
shares of Common Stock issuable pursuant to stock options assumed by the
Registrant in connection with the merger of a wholly owned subsidiary of
the Registrant with and into Group Transportation Services Holdings, Inc.,
effective May 18, 2010 (the “
Merger
”). Pursuant
to the terms of the Merger, all options granted pursuant to the Group
Transportation Services Holdings, Inc. Key Employee Equity Plan
outstanding at the effective time of the Merger became options to purchase
shares of Common Stock. The offering price per share was
computed in accordance with Rule 457(h) promulgated under the Securities
Act and represents the weighted average exercise price per share of
outstanding options to purchase 509,823 shares of Common
Stock.
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PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1.
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Plan
Information.
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The
documents containing the information specified in this Item 1 will be sent or
given to participants as specified by Rule 428(b)(1) under the Securities Act.
In accordance with the rules and regulations of the Securities and Exchange
Commission (the “Commission”) and the instructions to Form S-8, such documents
are not being filed with the Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act.
Item 2.
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Registrant
Information and Employee Plan Annual
Information.
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The
documents containing the information specified in this Item 2 will be sent or
given to participants as specified by Rule 428(b)(1) under the Securities
Act. In accordance with the rules and regulations of the Commission
and the instructions to Form S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 under the Securities
Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
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Incorporation
of Documents by Reference.
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Roadrunner
Transportation Systems, Inc. (the “Registrant”) hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Commission:
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(a)
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The
Registrant’s Prospectus filed with the Commission pursuant to Rule 424(b)
of the Securities Act, relating to the Registration Statement on Form S-1
(File No. 333-152504);
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(b)
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The
Registrant’s Quarterly Report on Form 10-Q for the period ended March 31,
2010, filed with the Commission on June 24, 2010 pursuant to Section 13 of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act");
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(c)
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Each
of the Registrant’s Current Reports on Form 8-K filed with the Commission
on May 20, 2010, June 4, 2010, and June 15, 2010, in each case only to the
extent filed and not furnished; and
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(d)
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The
description of the Registrant’s Common Stock contained in the Registrant’s
Registration Statement on Form 8-A (File No. 001-34734), filed with the
Commission on May 5, 2010 and declared effective on May 12, 2010,
including any amendment or report filed for the purpose of updating such
description.
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In
addition, all documents filed with the Commission pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicate that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Any
statement contained in a document incorporated or deemed to be incorporated by
reference in this Registration Statement shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in this Registration Statement, or in any subsequently filed
document which also is or is deemed to be incorporated by reference in this
Registration Statement, modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 4.
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Description
of Securities.
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Not applicable.
Item 5.
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Interests
of Named Experts and Counsel.
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Not applicable.
Item 6.
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Indemnification
of Directors and Officers.
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The
Registrant’s certificate of incorporation and bylaws provide, in general, that
it will indemnify, to the fullest extent permitted by the Delaware General
Corporation Law (“DGCL”), each person who is or was a director or officer of the
Registrant.
Section
145(a) of the DGCL provides, in general, that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative (other than an action by or in the
right of the corporation), because he or she is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against
expenses (including attorneys’ fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by the person in connection with
such action, suit, or proceeding, if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was
unlawful.
Section
145(b) of the DGCL provides, in general, that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor because the person is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise,
against expenses (including attorneys’ fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or suit
if he or she acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the corporation, except that no
indemnification shall be made with respect to any claim, issue, or matter as to
which he or she shall have been adjudged to be liable to the corporation unless
and only to the extent that the Court of Chancery or other adjudicating court
determines that, despite the adjudication of liability but in view of all of the
circumstances of the case, he or she is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or other adjudicating
court shall deem proper.
Section
145 further provides that to the extent a director or officer has been
successful on the merits or otherwise in the defense of any action, suit, or
proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue, or matter therein, he or she shall be indemnified against expenses
(including attorneys’ fees) actually and reasonably incurred by him or her in
connection therewith and that indemnification and advancement of expenses
provided by or granted pursuant to Section 145 shall not be deemed exclusive of
any other rights to which the indemnified party may be entitled.
The
foregoing is only a general summary of certain aspects of Delaware law and the
Registrant’s certificate of incorporation and bylaws dealing with
indemnification of directors and officers, and does not purport to be
complete. It is qualified in its entirety by reference to the
detailed provisions of Section 145 of the DGCL and the Registrant’s certificate
of incorporation and bylaws.
The
Registrant maintains a general liability insurance policy which covers certain
liabilities of directors and officers of the Registrant arising out of claims
based on acts or omissions in their capacities as directors or officers, whether
or not the Registrant would have the power to indemnify such person against such
liability under the DGCL or the provisions of the Registrant’s certificate of
incorporation or bylaws.
The
Registrant has entered into indemnification agreements with its directors and
executive officers to give its directors and executive officers additional
contractual assurances regarding the scope of the indemnification set forth in
the Registrant’s certificate of incorporation and bylaws and to provide
additional procedural protections. The Registrant intends to enter
into a similar agreement with its future directors and executive
officers.
Item 7.
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Exemption
From Registration Claimed.
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Not Applicable.
Exhibit
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Number
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Exhibit
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5
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Opinion
of Greenberg Traurig, LLP
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23.1
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Consent
of Greenberg Traurig, LLP (included in Exhibit 5)
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23.2
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Consent
of Deloitte & Touche LLP
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24
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Power
of Attorney (included on signature page of this Registration
Statement)
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99.1
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Roadrunner
Transportation Systems, Inc. 2010 Incentive Compensation
Plan*
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99.2
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Roadrunner
Transportation Systems, Inc. Key Employee Equity Plan (formerly the
Roadrunner Dawes, Inc. Key Employee Equity Plan)
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99.3
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Group
Transportation Services Holdings, Inc. Key Employee Equity
Plan
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*
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Incorporated
by reference to Exhibit 10.14 to the Registrant’s Registration
Statement on Form S-1 (File No. 333-152504), filed with the
Commission on May 7, 2010.
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(a)
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The
undersigned Registrant hereby
undertakes:
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(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of this Registration Statement (or the most recent post-effective amendment
hereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration statement;
and
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement.
provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(b) The
undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant’s annual
report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan’s annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers, and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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 on Form S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Cudahy, State of Wisconsin, on July 19, 2010.
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ROADRUNNER
TRANSPORTATION SYSTEMS, INC.
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By:
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/s/ Peter R. Armbruster
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Peter
R. Armbruster, Vice President, Chief
Financial
Officer, Secretary, and
Treasurer
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POWER
OF ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS
, that each person whose signature appears below constitutes and
appoints Mark A. DiBlasi and Peter R. Armbruster, and each of them, as his
or her true and lawful attorney-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place,
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration
Statement and the Power of Attorney has been signed by the following persons in
the capacities and on the dates indicated:
Signature
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Position
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Date
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/s/ Mark A. DiBlasi
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President,
Chief Executive Officer, and
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July
19, 2010
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Mark
A. DiBlasi
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Director
(Principal Executive Officer)
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/s/ Peter R. Armbruster
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Vice
President, Chief Financial Officer,
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Peter
R. Armbruster
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Secretary,
and Treasurer (Principal Financial
and
Accounting Officer)
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July
19, 2010
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/s/ Scott D. Rued
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Chairman
of the Board
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July
19, 2010
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Scott
D. Rued
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/s/ Ivor J. Evans
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Director
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July
19, 2010
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Ivor
J. Evans
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/s/ James J. Forese
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Director
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July
19, 2010
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James
J. Forese
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/s/ William S. Urkiel
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Director
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July
19, 2010
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William
S. Urkiel
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/s/ Chad M. Utrup
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Director
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July
19, 2010
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Chad
M. Utrup
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/s/ Judith A. Vijums
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Vice
President and Director
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July
19, 2010
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Judith
A. Vijums
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/s/ James L. Welch
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Director
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July
19, 2010
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James
L. Welch
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EXHIBIT
INDEX
Exhibit
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Number
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Exhibit
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5
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Opinion
of Greenberg Traurig, LLP
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23.1
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Consent
of Greenberg Traurig, LLP (included in Exhibit 5)
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23.2
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Consent
of Deloitte & Touche LLP
|
24
|
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Power
of Attorney (included on signature page of this Registration
Statement)
|
99.1
|
|
Roadrunner
Transportation Systems, Inc. 2010 Incentive Compensation
Plan*
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99.2
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|
Roadrunner
Transportation Systems, Inc. Key Employee Equity Plan (formerly the
Roadrunner Dawes, Inc. Key Employee Equity Plan)
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99.3
|
|
Group
Transportation Services Holdings, Inc. Key Employee Equity
Plan
|
*
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Incorporated
by reference to Exhibit 10.14 to the Registrant’s Registration
Statement on Form S-1 (File No. 333-152504), filed with the
Commission on May 7, 2010.
|
Exhibit 5
July 19,
2010
Roadrunner
Transportation Systems, Inc.
4900 S.
Pennsylvania Avenue
Cudahy,
Wisconsin 53110
|
Re:
|
Registration
Statement on Form S-8
Roadrunner Transportation Systems,
Inc.
|
Ladies
and Gentlemen:
As
legal counsel to Roadrunner Transportation Systems, Inc., a Delaware
corporation (the “Company”), we have assisted in the preparation of the
Company’s Registration Statement on Form S-8 (the “Registration
Statement”) to be filed with the Securities and Exchange Commission on or
about July 19, 2010 in connection with the registration under the
Securities Act of 1933, as amended, of 2,500,000 shares of the Company’s
common stock, par value $0.01 per share (the “Common Stock”), issuable
pursuant to the Roadrunner Transportation Systems, Inc. 2010 Incentive
Compensation Plan (the “2010 Plan”), 1,534,855 shares of Common Stock
issuable under stock options granted pursuant to the Roadrunner
Transportation Systems, Inc. Key Employee Equity Plan (formerly the
Roadrunner Dawes, Inc. Key Employee Equity Plan) (the “Roadrunner Key
Employee Equity Plan”), and 509,823 shares of Common Stock issuable under
stock options granted pursuant to the Group Transportation Services
Holdings, Inc. Key Employee Equity Plan (the “GTS Key Employee Equity
Plan” and collectively with the Roadrunner Key Employee Equity Plan and
the 2010 Plan, the “Plans”). The shares of Common Stock
issuable pursuant to the Plans are collectively referred to as the
“Shares.” The facts, as we understand them, are set forth in
the Registration Statement.
With
respect to the opinion set forth below, we have examined originals,
certified copies, or copies otherwise identified to our satisfaction as
being true copies, only of the following:
A. The
Certificate of Amendment to Certificate of Incorporation of the Company,
filed with the Secretary of State of the State of Delaware on May 7,
2010;
B. The
Amended and Restated Certificate of Incorporation of the Company, as filed
with the Secretary of State of the State of Delaware on May 7,
2010;
C. The
Amended and Restated Bylaws of the Company;
D. Various
resolutions of the Board of Directors of the Company authorizing the
issuance of the Shares and authorizing the merger between a wholly owned
subsidiary of the Company and Group Transportation Services Holdings,
Inc.;
E. The
Certificate of Merger of GTS Transportation Logistics, Inc. into Group
Transportation Services Holdings, Inc., filed with the Secretary of State
of the State of Delaware on May 18, 2010;
F. The
Plans; and
G. The
Registration Statement.
Subject
to the assumptions that (i) the documents and signatures examined by us
are genuine and authentic, and (ii) the persons executing the documents
examined by us have the legal capacity to execute such documents, and
based solely upon our review of items A through G above, and subject
to the further limitations and qualifications set forth below, it is our
opinion that the Shares, when issued and sold in accordance with the
Plans, will be validly issued, fully paid, and nonassessable.
Greenberg
Traurig, LLP | Attorneys at Law | 2375 E. Camelback Road, Suite 700 |
Phoenix, Arizona 85016 | Tel. 602.445.8000 | Fax
602.445.8100
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|
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Roadrunner
Transportation Systems, Inc.
July 19,
2010
Page
2
We
express no opinion as the applicability or effect of any laws, orders, or
judgments of any state or other jurisdiction other than federal securities
laws and the substantive laws of the state of Delaware, including judicial
interpretations of such laws. Further, our opinion is based
solely upon existing laws, rules, and regulations, and we undertake no
obligation to advise you of any changes that may be brought to our
attention after the date hereof.
We
hereby expressly consent to any reference to our firm in the Registration
Statement, inclusion of this Opinion as an exhibit to the Registration
Statement, and to the filing of this Opinion with any other appropriate
governmental agency.
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Very
truly yours,
|
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/s/
Greenberg Traurig, LLP
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CONSENT
OF INDEPENDENT AUDITORS
We hereby
consent to the incorporation by reference in this Registration Statement on Form
S-8 pertaining to the Roadrunner Transportation Systems, Inc. 2010 Incentive
Compensation Plan, Roadrunner Transportation Systems, Inc. Key Employee Equity
Plan, and Group Transportation Services Holdings, Inc. Key Employee Equity Plan,
of our report dated March 3, 2010 (April 2, 2010 as to Note 16) (except for the
first and fifth paragraphs of Note 16, as to which the date is May 7, 2010),
with respect to the consolidated financial statements of Roadrunner
Transportation Systems, Inc., appearing in its Registration Statement No.
333-152504 and related Prospectus dated May 12, 2010, filed with the Securities
and Exchange Commission.
/s/
DELOITTE & TOUCHE LLP
Minneapolis,
Minnesota
July 19,
2010
ROADRUNNER
DAWES, INC.
KEY EMPLOYEE EQUITY
PLAN
1.
Purpose.
The
purpose of this Key Employee Equity Plan (“
Plan
”) is to
encourage ownership of the Class A Voting Common Stock, $.01 par value (“
Common Stock
”), of
Roadrunner Dawes, Inc. (the “
Company
”) by key
employees of the Company and its subsidiaries, thereby providing additional
incentives to such key employees to improve the business and operating results
of the Company and its subsidiaries and, thus, more closely align the interest
of such key employees with those of the stockholders of the
Company.
2.
Term and Effective
Date.
The Plan
shall commence on June 6, 2005 (the “
Effective Date
”) and
shall continue through June 6, 2015 (such period hereinafter referred to as the
“
Term
”).
3.
Participants.
The
persons eligible to participate in the Plan (“
Participants
”) shall
be those key employees, consultants and directors of the Company and its
subsidiaries designated by the Company's Board of Directors (the "
Board
").
4.
Stock
Acquisition.
From time
to time over the Term, the Board shall offer to Participants the opportunity to
acquire shares of Common Stock, either directly or through the grant of options,
in the amount as determined by the Board to be appropriate based on the
Participant’s level of responsibility with the Company or any of its
subsidiaries. The purchase price for shares of Common Stock, or the
exercise price of options as the case may be, offered under the Plan shall be
not less than the fair market value of the Common Stock as of the date of grant,
as determined in good faith by the Board.
5.
Administration of the
Plan.
The Plan
shall be administered by the Board. Subject to the provisions of the
Plan, the Board shall have full and conclusive authority to interpret the Plan;
to prescribe, amend and rescind rules and regulations relating to the Plan; and
to make all other determinations necessary or advisable for the proper
administration of the Plan. The Board's decisions shall be final and
binding on all Participants. The Board may delegate to any member of
the Board or any officer of the Company the administrative authority to
interpret the provisions of the Plan.
6.
Shares
Reserved.
An
aggregate of 12,690 shares of Common Stock are reserved for direct sale or grant
of options to Participants under this Plan, subject to adjustment as set forth
in Section 7 hereof.
7.
Changes in Capitalization;
Merger, Liquidation.
The
number of shares of Common Stock which may be sold directly or through grant of
options to Participants under this Plan may be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock resulting
from a subdivision or combination of shares or the payment of a stock dividend
in shares of Common Stock to holders of outstanding shares of Common Stock or
any other increase or decrease in the number of shares of Common Stock
outstanding effected without receipt of consideration by the
Company. The existence of the Plan shall not affect in any way the
right or power of the Company to make or authorize any adjustment,
reclassification, reorganization or other change in its capital or business
structure, any merger or consolidation of the Company, any issue of debt or
equity securities having preferences or priorities as to the Common Stock or the
rights thereof, the dissolution or liquidation of the Company, any sale or
transfer of all or any part of its business or assets, or any other corporate
act or proceeding.
8.
Right to Terminate
Employment.
Nothing
in the Plan shall confer upon any Participant the right to continue as an
employee or officer of the Company or any of its subsidiaries or affect the
right of the Company or any of its subsidiaries to terminate the Participant’s
employment at any time.
9.
Non-Alienation of
Benefits.
No
benefit under the Plan shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance or charge; and any
attempt to do so shall be void.
10.
Termination and Amendment of
the Plan.
The Board
may amend or terminate the Plan at any time.
11.
Choice of
Law.
The laws
of the State of Delaware shall govern the Plan, to the extent not preempted by
federal law.
ROADRUNNER
DAWES, INC.
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By:
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/s/ Alan W. McBride
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Alan
W. McBride
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GROUP
TRANSPORTATION SERVICES HOLDINGS, INC.
KEY EMPLOYEE EQUITY
PLAN
1.
Purpose.
The
purpose of this Key Employee Equity Plan (“
Plan
”) is to
encourage ownership of the Common Stock, $.001 par value (“
Common Stock
”), of
Group Transportation Services Holdings, Inc. (the “
Company
”) by key
employees of the Company and its subsidiaries, thereby providing additional
incentives to such key employees to improve the business and operating results
of the Company and its subsidiaries and, thus, more closely align the interest
of such key employees with those of the stockholders of the
Company.
2.
Term and Effective
Date.
The Plan
shall commence on February 29, 2008 (the “
Effective Date
”) and
shall continue through February 29, 2018 (such period hereinafter referred to as
the “
Term
”).
3.
Participants.
The
persons eligible to participate in the Plan (“
Participants
”) shall
be those key employees, consultants and directors of the Company and its
subsidiaries designated by the Company's Board of Directors (the "
Board
").
4.
Stock
Acquisition.
From time
to time over the Term, the Board shall offer to Participants the opportunity to
acquire shares of Common Stock, either directly or through the grant of options,
in the amount as determined by the Board to be appropriate based on the
Participant’s level of responsibility with the Company or any of its
subsidiaries. The purchase price for shares of Common Stock, or the
exercise price of options as the case may be, offered under the Plan shall be
not less than the fair market value of the Common Stock as of the date of grant,
as determined in good faith by the Board.
5.
Administration of the
Plan.
The Plan
shall be administered by the Board. Subject to the provisions of the
Plan, the Board shall have full and conclusive authority to interpret the Plan;
to prescribe, amend and rescind rules and regulations relating to the Plan; and
to make all other determinations necessary or advisable for the proper
administration of the Plan. The Board's decisions shall be final and
binding on all Participants. The Board may delegate to any member of
the Board or any officer of the Company the administrative authority to
interpret the provisions of the Plan.
6.
Shares
Reserved.
An
aggregate of 2,181.82 shares of Common Stock are reserved for direct sale or
grant of options to Participants under this Plan, subject to adjustment as set
forth in Section 7 hereof.
7.
Changes in Capitalization;
Merger, Liquidation.
The
number of shares of Common Stock which may be sold directly or through grant of
options to Participants under this Plan may be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock resulting
from a subdivision or combination of shares or the payment of a stock dividend
in shares of Common Stock to holders of outstanding shares of Common Stock or
any other increase or decrease in the number of shares of Common Stock
outstanding effected without receipt of consideration by the
Company. The existence of the Plan shall not affect in any way the
right or power of the Company to make or authorize any adjustment,
reclassification, reorganization or other change in its capital or business
structure, any merger or consolidation of the Company, any issue of debt or
equity securities having preferences or priorities as to the Common Stock or the
rights thereof, the dissolution or liquidation of the Company, any sale or
transfer of all or any part of its business or assets, or any other corporate
act or proceeding.
8.
Right to Terminate
Employment.
Nothing
in the Plan shall confer upon any Participant the right to continue as an
employee or officer of the Company or any of its subsidiaries or affect the
right of the Company or any of its subsidiaries to terminate the Participant’s
employment at any time.
9.
Non-Alienation of
Benefits.
No
benefit under the Plan shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance or charge; and any
attempt to do so shall be void.
10.
Termination and Amendment of
the Plan.
The Board
may amend or terminate the Plan at any time.
11.
Choice of
Law.
The laws
of the State of Delaware shall govern the Plan, to the extent not preempted by
federal law.
GROUP
TRANSPORTATION SERVICES
HOLDINGS,
INC.
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By:
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/s/ Scott Rued
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Scott
Rued,
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Chairman
of the Board
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