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
December 3, 2018
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.)
 
 
 
 
 
1431 Opus Place, Suite 530 Downers Grove, Illinois
 
 
 
60515
(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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
 
 
 
 
 







Item 7.01.
Regulation FD Disclosure.
 
 
 
On December 6, 2018, Roadrunner Transportation Systems, Inc. (the “Company”) issued a press release announcing the appointment of Michael Rapken as the Company’s Chief Information Officer. A copy of the press release is furnished as Exhibit 99.1 hereto pursuant to Item 7.01 of Form 8-K and is hereby incorporated by reference into this Item 7.01.
In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 7.01, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01.
Other Events.
 
 
 
On December 3, 2018, the Company entered into an Employment Agreement (the “Employment Agreement”) with Mr. Rapken in connection with the appointment of Mr. Rapken as the Company’s Chief Information Officer. Pursuant to the terms of the Employment Agreement, Mr. Rapken will receive an annual base salary of $280,000. Mr. Rapken is also eligible to earn bonus compensation under the Company’s bonus plan and is entitled to participate in and receive all benefits under the Company’s employee benefit programs. The Employment Agreement provides that, in the event the Company terminates Mr. Rapken’s employment without “cause” (as such term is defined in the Employment Agreement) or Mr. Rapken terminates his employment for “good reason” (as such term is defined in the Employment Agreement), the Company will (i) continue to pay Mr. Rapken his base salary for the 9-month period following the date of such termination, and (ii) pay Mr. Rapken a single-sum amount equal to the premiums that he would have to pay (based upon the COBRA premiums being charged under the Company’s health plan as of the termination date) if he had elected to continue the health insurance coverage that he was receiving under the Company’s group health plan immediately prior to the date of termination for a period of 9 months after the date of termination. Mr. Rapken must execute a general release in order to receive any severance benefits.
The foregoing description of the Employment Agreement is only a summary, does not purport to be complete, and is subject to, and qualified in its entirety by, the full text of the Employment Agreement, a copy of which is attached hereto as Exhibit 10.49.
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
 
 
 
 
10.49

99.1





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: December 6, 2018
 
 
 
By:
/s/ Terence R. Rogers
 
 
 
 
 
Terence R. Rogers
 
 
 
 
 
Chief Financial Officer



 

 

 

 

 

 

 

 

 

 

 

 
MEDIA CONTACT: Scott Goldberg scott@salmonborre.com (847) 347.3333 COMPANY CONTACT: Chelsea Mitchell cmitchell@rrts.com (816) 341.2356 FOR IMMEDIATE RELEASE Roadrunner Transportation Systems Announces Michael Rapken as Chief Information Officer DOWNERS GROVE, IL—December 6, 2018—Roadrunner Transportation Systems, Inc. (“Roadrunner” or the “company”) (NYSE: RRTS) has announced Michael Rapken as its Chief Information Officer. Michael will be responsible for leading the ongoing improvement and integration of information technology systems and resources across the company. “We are pleased to have Michael Rapken as our CIO leading our team of IT professionals and technology strategies so we can continue driving enhancements across our business,” said Curt Stoelting, CEO of Roadrunner Transportation Systems. “Michael’s vast experience, particularly in the transportation and logistics industry, coupled with his positive leadership style will be great complements for the achievement of our longer-term technology and business goals.” “Michael joins our team with an impressive array of experience in the technology arena that will be a great asset to our existing IT leadership,” said Mike Gettle, President and COO of Roadrunner Transportation Systems. “Michael has a fearless leadership approach and a terrific ability to unify operational needs and technological potential while focusing on clear communication and teambuilding.” Michael most recently served as Chief Technology Officer at Press Ganey, a leading integrated solutions provider to the health care industry. Prior to Press Ganey, Michael led Application Development at Sprint before joining YRC Worldwide as its Chief Information Officer. About Roadrunner Transportation Systems, Inc. Roadrunner Transportation Systems is a leading asset-right transportation and asset-light logistics service provider offering a full suite of solutions under the Roadrunner®, Active On-Demand® and Ascent Global Logistics® brands. The Roadrunner brand offers less-than-truckload, temperature controlled and intermodal services. Active On-Demand offers premium mission critical air and ground transportation solutions. Ascent Global Logistics offers domestic freight management, retail consolidation, international freight forwarding and customs brokerage. For more information, please visit Roadrunner’s websites, www.rrts.com and www.ascentgl.com. ###