8-K 1 d401089d8k.htm FORM 8-K

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

Date of Report (Date of earliest event reported): August 22, 2012

XPO LOGISTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware |  | 001-32172 |  | 03-0450326
(State or other jurisdiction of incorporation) |  | (Commission File Number) |  | (I.R.S. Employer Identification No.)

Five Greenwich Office Park, Greenwich, Connecticut 06831

(Address of principal executive offices)

(855) 976-4636

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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:

| ¨ | 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 7.01. | Regulation FD Disclosure.

On August 22, 2012, XPO Logistics, Inc. (the “Company”) released a script expected to be used by the Company in connection with certain future investor presentations. A copy of the script is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The script should be read in conjunction with the slide presentation described in Item 8.01 and with the Company’s Quarterly Report for the quarter ended June 30, 2012 and the Company’s other filings with the Securities and Exchange Commission (the “SEC”).

The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. This information shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the registrant specifically incorporates any such information by reference.

Item 8.01. | Other Events.

On August 22, 2012, the Company released a slide presentation expected to be used by the Company in connection with the script described in Item 7.01. A copy of the slide presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K.

The slide presentation should be read in conjunction with the script described in Item 7.01 and with the Company’s Quarterly Report for the quarter ended June 30, 2012 and the Company’s other filings with the SEC.

Item 9.01. | Financial Statements and Exhibits.

(d) | Exhibits

Exhibit No. |  | Exhibit Description
99.1 |  | Investor Presentation Script, dated August 22, 2012.
99.2 |  | Investor Presentation, dated August 22, 2012.

SIGNATURE

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.

Date: August 22, 2012 |  |  |  | XPO LOGISTICS, INC.
|  |  |  | By: |  | /s/ Gordon E. Devens
|  |  |  |  |  | Gordon E. Devens
|  |  |  |  |  | Senior Vice President and General Counsel

EXHIBIT INDEX

Exhibit No. |  | Exhibit Description
99.1 |  | Investor Presentation Script, dated August 22, 2012.
99.2 |  | Investor Presentation, dated August 22, 2012.