<SUBMISSION>
<ACCESSION-NUMBER>0001125282-06-005230
<TYPE>8-K
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<ITEMS>2.01
<ITEMS>9.01
<FILING-DATE>20060823
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<COMPANY-DATA>
<CONFORMED-NAME>CD&L INC
<CIK>0001000779
<ASSIGNED-SIC>4213
<IRS-NUMBER>223350958
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
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<FILM-NUMBER>061050046
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<BUSINESS-ADDRESS>
<STREET1>80 WESLEY STREET
<CITY>SOUTH HACKENSACK
<STATE>NJ
<ZIP>07606
<PHONE>201-487-7740
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>80 WESLEY STREET
<CITY>SOUTH HACKENSACK
<STATE>NJ
<ZIP>07606
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>CONSOLIDATED DELIVERY & LOGISTICS INC
<DATE-CHANGED>19950915
</FORMER-COMPANY>
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<TYPE>8-K
<SEQUENCE>1
<FILENAME>b414665_8k.txt
<DESCRIPTION>FORM 8-K
<TEXT>
<PAGE>

                                 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 17, 2006

                                   CD&L, INC.
             (Exact name of Registrant as specified in its charter)

            Delaware                       0-26954               22-3350958
            --------                       -------               ----------
  State or other jurisdiction            (Commission            (IRS Employer
of incorporation or organization)        File Number)        Identification No.)

        80 Wesley Street, South Hackensack, New Jersey         07606
        ----------------------------------------------      ----------
           (Address of principal executive offices)         (Zip Code)

       (Registrant's telephone number, including area code): 201-487-7740

                                 Not Applicable
                                 --------------
         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2 below):

[ ]      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))

<PAGE>

ITEM 2.01.     COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

         On July 3, 2006, CD&L, Inc. ("CD&L") announced its definitive agreement
with Velocity Express Corporation ("Velocity") for Velocity to acquire CD&L,
Inc. in a fully-financed, two-step, all cash transaction for $3.00 per share. On
August 17, 2006, the stockholders of CD&L approved and adopted the Agreement and
Plan of Merger between CD&L, Velocity, and a wholly-owned subsidiary of Velocity
("Sub"), and the transactions contemplated thereby, at a special meeting of CD&L
stockholders held for such purpose.

         Velocity, through its ownership of CD&L common stock, and through its
rights under a voting agreement with certain holders of common stock of CD&L,
had or controlled the vote of a majority of the shares of CD&L's common stock.
There were 12,810,220 shares of common stock present and voting at the special
meeting, with 12,701,935 shares (over 99% of those voting) voting in favor,
101,421 shares voting against, and 6,864 shares abstaining on the vote for
adoption of the Agreement and Plan of Merger.

         Following the special meeting of CD&L stockholders, CD&L and Velocity
consummated the merger. A Certificate of Merger was filed with the State of
Delaware and approved on August 17, 2006, and as a result CD&L was merged with
Sub, with CD&L as the surviving corporation. CD&L and Velocity issued a joint
press release on August 18, 2006, announcing the closing of the merger
transaction.

         Upon the consummation of the merger, each share of CD&L's common stock
issued and outstanding immediately before the merger was canceled and converted
into the right to receive $3.00 in cash, without interest, for an aggregate
merger consideration of approximately $33 million. The aggregate merger
consideration and price per share was based on 11,039,238 shares of CD&L common
stock, representing the issued and outstanding shares of CD&L with the exception
of those shares held by Velocity. The amount of merger consideration was
formulated based on the then-current trading price and historical trading prices
of CD&L's common stock as of the date of approval CD&L's board of directors,
which price per share represents a premium of more than 33 percent over the
closing sale price of $2.24 per share of CD&L common stock on the American Stock
Exchange on June 23, 2006, the trading day immediately prior to the date on
which CD&L's board and Velocity's board approved the transaction.

         Holders of shares of CD&L common stock no longer have any rights with
respect to those shares, except for the right to receive the cash merger
consideration. Each share of CD&L's common stock held by CD&L, Velocity or its
subsidiaries was canceled without any payment. The common stock of CD&L will no
longer be traded on the American Stock Exchange.

         At the signing of the Agreement and Plan of Merger, Velocity deposited
for the benefit of the CD&L stockholders an amount of cash equal to the
aggregate merger consideration with American Stock Transfer & Trust Company
("AST"), as paying agent. AST is responsible for the receipt of CD&L stock
certificates formerly representing CD&L common stock and the payment of cash
consideration in exchange for such certificates.


                                      -2-
<PAGE>

         Velocity and its subsidiaries are engaged in the business of providing
same-day transportation and distribution/logistics services to individual
consumers and businesses. Velocity operates primarily in the United States, with
limited operations in Canada.

         Velocity has one of the largest nationwide networks of time-critical
logistics solutions in the United States and is a leading provider of scheduled,
distribution and expedited logistics services. Velocity's customers are
comprised of multi-location, blue chip customers with operations in the
commercial and office products, financial, healthcare, transportation and
logistics, technology, and energy sectors.


ITEM 9.01      FINANCIAL STATEMENTS AND EXHIBITS.

(d)      Exhibits

         99.1.    Press Release dated August 18, 2006 announcing the
                  consummation of the merger with Velocity Express Corporation.


                                      -3-
<PAGE>

                                   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.


                                             CD&L, INC.


                                             By: /s/
                                                 -------------------------------
                                                 Name:  Edward W. Stone
                                                 Title: Chief Financial Officer


Dated:    August 21, 2006


                                      -4-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>b414665ex99_1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
<PAGE>

                                                                    Exhibit 99.1



              VELOCITY EXPRESS COMPLETES ACQUISITION OF CD&L, INC.,
           CREATES MARKET LEADER IN TIME DEFINITE LOGISTICS SOLUTIONS

             ACQUISITION TO DOUBLE REVENUES TO OVER $440 MILLION AND
                          PROVIDE GROWTH OPPORTUNITIES

        OVER $38 MILLION IN COST SAVINGS ANTICIPATED OVER NEXT 18 MONTHS

WESTPORT, CT, August 17, 2006 -- Velocity Express Corporation (NASDAQ: VEXP) and
CD&L, Inc. (AMEX:CDV) announced the acquisition of all of the issued and
outstanding shares of CD&L by Velocity Express for cash consideration of $3.00
per share. Shareholders of CD&L approved the acquisition at a special meeting of
shareholders held earlier today. As a result, the stock of CD&L will cease
trading on the American Stock Exchange.

The acquisition creates the largest time definite logistics company in North
America, with more than $440 million in annual revenues and 5,500 independent
contractor drivers, operating from 150 locations in leading markets across the
United States and Canada.

The combination of CD&L and Velocity Express is expected to provide important
strategic and financial benefits:

     * Increased market coverage: CD&L and Velocity combined routes will provide
     customers with broader reach and guaranteed delivery time

     * Unmatched customer programs combining proprietary track and trace, and
     electronic signature capture technology will provide customers with the
     industry's best service offering

     * A diverse and expanded customer base across multiple market sectors,
     including: healthcare, retail, service parts replenishment and financial
     industries, among others.

     * A strengthening of Velocity's already excellent managerial team

"This is an exciting transformative acquisition that brings together two
complementary businesses to create the leader in the time definite local
delivery marketplace," stated Vincent Wasik, Chairman and CEO of Velocity
Express. "The opportunity before us is considerable. This is a multi-billion
dollar market that remains fragmented and underserved. The acquisition of CD&L
accelerates Velocity Express' strategy of creating a potent North American brand
while retaining our local focus. By leveraging the best practices of each
company across the combined business, we are positioned to deliver enhanced
service to Fortune 500 customers and small companies alike, providing us with
the opportunity for what we believe can be exciting future organic growth."

"We are on track to execute quickly against a clearly defined strategic
integration plan," added Mr. Wasik. "An outstanding team, comprised of members
of Velocity Express, CD&L, and consultants from Alvarez & Marsal, has been hard
at work and have identified over $38 million in value creation which we expect
to realize over the next 18 months through operating efficiencies and
elimination of duplicate costs. As just one example, implementation of
Velocity's proprietary track and trace and route management technology for
independent contractors should help bring CD&L's gross margins in line with our
own, while improving customer service and flexibility."

The combined entity will operate under the Velocity Express name and be
headquartered in Westport, CT.

<PAGE>

VELOCITY EXPRESS CORPORATION

Velocity Express has one of the largest time definite nationwide delivery
networks, providing a national footprint for customers desiring same day service
throughout the United States. The Company's services are supported by a
customer-focused technology infrastructure, providing customers with the
reliability and information they need to manage their transportation and
logistics systems, including a proprietary package tracking system that enables
customers to view the status of any package via a flexible web reporting system.
Visit www.velocityexpress.com for more information.

ABOUT CD&L, INC.

CD&L, Inc. operates from 98 locations in 25 states, including operations in 28
customer owned facilities, providing last mile delivery solutions to various
industries. The company has over 1,500 employees and utilizes approximately
2,900 independent contractor drivers to provide time-sensitive delivery services
to thousands of customers across the country.

For purposes of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, readers should be aware that this press release
includes certain "forward-looking statements" that involve risks and
uncertainties that could cause actual results to differ materially. These
statements are typically preceded by words such as "believes," "expects,"
"anticipates," "intends," "will," "may," "should," or similar expressions. Such
statements are based upon, among other things, assumptions made by, and
information currently available to, management, including management's own
knowledge and assessment of the industry in which Velocity and CD&L operate.
Factors that may cause actual results to differ materially from those expressed
or implied by such forward-looking statements include, but are not limited to,
the risk of successful integration of the two companies, the ability to achieve
enhanced route density, the ability to retain customers, independent contractors
and employees, the ability to achieve operating efficiencies and eliminate
duplicate costs, the ability to double the size of the company, as well as the
risks and uncertainties detailed from time to time in the Velocity Express and
CD&L's filings with the Securities and Exchange Commission, including their most
recently filed reports on Form 10-Q and 10-K. Velocity Express and CD&L disclaim
any obligations to update any forward-looking statement as a result of
developments occurring after the date of this press release or to conform them
to actual results.


Contact:
Velocity Express, Inc.
Edward W. (Ted) Stone, 203-349-4199
tstone@velocityexp.com
or
Steven S. Anreder, 212-532-3232
steven.anreder@anreder.com


For CD&L:
Russell Reardon, 201-487-7740
russ.reardon@cdl.net



</TEXT>
</DOCUMENT>
</SUBMISSION>
