UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. 1)

 

Filed by the Registrant x                            Filed by a Party other than the Registrant ¨

Check the appropriate box:

 

¨ Preliminary Proxy Statement

 

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

¨ Definitive Proxy Statement

 

x Definitive Additional Materials

 

¨ Soliciting Material Pursuant to §240.14a-12

Commission File No. 000-28452

 

VELOCITY EXPRESS CORPORATION

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

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  (3) Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 
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¨ Fee paid previously with preliminary materials.

 

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VELOCITY EXPRESS CORPORATION

One Morningside Drive North

Building B – Suite 300

Westport, Connecticut 06880

June 16, 2006

To Our Stockholders:

Amendment to 2006 Proxy Statement

Subsequent to printing the enclosed proxy statement for the annual meeting to be held at the executive offices of Velocity Express Corporation, One Morningside Drive North, Building B-Suite 300, Westport, Connecticut, on June 28, 2006, we learned that the total outstanding votes number set forth in the chart presented on page 2 of our proxy statement was incorrect. The correct number is set forth in the chart below, which hereby amends and restates the chart contained in the proxy statement:

 

Class Outstanding   Number of
Shares of
Class
Outstanding		   Approximate Number of
Voting Shares of
Common Stock for Each
Share of Preferred(1)		   Aggregate Number
of Outstanding
Votes Per Class
Common Stock   16,965,310   1.00   16,965,310
Series M Preferred   5,411,675   1.03   5,562,328
Series N Preferred   1,473,825   1.03   1,514,854
Series O Preferred   504,674   1.04   524,834
       
        Total Outstanding Votes       24,567,316
       
(1) Approximation due to rounding.

BY ORDER OF THE BOARD OF DIRECTORS

LOGO

Vincent A. Wasik

Chairman of the Board and

Chief Executive Officer

Westport, Connecticut

June 16, 2006