Filed Pursuant to Rule 424(b)(3)

Registration No. 333-138330

Prospectus Supplement No. 6

(To Prospectus dated December 8, 2006)

118,992,566 Shares

LOGO

Common Stock

 


This Prospectus Supplement supplements the Prospectus dated December 8, 2006, of Velocity Express Corporation, relating to the offer and sale by certain “Selling Stockholders” of up to 118,992,566 shares of our common stock. This Prospectus Supplement amends the information in the table appearing under the caption “Selling Stockholders” in the Prospectus.

You should read this Prospectus Supplement in conjunction with the Prospectus, and this Prospectus Supplement is qualified by reference to the Prospectus, except to the extent that the information contained in this Prospectus Supplement supersedes the information contained in the Prospectus. This Prospectus Supplement is not complete without, and may not be utilized except in connection with, the Prospectus, including any amendments or additional supplements thereto. Capitalized terms used in this Prospectus Supplement but not otherwise defined herein shall have the meanings given to such terms in the Prospectus.

Investing in our common stock involves a number of risks. See “Risk Factors” beginning on page 3 of the Prospectus.

 


Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus Supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 


Velocity Express Corporation

This Prospectus Supplement is dated March 9, 2007.


SELLING STOCKHOLDERS

The information in the table appearing under the caption “Selling Stockholders” beginning on page 25 of the Prospectus is amended by this Prospectus Supplement. Unless otherwise noted, the shares listed below represent the shares that each selling stockholder beneficially owned as of March 8, 2007. The percentages of shares beneficially owned are based on 27,482,413 shares of our common stock outstanding as of March 8, 2007.

On February 23, 2007, Charter Oak Partners and Charter Oak Partners II, L.P. (collectively, the “Purchasers”) and Longview Fund, LP (“Longview”) entered into a securities purchase agreement pursuant to which Longview agreed to sell, and the Purchasers agreed to purchase, 63,677 shares of our Series Q Convertible Preferred Stock (the “Series Q Preferred”). The shares of common stock reserved for issuance upon conversion of the Series Q Preferred sold to the Purchasers were previously registered for resale pursuant to the Prospectus.

Additionally, on January 1, 2007, the Company issued to the holders of Series Q Preferred additional shares of Series Q Preferred as payable-in-kind dividends. On February 1, 2007, the Company issued to the holders of Series P Convertible Preferred Stock (the “Series P Preferred”) additional shares of Series P Preferred as payable-in-kind dividends. On March 1, 2007, the Company issued to the holders of Series N Convertible Preferred Stock (the “Series N Preferred”) additional shares of Series N Preferred as payable-in-kind dividends. The shares of common stock reserved for issuance upon distribution of payable-in-kind dividends of the Series Q Preferred, the Series P Preferred and the Series N Preferred were previously registered for resale pursuant to the Prospectus. Accordingly, the table under the caption “Selling Stockholders” beginning on page 25 of the Prospectus is amended as follows:

 

     Shares of Common Stock
Beneficially Owned Prior to
Offering
    Number of
Shares Being
Offered
   Shares Beneficially
Owned After Offering

Name and Address of Selling Stockholder

   Number     Percent        Number    Percent

Charter Oak Partners

10 Wright Street, Suite 210

Westport, CT 06880

   4,326,799 (12)   13.60 %   4,326,799    0    0

Charter Oak Partners II, L.P.

10 Wright Street, Suite 210

Westport, CT 06880

   711,750 (12)   2.52 %   711,750    0    0

Longview Fund, LP

600 Montgomery St.

44th Floor

San Francisco, CA 94111

   5,288,405 (34)   16.20 %   5,288,405    0    0

The footnotes to the table under the caption “Selling Stockholders” beginning on page 37 of the Prospectus are amended as follows:

 

(12) Represents 881,629 shares issuable upon conversion of Series N Preferred and 3,445,170 shares issuable upon conversion of Series Q Preferred held of record by owned by Charter Oak Partners and 143,521 shares issuable upon conversion of Series N Preferred and 568,229 shares issuable upon conversion of Series Q Preferred held of record by Charter Oak Partners II, L.P. Pursuant to limited partnership agreements of Charter Oak Partners and Charter Oak Partners II, L.P., Jerrold N. Fine, the general partner of Fine Partners, L.P., which is the managing partner of Charter Oak Partners and Charter Oak Partners II, L.P., may be deemed to have voting and dispositive power over the securities owned by Charter Oak Partners and Charter Oak Partners II, L.P. Additionally, the following individuals, as general partners of Charter Oak Partners and Charter Oak Partners II, L.P., may be deemed to have control over Charter Oak Partners and Charter Oak Partners II, L.P.: Michelle Picker, Deborah Ziskin, Margaret Epprecht and Jeffrey Chaffkin. Each of Fine Partners, L.P., Jerrold N. Fine, Michelle Picker, Deborah Ziskin, Margaret Epprecht and Jeffrey Chaffkin disclaim beneficial ownership of the securities owned by Charter Oak Partners and Charter Oak Partners II, L.P. except to the extent of their respective interests in Charter Oak Partners and Charter Oak Partners II, L.P.

 

(34) Represents 3,576,469 shares issuable upon conversion of Series P Preferred, 1,576,142 shares issuable upon exercise of warrants and 135,794 shares of common stock.