sv8pos
As filed with the Securities and Exchange Commission on March 4, 2011
Registration No. 333-19773
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DYNAMEX INC.
(Exact name of registrant as specified in its charter)
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Delaware
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86-0712225 |
(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.) |
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5429 LBJ Freeway, Suite 1000
Dallas, Texas
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75240 |
(Address of Principal Executive Offices)
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Zip Code |
Amended and Restated 1996 Stock Option Plan
Ray E. Schmitz
Vice President and Chief Financial Officer
5429 LBJ Freeway, Suite 1000
Dallas, Texas 75240
(Name and address of agent for service)
(214) 560-9000
(Telephone number, including area code, of agent for service)
Copies of all communications, including all communications sent to the agent for service, should be sent to:
Copy to:
Jonathan D. Morris
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
(212) 309-6000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of
the Exchange Act:
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Large accelerated filer o
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Accelerated filer þ
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Non-accelerated filer o
(Do not check if a smaller reporting company)
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Smaller reporting company o |
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 2 (this Post-Effective Amendment) relates to the Registration
Statement of Dynamex Inc. on Form S-8 (Registration No. 333-19773), filed with the Securities and
Exchange Commission (the SEC) on January 14, 1997, as amended by Post-Effective Amendment No. 1
thereto (Registration No. 333-09148), filed with the SEC on January 9, 1998 (the Registration
Statement), which registered the offering of 1,000,000 shares of common stock, $.01 par value
(Common Stock), pursuant to the terms of the Amended and Restated 1996 Stock Option Plan of Dynamex Inc. (the Company).
Effective February 22, 2011, pursuant to an Agreement and Plan of Merger dated as of December 14,
2010, by and among the Company, TransForce Inc., a Canadian corporation (TransForce) and
TransForce Acquisition Corp., a Delaware corporation and an indirect wholly-owned subsidiary of
TransForce (Merger Sub), Merger Sub merged with and into the Company, with the Company surviving
the merger (the Merger) as an indirect wholly-owned subsidiary of TransForce. As a result of the
Merger, the Company has terminated all offerings of its Common Stock pursuant to its existing
registration statements, including the Registration Statement. In accordance with an undertaking
made by the Company in the Registration Statement to remove from registration, by means of a
post-effective amendment, any shares of Common Stock which remain unsold at the termination of the
offering, the Company hereby removes from registration all shares of Common Stock which remained
unsold under the Registration Statement as of the effective time of the Merger.
SIGNATURE
Pursuant to the requirements of the Securities Act, the registrant certifies that it has
reasonable grounds to believe that it meets all the requirements for filing this Post-Effective
Amendment No. 2 to the Registration Statement on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Dallas, the State of Texas, on this 4th day of March 2011.
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DYNAMEX INC.
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By: |
/s/ Ray E. Schmitz
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Ray E. Schmitz |
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Vice President and Chief Financial Officer |
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Pursuant to the requirements of the Securities Act, this Post-Effective Amendment to the
Registration Statement on Form S-8 has been signed below by the following persons in the capacities
and on the date indicated.
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Name |
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Date |
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Title |
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/s/ James L. Welch
James L. Welch
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March 4, 2011
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President and Chief Executive
Officer (principal executive
officer and principal
accounting officer) |
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/s/ Ray E. Schmitz
Ray E. Schmitz
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March 4, 2011
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Vice President and Chief
Financial Officer (principal
financial officer) |
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/s/ Alain Bédard
Alain Bédard
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March 4, 2011
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Director |
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Russell N. Watterson, Jr.
Russell N. Watterson, Jr.
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March 4, 2011
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Director |