As filed with the Securities and Exchange Commission on March 4, 2011

Registration No. 333-19773

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

DYNAMEX INC.

(Exact name of registrant as specified in its charter)

Delaware		86-0712225
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
5429 LBJ Freeway, Suite 1000 Dallas, Texas		75240
(Address of Principal Executive Offices)		Zip Code

(Full title of the 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:

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:

Large accelerated filer o		Accelerated filer þ		Non-accelerated filer o (Do not check if a smaller reporting company)		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.

     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.

Name		Date		Title
/s/ James L. Welch   James L. Welch		March 4, 2011		President and Chief Executive Officer (principal executive officer and principal accounting officer)
/s/ Ray E. Schmitz   Ray E. Schmitz		March 4, 2011		Vice President and Chief Financial Officer (principal financial officer)
/s/ Alain Bédard   Alain Bédard		March 4, 2011		Director
Russell N. Watterson, Jr.   Russell N. Watterson, Jr.		March 4, 2011		Director