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) January 24, 2006
SCS TRANSPORTATION, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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0-49983
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48-1229851 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 4435 Main Street, Suite 930, Kansas City, Missouri
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64111 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code (816) 960-3664
No Changes.
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)) |
Item 2.02 Results of Operations and Financial Condition
On January 24, 2006, SCS Transportation, Inc. issued a press release announcing its fourth quarter
and annual 2005 results. A copy of the press release is attached as Exhibit 99.1 to this Report on
Form 8-K.
The information furnished under this Item 2.02, including Exhibit 99.1, shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities under that Section and shall not be deemed to be
incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as
amended, of the Exchange Act, except as otherwise expressly stated in any such filing.
Item 8.01 Other Events
On January 24, 2006, SCS Transportation, Inc. issued a press release announcing the exploration of
strategic alternatives. A copy of the press release is attached as Exhibit 99.2 to this Report on
Form 8-K.
The Securities and Exchange Commission encourages companies to disclose forward-looking information
so that investors can better understand the future prospects of a company and make informed
investment decisions.
This current report and exhibits contain these types of statements, which are “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995.
Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “may,” “plan,” “predict,”
“believe” and similar words or expressions are intended to identify forward-looking statements.
Investors should not place undue reliance on forward-looking statements, and the Company undertakes
no obligation to publicly update or revise any forward-looking statements. All forward-looking
statements reflect the present expectation of future events of our management and are subject to a
number of important factors, risks, uncertainties and assumptions that could cause actual results
to differ materially from those described in any forward-looking statements. These factors and
risks include, but are not limited to, general economic conditions; the effects and outcomes of
strategic evaluations; cost and availability of qualified drivers, fuel, purchased transportation,
property, revenue equipment and other operating assets; governmental regulations, including but not
limited to Hours of Service, engine emissions, compliance with recent legislation requiring
companies to evaluate their internal control over financial reporting and Homeland Security;
dependence on key employees; inclement weather; labor relations; integration risks; effectiveness
of company-specific performance improvement initiatives; competitive initiatives and pricing
pressures; terrorism risks; self-insurance claims, equity-based compensation and other expense
volatility; the Company’s determination from time to time whether to purchase any shares under the
repurchase program; and other financial, operational and legal risks and uncertainties detailed
from time to time in the Company’s SEC filings.
Item 9.01 Financial Statements and Exhibits
| 99.1 |
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Press release of SCS Transportation, Inc. dated January 24, 2006 announcing results of operations |
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| 99.2 |
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Press release of SCS Transportation, Inc. dated January 24, 2006 announcing exploration of
strategic alternatives |