8-K

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): February 3, 2011

ROADRUNNER TRANSPORTATION SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

DELAWARE	001-34734	20-2454942
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4900 S. PENNSYLVANIA AVE. CUDAHY, WISCONSIN	53110
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (414) 615-1500

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On February 3, 2011, we announced our acquisition of all of the outstanding stock of Morgan Southern, Inc., a privately-held provider of intermodal transportation and related services, for approximately $20 million in cash. The acquisition was financed with borrowings under our existing credit facility.

A copy of the press release announcing this event is attached hereto as Exhibit 99.1 and is hereby incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Document Description
99.1	Press Release, dated February 3, 2011, entitled “Roadrunner Transportation Systems Announces Acquisition of Morgan Southern”

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ROADRUNNER TRANSPORTATION SYSTEMS, INC.

Date: February 4, 2011

By: /s/ Peter R. Armbruster                         
Peter R. Armbruster
Chief Financial Officer

EX-99.1

Exhibit 99.1

ROADRUNNER TRANSPORTATION SYSTEMS ANNOUNCES ACQUISITION OF
MORGAN SOUTHERN

Cudahy, WI — February 3, 2011 — Roadrunner Transportation Systems, Inc. (NYSE: RRTS), a leading non-asset based transportation and logistics services provider, announced today that it acquired all of the outstanding stock of Morgan Southern, Inc. for approximately $20 million in cash. Morgan Southern is a privately-held provider of intermodal transportation and related services. With 19 terminals located throughout the United States, Morgan Southern serves the majority of the country’s key intermodal markets. Its customer base consists primarily of direct shippers, intermodal marketing companies, steamship lines and other port and rail related transportation industries. The acquisition was financed with borrowings under RRTS’ existing credit facility.

Mark DiBlasi, President and CEO of RRTS, said, “The Morgan Southern transaction is an excellent fit with our growth strategy — it provides us with a new service offering within our truckload segment and further expands our geographic profile. RRTS’ sales force will serve as an extension of Morgan Southern’s sales efforts to market its intermodal services to new and existing RRTS customers. With growth in international trade and continued improvements in rail efficiency, we believe favorable trends will continue in the intermodal sector for the foreseeable future.”

Morgan Southern will continue to operate in its current capacity under the leadership of Ben Kirkland, its head of operations since 1996. Mr. Kirkland said, “This is a very positive event for Morgan Southern and its customers. RRTS is committed to ensuring maximum customer satisfaction through continuity of Morgan Southern’s personnel and expansion of its service capabilities. We look forward to partnering with RRTS to execute a shared strategy for profitable growth.”

Peter Armbruster, CFO of RRTS, said, “During calendar year 2010, Morgan Southern generated approximately $57 million in revenues and approximately $4 million of earnings before interest, taxes, depreciation, and amortization. We expect the Morgan Southern acquisition to be accretive to our net earnings in 2011 and beyond.”

-more-

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RRTS will further discuss the acquisition of Morgan Southern during its earnings conference call to be held on Tuesday, February 8, 2011 at 4:30 p.m. Eastern Time. To access the conference call, please dial 866-831-6247 (U.S.) or 617-213-8856 (International) approximately 10 minutes prior to the start of the call. Callers will be prompted for passcode 77505464. The conference call will also be available via live webcast under the Investor Relations section of the Company’s website, www.rrts.com.

If you are unable to listen to the live call, a replay will be available through February 15, 2011, and can be accessed by dialing 888-286-8010 (U.S.) or 617-801-6888 (International). Callers will be prompted for passcode 29454873. An archived version of the webcast will also be available under the Investor Relations section of the Company’s website, www.rrts.com.

About Roadrunner Transportation Systems, Inc.

RRTS is a leading non-asset based transportation and logistics services provider offering a full suite of solutions, including customized and expedited less-than-truckload, truckload, transportation management solutions and intermodal solutions, and domestic and international air. For more information, please visit: www.rrts.com.

Safe Harbor Statement

This release contains forward-looking statements that relate to future events or performance. These statements reflect the company’s current expectations, and the company does not undertake to update or revise these forward-looking statements, even if experience or future changes make it clear that any projected results expressed or implied in this or other company statements will not be realized. Furthermore, readers are cautioned that these statements involve risks and uncertainties, many of which are beyond the company’s control, which could cause actual results to differ materially from the forward-looking statements. These risks and uncertainties include, but are not limited to, risks related to the integration of acquired companies, competition in the transportation industry, the impact of the current economic environment, the company’s dependence upon purchased power, the unpredictability of and potential fluctuation in the price and availability of fuel, the effects of governmental and environmental regulations, and other “Risk Factors” set forth in the company’s most recent SEC filings.

CONTACTS: Peter Armbruster,
Chief Financial Officer, 414-615-1648
Email: ir@rrts.com

Marilyn Vollrath,
Vollrath Associates 414-221-0217

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