As filed with the Securities and Exchange Commission on October 2, 2012

 

Registration No. 333-179869

 

  

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 


 

AMENDMENT NO. 1 TO

FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

 


 

RADIANT LOGISTICS, INC.
(Exact name of registrant as specified in its charter)

 

Delaware

(State or Other Jurisdiction
of Incorporation or Organization)

 04-3625550
(I.R.S. Employer Identification No.)

 

405 114th Avenue, S.E., Third Floor

Bellevue, Washington 98004
(Address, including Zip Code, of Registrant’s Principal Executive Offices)

 

   

The Radiant Logistics, Inc. 2005 Stock Incentive Plan
(Full Title of the Plan)

 

   

Bohn H. Crain
Chief Executive Officer
Radiant Logistics, Inc.
405 114th Avenue, S.E., Third Floor
Bellevue, Washington 98004
(425) 943-4599
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

 

   

Copies to:

 

Stephen M. Cohen, Esquire

Stephen R. Brill, Esquire
Fox Rothschild LLP
2000 Market Street, 20th Floor
Philadelphia, Pennsylvania 19103

 

 
 

 

EXPLANATORY NOTE

 

On March 2, 2012, the registrant filed a registration statement on Form S-8 (File No. 333-179869) (the “Registration Statement”). The registrant is filing this Post-Effective Amendment No. 1 (“Amendment No. 1”) to the Registration Statement for the sole purpose of including the consent of Travis Wolff, LLP. The consent is filed herewith as Exhibit 23.3. Except as otherwise stated herein, no other information contained in the Registration Statement has been updated by this Amendment No. 1.

 

 

 

PART II

 

Item 8. Exhibits

 

Exhibit Number   Description
     
4.1   Radiant Logistics, Inc. 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the registrant’s quarterly report on Form 10-QSB, filed with the Commission on November 14, 2005)
     
5.1   Opinion of Fox Rothschild LLP (filed previously)
     
23.1   Consent of Peterson Sullivan LLP (filed previously)
     
23.2   Consent of Fox Rothschild LLP (included in Ex. 5.1)
     
23.3   Consent of Travis Wolff, LLP
     
24   Power of Attorney (filed previously)

    

 
 

  

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8/A and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lawrenceville, State of New Jersey on the 2nd day of October, 2012.

 

  RADIANT LOGISTICS, INC.
     
     
  By: /s/ Bohn H. Crain
    Bohn H. Crain
    Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

 

Date: October 2, 2012 By: /s/ Bohn H. Crain
    Bohn H. Crain
    Chairman and Chief Executive Officer
     
Date: October 2, 2012 By: /s/ Todd Macomber
    Todd Macomber
    Senior Vice President and Chief Financial Officer
     
Date: October 2, 2012 By: *
    Stephen P. Harrington
    Director
     
Date: October 2, 2012 By: *
    Jack Edwards
    Director

    

*By:/s/ Bohn H. Crain

Bohn H. Crain

Attorney-in-Fact

 

 
 

 

EXHIBIT INDEX

 

Exhibit Number   Description
     
23.3   Consent of Travis Wolff, LLP