Final Prospectus
Filed Pursuant to Rule 424(b)(3)
Registration Number 333-31414
SELLING SHAREHOLDERS
The following table presents information regarding the selling
shareholders. The shares listed below represent the shares that each selling
shareholder owned on July 10, 2000, and the shares which each selling
shareholder may own upon the exercise of options or warrants.
The securities "beneficially owned" by a person are determined in
accordance with the SEC's definition of "beneficial ownership" and, accordingly,
may include securities owned by or for, among others, the spouse, children or
other relatives of such person, as well as other securities over which the
person has or shares voting or investment power or securities which the person
has the right to acquire within 60 days of July 10, 2000.
In the following table, percentage of beneficial ownership is based on
16,622,029 outstanding shares of common stock. Shares issuable pursuant to the
exercise of warrants are deemed outstanding for computing the percentage of the
person holding such securities but are not deemed outstanding for computing the
percentage of any other person. Our registration of the shares does not
necessarily mean that the selling shareholders will sell all or any of the
shares covered by this prospectus.
<TABLE>
<CAPTION>
SHARES SHARES PERCENTAGE OF
BENEFICIALLY BENEFICIALLY OUTSTANDING SHARES
OWNED(1) SHARES OWNED(1) UPON BENEFICIALLY OWNED
PRIOR TO OFFERED COMPLETION OF THE UPON COMPLETION OF
SELLING SHAREHOLDER OFFERING HEREBY OFFERING THE OFFERING
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Bayview Capital Partners LP 1,507,529(2) 1,507,529 -- --
The Raptor Global Portfolio Ltd. 981,134(3) 981,134 -- --
BY Partners, L.P. 520,460(4) 520,460 -- --
Shawn Weinand 507,250(5) 120,000 387,250 2.3
Bruce H. Senske 278,612(6) 15,000 263,612 1.6
Robert F. and Barbara C. 275,000 125,000 150,000 *
McCullough Trustees for
McCullough Living Trust
Dated 11/30/92
J. Iver & Company 253,000(7) 253,000 -- --
Brahman Institutional Partners, L.P. 244,740(8) 244,740 -- --
John E. Feltl 222,152(9) 222,152 -- --
B. Bros. Investment Company 194,000(10) 83,000 111,000 *
Richard H. Hochman 188,000 60,000 128,000 *
Isaac Eugene Phelps 175,000 50,000 125,000 *
Humberto Martinez-Suarez 168,998(11) 41,666 127,332 *
Schottenfeld Associates, L.P. 166,666 166,666 -- --
Raymond Freeman 156,433(12) 156,433 -- --
Brahman C.P.F. Partners, L.P. 129,080(13) 129,080 -- --
C.S.L. Associates, L.P. 125,000 125,000 -- --
Robert F. McCullough, Jr. 124,998 41,666 83,332 *
RS Midcap Opportunities 100,000 100,000 -- --
Mark W. Sheffert 100,000(14) 100,000 -- --
David R. Chamberlin, TTEE 93,998 41,666 32,332 *
David R. Chamberlin Revocable Trust
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
SHARES SHARES PERCENTAGE OF
BENEFICIALLY BENEFICIALLY OUTSTANDING SHARES
OWNED(1) OWNED(1) UPON BENEFICIALLY OWNED
PRIOR TO SHARES OFFERED COMPLETION OF THE UPON COMPLETION OF
SELLING SHAREHOLDER OFFERING HEREBY OFFERING THE OFFERING
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Levon Perkins and Darlene L. 87,500 87,500 -- --
Bass-Perkins, JTWROS
Pyramid Partners, L.P. 85,000(15) 85,000 -- --
Eldon F. Buschbom 83,334 83,334 -- --
Brahman Partners II, L.P. 81,440(16) 81,440 -- --
Michael James Cunningham 77,000 62,500 14,500 *
James D. Cochran 75,001 75,001 -- --
Brewster Diversified Services, Inc. 70,000(17) 70,000 -- --
Oscar Investment Fund, LP 64,966(18) 64,966 -- --
Ronald Lee Randall 62,500(19) 62,500 -- --
Donald L. Johnson 57,750(20) 57,125 -- --
Howard L. Hatfield, Jr. 55,000(21) 55,000 -- --
Andrew K. Boszhardt, Jr. 53,334(22) 53,334 -- --
A. Alexander Arnold, III, Trustee 50,348 50,348 -- --
FBO David Berol Trust
A. Alexander Arnold III, Trustee 50,348 50,348 -- --
FBO John A. Berol Trust
John C. Lawrie 50,000 50,000 -- --
Leon W. Orr 45,250 3,250 42,000 *
Jeanne E. Schnack and 41,667 41,667 -- --
Thomas W. Schnack
Radwan Ibrahim 41,667 41,667 -- --
Richard Feldman 41,666 41,666 -- --
Hair Biz, Inc. 37,500 37,500 -- --
Coach LLC 30,000 10,000 20,000 *
RS Diversified Growth 30,000 30,000 -- --
A. Alexander Arnold, III 25,174 25,174 -- --
A. Alexander Arnold, III, Trustee, 25,174 25,174 -- --
Berol Family Trust FBO Margaret
Beattie
Michael E. Mahoney and Dana S. 25,000 25,000 -- --
Mahoney JTWROS
New England Diversified Growth 25,000 25,000 -- --
Wade W. Wilson 23,515(23) 16,015 7,500 *
Jennifer R. Skinner 23,515(23) 16,015 7,500 *
JoAnn J. Pihl 16,667(24) 16,667 -- --
David Arthur Lantz 15,100(25) 8,800 6,300 *
Ben Reuben and Sophie Reuben 15,000(26) 15,000 -- *
</TABLE>
23
<PAGE>
<TABLE>
<CAPTION>
SHARES SHARES PERCENTAGE OF
BENEFICIALLY BENEFICIALLY OUTSTANDING SHARES
OWNED(1) OWNED(1) UPON BENEFICIALLY OWNED
PRIOR TO SHARES OFFERED COMPLETION OF THE UPON COMPLETION OF
SELLING SHAREHOLDER OFFERING HEREBY OFFERING THE OFFERING
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Anthony Scaramucci 13,334(27) 13,334 -- --
Cline Wood Agency, Inc. 13,200(28) 13,200 -- --
D. Michael Wood 13,200(28) 13,200 -- --
Richard W. Perkins 12,000(29) 12,000 -- --
Patrick M. Sidders 11,208(30) 9,625 1,583 *
Thomas M. Grossman 10,000 10,000 -- --
Aleem Siddiqui 9,464(31) 5,000 4,464 *
Brahman Partners II Offshore, Ltd. 9,354(32) 9,354 -- --
Dale Stoltenow 9,000(33) 750 8,250 *
William A. Goldberg 7,500(34) 7,500 -- --
Revocable Trust
Myra Halpern 7,000(35) 2,000 5,000 *
Strickland Family Ltd. Partnership 7,000(36) 7,000 -- --
Thomas W. Abbas and Rebecca A. 5,203(37) 5,203 -- --
Abbas, JTWROS
David Aronsohn 5,000(31) 5,000 -- --
Joel David Chesin 5,000(31) 5,000 -- --
Paul Marshall Dean 5,000(31) 5,000 -- --
Dennis Doyle 5,000(31) 5,000 -- --
Joseph Farmer and Carol Farmer, 5,000(31) 5,000 -- --
Trustees for Joseph and Carol
Farmer Trust
Stuart and Carol Holmer 5,000 5,000 -- --
Robert D. and Karen L. Johnson 5,000 5,000 -- --
Mark Kaiser 5,000(31) 5,000 -- --
Lawrence and Mary Mans 5,000(31) 5,000 -- --
Robert W. Mehlhouse 5,000(31) 5,000 -- --
Phil C. Murray 5,000(31) 5,000 -- --
Realty Center, Inc. p/s/t FBO: 5,000(31) 5,000 -- --
Thomas A. Ries, Thomas A. Ries
and James A. Lamson, Trustees
Jeffrey A. Robinson 5,000(31) 5,000 -- --
Ron Shimek 5,000(31) 5,000 -- --
Dan and Catherine Thums 5,000(31) 5,000 -- --
Marion A. Trybula 5,000(31) 5,000 -- --
John A. Tschida 5,000(31) 5,000 -- --
Peggy Cooper Trust 4,732 2,500 2,232 *
Michael Noe 4,136(38) 136 4,000 *
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
SHARES SHARES PERCENTAGE OF
BENEFICIALLY BENEFICIALLY OUTSTANDING SHARES
OWNED(1) OWNED(1) UPON BENEFICIALLY OWNED
PRIOR TO SHARES OFFERED COMPLETION OF THE UPON COMPLETION OF
SELLING SHAREHOLDER OFFERING HEREBY OFFERING THE OFFERING
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Altar Rock Fund L.P. 3,940(39) 3,940 -- --
Cary Musech 3,715(40) 3,715 -- --
Kristine R. Anders 3,008(41) 1,008 2,000 *
First Trust National Association 2,500(42) 2,500 -- *
FBO Kurt J. King
First Trust National Association 2,500 2,500 -- --
FBO Philip McLaughlin IRA
Steven C. Hunter 2,500(42) 2,500 -- --
Theresa Weber Johnson 2,400(43) 400 2,000 *
Bonnie J. Doepel 2,384(44) 384 2,000 *
Peter Slocum 2,230(45) 2,230 -- --
Robert E. and Katherine A. 1,487(46) 1,487 -- --
Tunheim, JTWRS
Matthew S. Carpenter 1,444 1,444 -- --
Scott M. Carpenter 1,444 1,444 -- --
Ann C. Kay 1,444 1,444 -- --
Judd Y. Carpenter 1,443 1,443 -- --
Allen J. Zenk 590 590 -- --
Vicki Lynn Anderson 438(47) 438 -- --
Kenneth W. Richards 69 69 -- --
</TABLE>
------------------------
* INDICATES AN AMOUNT LESS THAN 1%.
(1) The securities "beneficially owned" by a person are determined in
accordance with the definition of "beneficial ownership" set forth in
the regulations of the Commission and accordingly, may include the
securities owned by or for, among others, the spouse, children or
certain other relatives of such person, as well as other securities
over which the person has or shares voting or investment power or
securities which the person has the right to acquire within 60 days.
(2) Includes 1,507,529 shares of common stock purchasable pursuant to the
exercise of warrants.
(3) Includes 89,194 shares of common stock purchasable pursuant to the
exercise of warrants.
(4) Includes 50,660 shares of common stock purchasable pursuant to the
exercise of warrants.
(5) Includes 20,000 shares of common stock purchasable pursuant to the
exercise of warrants.
(6) Includes 151,406 shares of common stock owned by Mr. Senske, 91,750
shares of common stock purchasable pursuant to the exercise of warrants
and 35,456 shares of common stock owned by Mr. Senske's wife.
(7) Indicates the estimated maximum number of shares of common stock
reserved for issuance upon the exercise of a convertible promissory
note we assumed in connection with the purchase of Velocity Express.
Includes 15,000 shares of common stock purchasable pursuant to the
exercise of warrants.
(8) Includes 23,840 shares of common stock purchasable pursuant to the
exercise of warrants.
(9) Includes 222,152 shares of common stock purchasable pursuant to the
exercise of warrants.
(10) Includes 10,500 shares of common stock purchasable pursuant to the
exercise of warrants.
(11) Includes 124,998 shares of common stock owned by Mr. Martinez and
44,000 shares of common stock owned by Mr. Martinez's wife.
(12) Includes 131,433 shares of common stock purchasable pursuant to the
exercise of warrants.
(13) Includes 7,940 shares of common stock purchasable pursuant to the
exercise of warrants.
(14) Includes 100,000 shares of common stock purchasable pursuant to the
exercise of warrants.
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<PAGE>
(15) Includes 35,000 shares of common stock purchasable pursuant to the
exercise of warrants.
(16) Includes 6,180 shares of common stock purchasable pursuant to the
exercise of warrants.
(17) Includes 70,000 shares of common stock purchasable pursuant to the
exercise of warrants.
(18) Includes 30,000 shares of common stock purchasable pursuant to the
exercise of warrants.
(19) Includes 62,500 shares of common stock purchasable pursuant to the
exercise of warrants.
(20) Includes 54,750 shares of common stock purchasable pursuant to the
exercise of warrants.
(21) Includes 5,000 shares of common stock purchasable pursuant to the
exercise of warrants.
(22) Includes 13,334 shares of common stock purchasable pursuant to the
exercise of warrants.
(23) Includes 7,143 shares of common stock purchasable pursuant to the
exercise of warrants.
(24) Includes 16,667 shares of common stock purchasable pursuant to the
exercise of warrants.
(25) Includes 6,300 shares of common stock purchasable pursuant to the
exercise of warrants.
(26) Includes 15,000 shares of common stock purchasable pursuant to the
exercise of warrants.
(27) Includes 3,334 shares of common stock purchasable pursuant to the
exercise of warrants.
(28) Includes 1,200 shares of common stock purchasable pursuant to the
exercise of warrants.
(29) Includes 12,000 shares of common stock purchasable pursuant to the
exercise of warrants.
(30) Includes 9,625 shares of common stock purchasable pursuant to the
exercise of warrants.
(31) Includes 5,000 shares of common stock purchasable pursuant to the
exercise of warrants.
(32) Includes 932 shares of common stock purchasable pursuant to the
exercise of warrants.
(33) Includes 7,250 shares of common stock purchasable pursuant to the
exercise of options.
(34) Includes 7,500 shares of common stock purchasable pursuant to the
exercise of warrants.
(35) Includes 2,000 shares of common stock purchasable pursuant to the
exercise of warrants.
(36) Includes 7,000 shares of common stock purchasable pursuant to the
exercise of warrants.
(37) Includes 473 shares of common stock purchasable pursuant to the
exercise of warrants.
(38) Includes 4,000 shares of common stock purchasable pursuant to the
exercise of options.
(39) Includes 358 shares of common stock purchasable pursuant to the
exercise of warrants.
(40) Includes 338 shares of common stock purchasable pursuant to the
exercise of warrants.
(41) Includes 2,000 shares of common stock purchasable pursuant to the
exercise of options.
(42) Includes 2,500 shares of common stock purchasable pursuant to the
exercise of warrants.
(43) Includes 2,000 shares of common stock purchasable pursuant to the
exercise of warrants.
(44) Includes 384 shares of common stock purchasable pursuant to the
exercise of options.
(45) Includes 202 shares of common stock purchasable pursuant to the
exercise of warrants.
(46) Includes 135 shares of common stock purchasable pursuant to the
exercise of warrants.
(47) Includes 438 shares of common stock purchasable pursuant to the
exercise of warrants.
We have agreed to bear all expenses (other than selling commissions and
fees) in connection with the registration and sale of the shares being offered
by the selling shareholders in over-the-counter market transactions or in
negotiated transactions. See "Plan of Distribution." This prospectus forms a
part of the registration statement.
USE OF PROCEEDS
The shares offered by this prospectus will be sold by the selling
shareholders. We will not receive any of the proceeds from the sale of the
shares by the selling shareholders.
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