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) May 6,
2008
PACER
INTERNATIONAL, INC.
(Exact name
of registrant as specified in its charter)
Commission
file number 000-49828
Tennessee
|
62-0935669
|
(State
or other jurisdiction
of
incorporation)
|
(I.R.S.
employer
identification
no.)
|
2300 Clayton
Road, Suite 1200
Concord, CA
94520
Telephone
Number (877) 917-2237
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:
[
] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[
] 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 May 6,
2008, Pacer International, Inc. issued a press release announcing its first
quarter 2008 results. The press release is attached hereto as Exhibit
99.1.
The
information set forth under this “Item 2.02. Results of Operations and Financial
Condition,” including the Exhibit attached hereto, is being furnished and shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934 or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing, except as otherwise expressly
stated in such filing.
ITEM
8.01. Other Events
On May 6, 2008, Pacer International, Inc.
announced that its Board of Directors declared a regular $0.15 per share
dividend on the Company’s common stock at its meeting on May 6,
2008. The dividend will be payable on July 10, 2008, to shareholders
of record at the close of business on June 20, 2008.
The
current Board authorization which allows the Company to repurchase in the
aggregate $160.0 million of its common stock, of which $60.7 million is
outstanding and due to expire on June 15, 2008, was extended to June 15, 2009 at
our May 6, 2008 Board of Directors meeting.
ITEM
9.01. Financial Statements and
Exhibits
(d) Exhibits
99.1 Press
Release of Pacer International, Inc. dated May 6, 2008 (furnished pursuant to
Item 2.02).
SIGNATURE
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.
PACER
INTERNATIONAL, INC.
A Tennessee
Corporation
Dated: May 6,
2008 By: /s/ Lawrence C.
Yarberry
Executive
Vice President and Chief
Financial
Officer
INDEX
TO EXHIBITS
EXHIBIT
NUMBER
99.1 Press Release
of Pacer International, Inc. dated May 6, 2008 (furnished pursuant to Item
2.02).