UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

EXPRESS-1 EXPEDITED SOLUTIONS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		000-49606		03-0450326
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

429 Post Road, Buchanan, Michigan 49107
(Address of principal executive offices — zip code)

(269) 695-4920
(Registrant’s telephone number, including area code)

Segementz, Inc.
(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):

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 5.03 AMENDMENTS TO ARTICLES OR INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

On June 1, 2006, Express-1 Expedited Solutions, Inc., announced that it has changed its name to Express-1 Expedited Solutions, Inc. from Segmentz, Inc. A Certificate of Amendment was filed with the Delaware Secretary of State changing the company’s name on June 1, 2006.

ITEM 7.01 REGULATION FD DISCLOSURE

A copy of the press release announcing the name change is furnished as Exhibit 99.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.		Exhibit Description
3		Certificate of Amendment to Certificate of Incorporation, dated June 1, 2006.
99		Press Release dated June 6, 2006.

SIGNATURE

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

EXHIBIT INDEX

Exhibit No.		Exhibit Description
3		Certificate of Amendment to Certificate of Incorporation, dated June 1, 2006.
99		Press Release dated June 6, 2006.

Exhibit 3

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
SEGMENTZ, INC.

     Pursuant to Section 242 of the General Corporation Law of the State of Delaware, the undersigned officer of Segmentz, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, certifies:

     FIRST: This Certificate of Amendment was authorized and approved by the Board of Directors on February 28, 2006, and by the holders of a majority of the Corporation’s issued and outstanding voting capital stock on May 31, 2006.

     SECOND: Article I of the Certificate of Incorporation is deleted in its entirety and replaced with the following:

“ARTICLE I
CORPORATE NAME

     The name of this Corporation shall be: EXPRESS-1 EXPEDITED SOLUTIONS, INC. “

     IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly executed by its Chief Financial Officer this May 31, 2006.

Exhibit 99

Press Release		Source: Express-1 Expedited Solutions, Inc.

Segmentz Changes Name to Express-1 Expedited Solutions, Inc.

Tuesday June 6, 8:44 am ET

 
New Stock Symbol XPO

 
Board Also Approves Cash Payment for 2006 Earn-Out

BUCHANAN, Mich.—(BUSINESS WIRE)—June 6, 2006—The shareholders at Segmentz May 31st annual meeting overwhelming approved to amend it’s Articles of Incorporation to change the company’s name to Express-1 Expedited Solutions, Inc. The Board of Directors and management believes the name change will better describe the Company as it has evolved from its restructuring. The company believes that the name change is consistent with its efforts to grow its Expedited Transportation business. The company plans on focusing its resources on Expedited Transportation. The name will leverage the significant marketing efforts that have been undertaken by the Company on behalf of Express-1 and should also provide a better understanding of the Company’s mission and strategic vision. The company has also changed its trading symbol on the American Stock Exchange from “SZI” to “XPO”.

In other action, the board of directors voted to complete the $1,710,000 earn-out payment from 2005, with a cash payment, rather than stock. CFO Mark Patterson said, “Due to our strong cash position we felt it was appropriate to complete the 2005 acquisition earn-out payments with cash, as opposed to the previously intended use of common stock. As you will recall, we committed to issuing approximately 259,000 shares of stock to satisfy the remaining payments related to 2005, earlier in the year. Fulfilling this remaining obligation in cash provides more value to our shareholders, at this time. We will continue to monitor our cash position and make a determination on the remaining acquisition earn-out payments due in 2007 and 2008, as we get closer to those dates.”

About Express-1 Expedited Solutions, Inc.

Express-1 provides expedited transportation services to more than 1,000 organizations, ranging from mid-sized companies to the Fortune 500. The Company specializes in same-day and next-day pick up and delivery. To maximize flexibility and minimize overhead, Express-1 maintains a non-asset-based business model and utilizes a fleet of professional, independent owner operators. The Company has a state-of-the-art 24/7 call center utilizing an advanced communications technology and dispatch infrastructure that covers the 48 continental U.S. states and Canada. Express-1 Expedited Solutions, Inc. is publicly traded on the American Stock Exchange under the symbol XPO. For more information about the Company, visit www.express-1.com.

Contact:
Express-1
Jeff Curry, 269-695-4955
jeff.curry@express-1.com