UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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

~~Pursuant~~Date toof ~~Section 13~~Report ~~or 15~~(d)Date of ~~the~~earliest ~~Securities~~event ~~Exchange~~reported): ~~Act~~February of22, ~~1934~~2011

Date of Report (Date of earliest event reported): February 18, 2011

DYNAMEX INC.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation)	000-21057 (Commission File Number)	86-0712225 (I.R.S. Employer Identification No.)

5429 LBJ Freeway, Suite 1000		75240
Dallas, Texas		(Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code: (214) 560-9000

(214) 560-9000

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 5.07. Submission of Matters to a Vote of Security Holders.

Item 2.01		Completion of Acquisition or Disposition of Assets.

Item 3.01		Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Item 3.03		Material Modifications to Rights of Security Holders.

A The ~~special~~previously ~~meeting~~announced ofmerger ~~the stockholders~~ of ~~Dynamex~~TransForce ~~Inc.~~Acquisition ~~(the “Company”) was held on February 18~~Corp., ~~2011 at 9:00~~ a~~.m.~~ ~~local~~Delaware ~~time, at the offices of the Company, 5429 LBJ Freeway, Suite 900, Dallas, Texas. The stockholders of the Company voted on the following two proposals at the special meeting:~~ corporation (i“Merger Sub”) a ~~proposal to adopt the Agreement~~ and ~~Plan~~indirect ofwholly ~~Merger,~~owned ~~dated~~subsidiary as of ~~December 14, 2010, as it may be amended from time to time, among the Company,~~ TransForce Inc., a Canadian corporation (“Parent”), with and ~~TransForce~~into ~~Acquisition~~Dynamex ~~Corp~~Inc., a Delaware corporation ~~and indirect wholly-owned subsidiary of Parent~~ (~~“Merger~~the ~~Sub~~“Company”), ~~pursuant to which Merger Sub will merge~~ with ~~and into~~ the Company, surviving ~~with~~ the ~~Company~~merger ~~continuing~~ as ~~the surviving corporation and~~ an indirect wholly- owned subsidiary of Parent ~~and~~ (~~ii) a proposal to adjourn~~ the ~~special meeting~~“Merger”), ifwas ~~necessary~~completed on ~~or appropriate~~February 22, ~~to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the Agreement and Plan of Merger~~2011.

As Pursuant to an Agreement and Plan of Merger (the ~~record~~“Merger ~~date~~Agreement”), ~~the~~dated ~~issued~~as of December 14, 2010, among Parent, Merger Sub and the Company, at the effective time of the Merger, each outstanding ~~shares~~share of the Company’s common stock of(“Common Stock”) (except for certain shares held by the Company, ~~entitled~~Parent toor ~~vote~~Merger atSub and shares held by stockholders who have properly exercised appraisal rights) was converted into the ~~special~~right ~~meeting~~to ~~consisted~~receive ofUS$25.00 9in cash,~~736~~ without interest,~~251~~ ~~shares~~less any ofapplicable ~~common~~withholding ~~stock~~taxes. A ~~quorum~~Upon ~~was~~the ~~present~~effective attime of the ~~special~~Merger, ~~meeting~~holders of Common Stock immediately prior to the effective time of the Merger ceased to have any rights as stockholders of the Company, other than the right to receive the merger consideration.

~~The~~ In ~~proposal~~connection towith ~~adopt~~the closing of the ~~Agreement~~Merger, ~~and~~the ~~Plan~~Company notified NASDAQ on February 22, 2011 that shares of ~~Merger~~Common ~~was~~Stock, ~~approved~~were bygenerally converted into the ~~Company’s~~right ~~stockholders~~to receive US$25. ~~The~~00 ~~results~~in ofcash, without interest, and requested that NASDAQ file with the ~~vote~~Securities and Exchange Commission an application on ~~this~~Form 25 ~~proposal~~to ~~were:~~report that the shares of Common Stock are no longer listed on NASDAQ.

FOR	AGAINST	ABSTAIN
8,150,313	6,403	635

The Merger Agreement filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 15, 2010 is incorporated by reference in this Section 2.01, 3.01 and Section 3.03.

~~The~~Item ~~proposal~~5.01 toChanges ~~adjourn~~in ~~the~~Control ~~special meeting, if necessary or appropriate, was approved by the Company’s stockholders. The results~~ of ~~the vote on this proposal were:~~Registrant.

FOR	AGAINST	ABSTAIN
7,671,248	485,768	335

As a result of the Merger, the Company became an indirect wholly owned subsidiary of Parent resulting in a change of control of the Company. The aggregate purchase price paid for all of the equity securities of the Company was approximately US$248 million, which purchase price Parent funded from cash on hand and committed availability under its credit facility. To the Company’s knowledge, there are no arrangements, including any pledge by any person of securities of the Company or Parent, the operation of which may at a subsequent date result in a further change of control of the Company.

~~Adjournment~~ A copy of the ~~special~~press ~~meeting~~release ~~was~~issued ~~not~~by ~~necessary~~the orCompany ~~appropriate~~on ~~because~~February 23, ~~there~~2011 ~~were~~announcing ~~sufficient~~the consummation ~~votes~~of at the ~~time~~Merger ofis ~~the~~attached ~~special~~as ~~meeting~~Exhibit 99.1 to ~~adopt~~this ~~the~~Current ~~Agreement~~Report on Form 8-K and ~~Plan~~is incorporated ofby ~~Merger~~reference in this Item 5.01.

No The ~~broker~~information ~~non-votes~~set ~~were~~forth ~~cast~~in ~~with~~Items ~~respect~~2.01, to3.03 ~~any item of business presented at the special meeting because the stockholders of the Company only considered~~ and ~~voted upon non-routine matters~~5. ~~The~~02 ~~items~~ of ~~business~~this ~~upon~~Current ~~which~~Report ~~the stockholders of the Company voted at the special meeting are more fully described in the Definitive Proxy Statement~~ on ~~Schedule~~Form ~~14A~~8-K ~~filed~~is incorporated ~~with the Securities and Exchange Commission~~ by ~~the~~reference ~~Company~~in onthis ~~January~~Item ~~14, 2011~~5.01.

Item 75.~~01.~~02 ~~Regulation~~Departure FDof ~~Disclosure~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On At ~~February 18, 2011,~~ the ~~Company~~effective ~~issued~~time aof ~~press release announcing that~~ the ~~stockholders~~Merger, each of the Company’s ~~approved~~seven ~~the~~directors ~~Agreement~~(Richard ~~and~~K. McClelland, ~~Plan~~Wayne ofKern, ~~Merger~~Stephen atSmiley, aBrian ~~special~~Hughes, ~~meeting~~Bruce ofRanck, ~~stockholders.~~Craig ALentzsh ~~copy~~and ofJames ~~the~~Welch) voluntarily ~~press~~resigned ~~release is furnished~~ as ~~Exhibit 99.1~~directors ~~and~~of isthe ~~incorporated herein by reference~~Company.

In At ~~accordance~~the ~~with~~effective ~~general~~time ~~instruction~~of ~~B.2~~the ~~to Form 8-K~~Merger, the ~~information~~then incurrent ~~this~~directors ~~Form~~of ~~8-K~~Merger ~~under~~Sub, ~~Item~~Alain ~~7.01~~Bédard, the ~~(Regulation~~Chairman, FDPresident ~~Disclosure)~~and ~~shall~~Chief beExecutive ~~deemed~~Officer ~~“furnished”~~of Parent, and ~~not~~Russ ~~filed~~Watterson, ~~with~~a ~~the~~consultant ~~SEC~~of Parent, ~~for~~became ~~purposes~~directors of ~~Section~~the 18Company, ofas the ~~Securities~~surviving ~~Exchange~~corporation ~~Act~~ of ~~1934,~~the ~~as amended~~Merger.

Item 95.~~01.~~03 ~~Exhibits~~Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

~~(d)~~ Pursuant ~~Exhibits~~to the Merger Agreement, at the effective time of the Merger, the certificate of incorporation of the Company was amended and restated in its entirety. A copy of the Certificate of Merger effecting the amendment and

~~Exhibit No. Description~~2

~~Exhibit~~restatement ~~99.1~~of ~~Press~~the ~~release~~Company’s certificate of ~~Dynamex~~incorporation ~~Inc~~is attached as Exhibit 3.1 ~~dated~~to ~~February~~this ~~18,~~Current ~~2011~~Report on Form 8-K and incorporated herein by reference.

Pursuant to the Merger Agreement, at the effective time of the Merger, the bylaws of the Company were amended and restated in their entirety. Pursuant to the Company’s amended and restated bylaws, the Company’s fiscal year begins on the first day of January of each calendar year and ends on the last day of December of the same calendar year. The amended and restated bylaws of the Company are attached as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01		Financial Statements and Exhibits.

(d)		Exhibits.

3.1		Certificate of Merger

3.2		Amended and Restated Bylaws of Dynamex Inc.

99.1		Press Release Issued by Dynamex Inc. on February 23, 2011 announcing the consummation of the Merger

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 thereunto duly authorized.

	DYNAMEX INC.
Dated: February 18, 2011
Dated: February 23, 2011
	By:	/s/ Ray E. Schmitz
		Ray E. Schmitz
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No. Description


Exhibit No.		Description
Exhibit 3.1		Certificate of Merger

Exhibit 3.2		Amended and Restated Bylaws of Dynamex Inc.

Exhibit 99.1		Press Release Issued by Dynamex Inc. on February 23, 2011 announcing the consummation of the Merger

Exhibit 99.1 Press release of Dynamex Inc. dated February 18, 2011.

Filing Compare · DYNAMEX INC