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):
January
31, 2007
__________________________________________________________________
CELADON GROUP, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-23192
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13-3361050
|
|
(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
|
|
9503
East 33rd Street
Indianapolis,
Indiana
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46235
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(Address
of principal executive offices)
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(Zip
Code)
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(317)
972-7000
(Registrant's
telephone number, including area code)
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:
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[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers
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On
January 31, 2007, the Compensation Committee of the Board of Directors (the
“Committee”) of Celadon Group, Inc., a Delaware corporation (the “Company”), met
(a) to determine the award of equity compensation for certain named executive
officers and other employees under the Company’s 2006 Omnibus Incentive Plan,
(b) to revise the compensation of our non-employee directors, and (c) to review
salary compensation for certain named executive officers. The Committee reviewed
and approved the following compensation arrangements:
EXECUTIVE
EQUITY COMPENSATION
Kenneth
Core and Sergio Hernandez, two of our named executive officers, and other
employees received restricted stock awards on January 31, 2007. The restricted
stock awards are subject to certain performance vesting targets tied to
achievement of at least ninety percent (90%) of the annual budget, as approved
by our Board of Directors for the applicable year. The grants are intended
to be
“performance-based” compensation for purposes of Section 162(m) of the Internal
Revenue Code; however the amounts eligible to vest for achievement of the fiscal
2007 goal may not qualify.
The
restricted stock awards will vest upon the achievement of the performance target
for the applicable year beginning with fiscal 2007. In the event a performance
target is not met, the restricted stock that otherwise would have vested instead
will be forfeited. The restricted stock awards contain additional forfeiture
provisions as determined by the Committee at the date of grant.
The
following table sets forth the awards to each of Kenneth Core, Sergio Hernandez,
and other recipients as a group.
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Name
and Position
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Restricted
Stock Awards
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Kenneth
Core
Vice
President and Secretary
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3,000
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Sergio
Hernandez
Vice
President-Mexico
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2,000
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All
Other Recipients
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55,000
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Total
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60,000
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NON-EMPLOYEE
DIRECTOR COMPENSATION
Effective
January 31, 2007, we adopted a new compensation program for our three
non-employee directors, with target annual compensation of approximately
$100,000 per director. We established cash compensation of $35,000, plus $2,500
for serving as a committee chair and $5,000 for serving as lead director. There
are no meeting or committee membership fees. In addition, we established equity
compensation of approximately $65,000 (rounded to the nearest share). For fiscal
2007 and 2008, the equity compensation will consist of approximately $19,333
in
financial statement value (based on a Black-Scholes calculation) of stock
options granted in fiscal 2005 that will vest in fiscal 2007 and 2008, plus
a
number of shares of restricted stock equal to $45,667 divided by the stock
price
on the date of grant. Under this arrangement, our non-employee directors,
Anthony Heyworth, Chris Hines, and Michael Miller, received restricted stock
awards in the amount of 2,720 shares of the Company’s common stock on January
31, 2007. The restricted stock awards will vest entirely on the date of the
next
Annual Meeting of Stockholders of the Company. The shares must be held for
a
minimum of two years following the vesting date so long as the recipient remains
a director. Future grants are expected to be made on the date of the annual
meeting.
EXECUTIVE
SALARY COMPENSATION
On
January 31, 2007, the Committee approved salary increases for Thomas Glaser,
the
Company’s President and Chief Operating Officer, and Paul Will, the Company’s
Executive Vice President, Chief Financial Officer, Treasurer, and Assistant
Secretary. The salary for each was increased from an annualized $225,000 to
$237,000, effective April 1, 2007.
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.
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CELADON
GROUP, INC.
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Date:
February 6, 2007
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By:
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/s/
Stephen
Russell
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Stephen
Russell
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Chairman
and Chief Executive Officer
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