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):
July
25,
2007
__________________________________________________________________
CELADON
GROUP, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-23192
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13-3361050
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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9503
East 33rd
Street
One
Celadon Drive, Indianapolis, IN
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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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Resignation
of Chris Hines
On
July 25, 2007, non-employee director
Chris Hines, tendered his resignation as a member of the Board of Directors
(the
"Board") of Celadon Group, Inc., a Delaware corporation (the "Company"),
effective on that date, in connection with his acceptance of the position of
President and Chief Operating Officer of the Company.
Election
of Catherine Langham
Following
Mr. Hines’ resignation as a
member of the Board on June 25, 2007, the Board elected Catherine Langham as
a
director, effective immediately, to hold office until the next
election of directors and until her successor is duly elected and qualified
or
until her earlier resignation or removal. Ms. Langham will serve on
both of the Board's committees (audit and corporate governance and compensation
and nominating). The Board has concluded that Ms. Langham is
independent in accordance with the director independence standards established
under Rule 4200(a)(15) of the National Association of Securities Dealers, Inc.,
and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as
amended.
Ms.
Langham is President and Chief
Executive Officer of Langham Logistics, Inc. ("LLI"), a global freight
management company specializing in expedited transportation, warehousing, and
distribution based in Indianapolis, Indiana. Ms. Langham has been
with LLI since its inception over nineteen years ago and brings over twenty
years of experience in the logistics industry. Previously, Ms.
Langham was a director of Marsh Supermarket, Inc. from 1998 through September
2006, where she also served on the audit and executive
committees. Ms. Langham currently serves as a director of The Finish
Line, Inc., Chairperson of the Greater Indianapolis Chamber of Commerce, and
as
a member of the Regions Bank Board of Advisors. Ms. Langham is a
former chairperson of the Indiana Board of the National Association of Women
Business Owners and of the Air Forwarders Association.
There
are no arrangements or
understandings between Ms. Langham and any other persons pursuant to which
she
was selected as a director, nor are there any transactions of the type described
in Item 404(a) of Regulation S-K.
Retirement
of Thomas Glaser and Entry into Separation Agreement
On
July 25, 2007, Thomas Glaser retired
from his position as the Company's President and Chief Operating Officer,
effective immediately. Mr. Glaser and the Celadon Trucking Services,
Inc. ("CTSI"), a subsidiary of the Company, have entered into a Separation
Agreement, General Release, Consulting Agreement, and Non-Competition,
Non-Disclosure, and Non-Solicitation Agreement dated July 25, 2007 (the
"Agreement").
Under
the Agreement, CTSI will pay Mr.
Glaser his current salary through August 3, 2008, and continue certain
employment related insurance benefits and auto benefits through August 31,
2007. Mr. Glaser will be permitted to exercise the vested portion of
stock options previously granted to him on or before September 4, 2007, and
to
receive payment for the vested portion of stock appreciation rights previously
granted to him based upon the market price of the Company's stock at the
close
of the market on Friday, August 3, 2007, Mr. Glaser's last day of employment
with the Company.
In
addition, the Company will allow Mr.
Glaser’s restricted stock grants granted to him October 30, 2003, to continue to
vest through October 30, 2007. An additional 14,062 shares would
vest pursuant to such arrangement. In consideration of the foregoing,
Mr. Glaser has agreed to furnish certain transportation consulting services
as
further described in the Agreement and to certain restrictions on (i) disclosure
of proprietary information of the Company, (ii) disparagement of the Company,
(iii) solicitation of the Company's employees, customers, and independent
contractors, and (iv) engagement in competition with the Company for a period
of
twenty-four months. The Company and Mr. Glaser also have agreed to
enter into mutual releases.
The
above summary of the material terms
of the Agreement is qualified in its entirety by reference to the full text
of
the Agreement, which will be filed with the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended September 30, 2007.
Appointment
of Chris Hines to President and Chief Operating Officer of the
Company
The
Board appointed Chris Hines, age
47, as the Company's President and Chief Operating Officer, effective
immediately. Mr. Hines previously served as a director of the Company
from July 1, 2006, until July 25, 2007. Prior to his appointment to
President and Chief Operating Officer of the Company, Mr. Hines served as the
President and Chief Operating Officer of Tripmaster Corp., an onboard computer
and asset management company primarily serving the trucking industry from June
2006 through July 2007. From 2004 to 2006, Mr. Hines was the
President and Chief Executive Officer of Atipical Holdings, Inc., a business
focused on asset management, equipment finance, and backroom productivity
solutions. From 2003 to 2004, Mr. Hines served as President of
Pegasus Transtech, a provider of imaging-based business process and workflow
solutions. In 2003, Mr. Hines served as Executive Vice President of
Terion, Inc., a provider of satellite equipment tracking hardware and
software. From 1986 to 2002, Mr. Hines served in various roles with
TIP North American, a G.E. Capital subsidiary offering trailer financing
services, including serving as President from 2000 to 2002. Mr. Hines
has served on the Truckload Carriers of America Board of Directors since
2001.
Mr.
Hines’ salary and other
compensation arrangements are subject to approval by the Compensation and
Nominating Committee (the "Compensation Committee") of the Board of the
Company. Upon final determination and approval by the Compensation
Committee, the Company will cause the disclosure of such information on a
subsequent Current Report on Form 8-K and such other SEC reports as may be
required.
Like
other executive officers of the
Company, Mr. Hines will not have an employment agreement with the Company.
There
are no transactions between Mr. Hines and the Company of the type described
in
Item 404(a) of Regulation S-K.
In
connection with the foregoing, the
Company issued a press release which was filed as Exhibit 99 to the Current
Report on Form 8-K filed with the SEC on July 26, 2007, and such exhibit is
incorporated herein by reference.
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Item
7.01
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Regulation
FD Disclosure.
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On
July 25, 2007, the Company issued a
press release after the close of the market announcing the (i) financial and
operating results of the Company for the fourth fiscal quarter and year ended
June 30, 2007; (ii) resignation of Chris Hines from its Board; (iii) election
of
Catherine Langham to the Board; (iv) retirement of Thomas Glaser from President
and Chief Operating Officer of the Company; and (v) appointment of Chris Hines
to President and Chief Operating Officer of the Company. A press release
correcting certain minor computational errors in the financial information
described under clause (i) above and replacing the previous press release was
issued prior to the open of the market on July 26, 2007. The
corrected copy of the press release was subsequently filed as Exhibit 99 to
the
Current Report on Form 8-K filed with the SEC on July 26, 2007, and is
incorporated herein by reference.
The
information contained in this Item
7.01 and the exhibit incorporated herein by reference shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the
"Exchange Act"), or incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be expressly
set
forth by specific reference in such a filing.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits.
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EXHIBIT
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NUMBER
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EXHIBIT
DESCRIPTION
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99
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Celadon
Group, Inc. press release announcing financial and operating results
for
the fourth fiscal quarter and year ended June 30, 2007 and certain
management changes (incorporated herein by reference to Exhibit 99
to the
Current Report on Form 8-K filed with the SEC on July 26,
2007).
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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:
July 31, 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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EXHIBIT
INDEX
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EXHIBIT
NUMBER
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EXHIBIT
DESCRIPTION
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99
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Celadon
Group, Inc. press release announcing financial and operating results
for
the fourth fiscal quarter and year ended June 30, 2007 and certain
management changes (incorporated herein by reference to Exhibit 99
to the
Current Report on Form 8-K filed with the SEC on July 26,
2007).
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