FORM 12b-25

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

Part I - Registrant Information

CELADON GROUP INC

Full Name of Registrant

 

Former Name if Applicable

9503 East 33rd Street, One Celadon Drive

Address of Principal Executive Office (Street and Number)

Indianapolis, IN 46235

City, State and Zip Code

Part II - Rules 12b-25(b) and (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed.(Check box if appropriate.)

Part III - Narrative

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

On February 7, 2017, the Indiana Court of Appeals affirmed summary judgment in the matter of Wilmoth et al v. Celadon Trucking Services, Inc., a subsidiary of the registrant, regarding a complaint that was originally filed in 2013. As previously disclosed in the registrant's filings with the Securities and Exchange Commission, this matter was a contingency with no reserve accrued because an unfavorable result was not deemed probable. Although the registrant intends to further appeal the matter, there is no assurance the Indiana Supreme Court would accept the appeal. Accordingly, the registrant assessed that the likelihood of a favorable outcome has now decreased and anticipates accruing between approximately $4.5 million and $5.0 million, pretax, in respect of this matter. Due to the timing of the Indiana Court of Appeals decision, and the need to determine the amount of, and record, the accrual in the registrant’s financial statements, as well as update related disclosures, the registrant’s filing of its Quarterly Report on Form 10-Q for its second fiscal quarter ended December 31, 2016 will be delayed.

Part IV - Other Information

1. Name and telephone number of person to contact in regard to this notification

   Bobby Peavler	317	972-7000 ext. 23638
   (Name)	(Area Code)	(Telephone Number)

2. Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?

   Yes

   √

   No

   If answer is no, identify report(s).

    

3. Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

   Yes

   √

   No

   If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

   Other than the accrual and related expenses, including income taxes, in respect of the judgment described above, the registrant presently expects that the statement of operations to be included in the Form 10-Q will be consistent with the statement of operations accompanying the registrant's press release dated February 1, 2017, attached as Exhibit 99.1 to its Form 8-K furnished to the Securities and Exchange Commission on February 2, 2017.