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
12, 2006
__________________________________________________________________
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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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
1.01 Entry into a Material
Definitive Agreement.
On
January 12, 2006, the Compensation Committee of the Board of Directors
(“Committee”) of Celadon Group, Inc., a Delaware corporation (the “Company”),
met to determine the award of cash and equity compensation for non-employee
directors and certain executive officers under the Company’s 2006 Omnibus
Incentive Plan (“Plan”). The Committee reviewed and approved the following
compensation arrangements:
NON-EMPLOYEE
DIRECTOR CASH COMPENSATION
As
previously reported in the Company’s definitive proxy statement (the “Proxy
Statement”) filed with the Securities and Exchange Commission (“Commission”) on
December 19, 2005, in fiscal 2005, the Board of Directors approved an increase
in the annual retainer provided to non-employee directors to $27,500. In
addition, non-employee directors receive an annual retainer of $2,500 for each
Board committee on which they serve, and the Lead Director and Audit Committee
Chairman receive additional annual retainers of $5,000 and $2,500, respectively.
Typically,
non-employee directors also receive equity compensation as part of their
compensation package. The April 2005 grant to the Company’s non-employee
directors of an option to purchase 4,000 shares at $18.30 per share was
defective since the underlying plan had expired. In recognition of that fact,
the Committee approved the one time cash payment of $42,080 to each non-employee
director. Such payment represents the in-the-money value of the option based
upon the January 12, 2006 closing price of our common stock.
Aside
from the cash compensation detailed above, non-employee directors also are
reimbursed for their expenses incurred in attending Board and committee
meetings. There are no fees based upon number of meetings attended.
NON-EMPLOYEE
DIRECTOR EQUITY COMPENSATION
Non-employee
directors received a grant of 7,500 stock options on January 12, 2006, following
approval of the Plan by our stockholders. The options will vest 25% on January
26, 2006, and the first, second, and third anniversaries of the date of grant.
The options terminate after ten years and have an exercise price of $28.82,
the
closing price of the Company’s common stock as reported on the Nasdaq National
Market on the grant date. The grant of options to purchase 7,500 shares was
consistent with the disclosure in the Proxy Statement.
EXECUTIVE
EQUITY COMPENSATION
Each
of
our named executive officers and certain other recipients received stock options
and restricted stock awards on January 12, 2006, following approval of the
Plan
by our stockholders. The options will vest 25% on the first through fourth
anniversaries of the date of grant, terminate after ten years, and have an
exercise price of $28.82, the closing price of the Company’s common stock as
reported on the Nasdaq National Market on the grant date.
The
restricted stock awards are subject to certain performance vesting targets
tied
to an adjusted earnings per share calculation, which shall be measured as
diluted earnings per share as reported in the audited financial statements
for
the applicable fiscal year adjusted for changes in compensation expense caused
by the stock market price change during the applicable fiscal 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 2006 goal may not so qualify.
The
restricted stock awards generally vest upon the achievement of the performance
target, with the possibility of accelerated vesting upon the achievement of
a
performance target for a future year. For performance targets relating to fiscal
2006, there is also a time-vesting requirement such that the vesting does not
occur until January 12, 2007. The restricted stock awards contain forfeiture
provisions as determined by the Committee at the date of grant.
The
following table sets forth the awards to each of our named executive officers,
directors, and other recipients as a group. These awards were consistent with
the disclosure in the Proxy Statement.
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Name
and Position
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Stock
Options
Grants
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Restricted
Stock
Awards
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|||||
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Stephen
Russell
Chairman
and Chief Executive Officer
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126,000
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24,000
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|||||
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Thomas
Glaser
President
and Chief Operating Officer
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46,200
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8,800
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|||||
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Paul
Will
Executive
Vice-President,
Chief
Financial Officer,
Treasurer,
and Assistant Secretary
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37,800
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7,200
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|||||
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Kenneth
Core
Vice
President and Secretary
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4,200
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800
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|||||
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Sergio
Hernandez
Vice
President-Mexico
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4,200
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800
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|||||
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Paul
Biddelman
Director
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7,500
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0
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|||||
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Anthony
Heyworth
Director
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7,500
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0
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|||||
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Michael
Miller
Director
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7,500
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0
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|||||
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All
Other Recipients
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65,520
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12,480
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|||||
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Total
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306,420
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54,080
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|||||
EXECUTIVE
SALARY COMPENSATION
On
January 12, 2006, the Committee approved a salary increase 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, from an annualized $200,000 each to $225,000 each effective
January 1, 2006. As discussed in the Proxy Statement, the salary of the
Company’s Chairman and Chief Executive Officer, Stephen Russell, is established
pursuant to an employment agreement and is adjusted annually on January 21st
for
increases in the Consumer Price Index. Mr. Russell’s current base salary is
$601,599.
Item
8.01 Other
Events.
On
January 12, 2006, at the Annual Meeting of Stockholders (“Annual Meeting”) our
stockholders approved our Amended and Restated Articles of Incorporation, which
increased the number of our authorized common stock from Twelve Million
(12,000,000) to Forty Million (40,000,000) shares. While at the Annual Meeting,
our stockholders also approved the Plan set forth above in Item
1.01.
We
will
be registering the securities issuable under the Plan with the Commission on
Form S-8 as soon as practicable. We also expect to file our Amended and Restated
Articles of Incorporation with the Secretary of State of Delaware, our state
of
incorporation, as soon as practicable.
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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||
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Date:
January 18, 2006
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By:
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/s/
Stephen
Russell
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Stephen
Russell
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||
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Chairman
and Chief Executive Officer
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