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):
June
28,
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)
|
(IRS
Employer
Identification
No.)
|
|
9503
East 33rd
Street
One
Celadon Drive, Indianapolis, IN
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46235
|
|
(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 Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
Resignation
of Paul Biddelman
On
June
30, 2006, Paul Biddelman tendered his resignation as a member of the Board
of
Directors of Celadon Group, Inc., a Delaware corporation (the "Company"),
effective on that date.
Election
of Chris Hines
Following
Mr. Biddelman's resignation on June 30, 2006, the Board of Directors of the
Company elected Chris Hines as a director effective July 1, 2006 to hold office
until the next election of directors and until his successor is duly elected
and
qualified or until his earlier resignation or removal. Mr. Hines will serve
on
all of the Board's committees (audit and corporate governance, compensation
and
nominating). The Board of Directors has concluded that Mr. Hines 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 (the "Exchange
Act").
There
are
no arrangements or understandings between Mr. Hines and any other persons
pursuant to which he was selected as a director, nor are there any transactions
required to be disclosed herein pursuant to Item 404(a) of Regulation S-K.
Item
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Effective
June 28, 2006, the Board of Directors of the Company amended the Company's
By-Laws (i) to authorize the directors to fill newly created directorships
resulting from any increase in the authorized number of directorships and any
vacancies on the Board resulting from death, resignation, retirement,
disqualification, removal from office, or other cause by the affirmative vote
of
a majority of the remaining directors then in office even if less than a quorum
of the Board or by a sole remaining director, with a director so chosen to
hold
office until the next election of directors and until his or her successor
is
duly elected and qualified or until his or her earlier resignation or removal,
and (ii) to confirm that actions and consents taken by the Board may be executed
in any number of counterparts with the same effect as if all of the directors
executed the same document.
Prior
to
the amendment, Article III, Section 2 of the Company's By-Laws provided that
vacancies and newly created directorships resulting from any increase in the
authorized number of directors shall be filled by the Company's stockholders,
and Article III, Section 8 did not explicitly declare that actions and consents
taken by the Board may be executed in any number of counterparts with the same
effect as if all of the directors executed the same document.
The
foregoing summary of the amendment to the Company's By-Laws is qualified in
its
entirety by reference to the relevant provisions of the Company's Amended and
Restated By-Laws, which are incorporated herein by reference to Exhibit 3 to
this report.
Item
7.01 Regulation
FD Disclosure.
On
July
3, 2006, the Company issued a press release after the close of the market
announcing that Paul Biddelman has resigned from its Board of Directors and
has
been replaced by Chris Hines. A copy of the press release is attached to this
report as Exhibit 99.
The information contained in this Item 7.01 and the exhibit hereto shall not
be
deemed "filed" for purposes of Section 18 of 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.
Item
9.01 Financial
Statements and Exhibits.
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(c)
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Exhibits.
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EXHIBIT
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||||
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NUMBER
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EXHIBIT
DESCRIPTION
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|||
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3
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Amended
and Restated By-Laws of the Company
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|||
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99
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Celadon
Group, Inc. press release announcing that Paul Biddelman has resigned
from
the Board of Directors and has been replaced by Chris
Hines
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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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||
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Date:
July 3, 2006
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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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Amended
and Restated By-Laws of the Company
|
||
|
Celadon
Group, Inc. press release announcing that Paul Biddelman has resigned
from
the Board of Directors and has been replaced by Chris
Hines
|