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):
October
6, 2006
__________________________________________________________________
CELADON
GROUP, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-23192
|
13-3361050
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
9503
East 33rd
Street
One
Celadon Drive, Indianapolis, IN
|
46235
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(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:
|
[
]
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
|
[
]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
[
]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
|
[
]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
Item
1.01 Entry
into a Material Definitive Agreement.
The
disclosures set forth under Item 2.01 of this Current Report on Form 8-K are
incorporated herein by reference.
Item
2.01 Completion
of
Acquisition or Disposition of Assets.
On
Friday, October 6, 2006, a wholly owned subsidiary of Celadon Group, Inc.,
a
Delaware corporation (the “Company”), entered into and closed an Asset Purchase
Agreement (the “Agreement”) with Erin Truckways LTD., d/b/a Digby Truck Lines
Inc. (“Digby”). The Agreement provides for the purchase of the truckload
business and approximately 270 tractors and 590 trailers of Digby for
approximately $21 million. The acquisition was funded with available borrowing
under the Company’s revolving line of credit.
There
was
no material relationship between Digby and the Company or any of the Company’s
affiliates, directors, or officers, or any associate of the Company’s directors
or officers.
Item
7.01 Regulation
FD
Disclosure.
On
Monday, October 9, 2006, the Company issued a press release announcing the
acquisition. The full text of the press release, dated October 9, 2006, is
attached as Exhibit 99 to this Current Report on Form 8-K and is incorporated
by
reference herein. The information in this Item 7.01 and in Exhibit 99 to this
report shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by
reference in any filing under the Securities Act of 1933, as amended (the
“Securities Act”) or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.
The
information in this report and the exhibit hereto may contain “forward-looking
statements” within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act. Such statements are made based on the current beliefs
and expectations of the Company’s management and are subject to significant
risks and uncertainties. Actual results or events may differ from those
anticipated by forward-looking statements. Please refer to the last paragraph
of
the attached press release and various disclosures by the Company in its press
releases, stockholder reports, and filings with the Securities and Exchange
Commission for information concerning risks, uncertainties, and other factors
that may affect future results.
Item
9.01 Financial
Statements and Exhibits.
|
(d)
|
Exhibits.
|
|||
|
EXHIBIT
|
||||
|
NUMBER
|
EXHIBIT
DESCRIPTION
|
|||
|
Celadon
Group, Inc. press release announcing
acquisition
|
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.
|
CELADON
GROUP, INC.
|
||
|
Date:
October 12, 2006
|
By:
|
/s/
Stephen Russell
|
|
Stephen
Russell
|
||
|
Chairman
and Chief Executive Officer
|
EXHIBIT
INDEX
|
EXHIBIT
NUMBER
|
EXHIBIT
DESCRIPTION
|
|
|
Celadon
Group, Inc. press release announcing acquisition
|
||