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):
August
8,
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 33 rd
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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Election
of Paul Will to Board of Directors
On
August
8, 2007, the Board of Directors (the "Board") of Celadon Group, Inc., a Delaware
corporation (the "Company"), elected Paul Will as a director, effective
immediately, 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. Will was also named Vice Chairman of the
Board.
Mr.
Will
has been the Executive Vice President, Chief Financial Officer, Assistant
Secretary, and Treasurer of the Company since April 2004. He was
Executive Vice President, Chief Financial Officer, Assistant Secretary, and
Treasurer from February 2004 to April 2004; Executive Vice President, Chief
Financial Officer, Secretary, and Assistant Treasurer from May 2002 to January
2004; Executive Vice President, Chief Financial Officer, Assistant Secretary,
and Assistant Treasurer from September 2001 to May 2002; Vice President, Chief
Financial Officer, Assistant Secretary, and Assistant Treasurer from December
2000 to September 2001; Vice President, Chief Financial Officer, and Secretary
from December 1998 to December 2000; Vice President, Secretary, and Controller
from September 1996 to December 1998; Vice President and Controller for Celadon
Trucking Services, Inc., a wholly-owned subsidiary of the Company ("CTSI"),
from
January 1996 to September 1996; and Controller from September 1993 to January
1996. Mr. Will is a certified public accountant and currently serves
as Chairman of the American Trucking Associations' National Accounting and
Finance Council.
Appointment
of Officers
On
August
8, 2007, the Board enacted certain management changes whereby Jon Russell was
named Executive Vice President of Logistics of the Company, effective
immediately. Mr. Russell will serve until the next election of
officers and until his successor is duly elected and qualified or until his
earlier resignation or removal.
Mr.
Russell, 36, has been the President of Truckers B2B, Inc., a wholly-owned
subsidiary of the Company ("Truckers B2B"), since May 2003 and the Executive
Vice President of Logistics of CTSI since July 2006. He joined
Truckers B2B in May 2000 as Vice President of Operations and became Chief
Operating Officer in May 2002. Prior to joining Truckers B2B, Mr.
Russell had been a Vice President in the Global Corporate Investment Bank of
Citigroup for six years. While at Citigroup, Mr. Russell was
responsible for the management of Citibank's New York Treasury non-dollar
fixed-income portfolio. Mr. Russell completed a five-year joint
degree program at Cornell University with a Bachelor of Science in Operations
Research and Industrial Engineering and an M.B.A. in Finance.
In
Mr.
Russell's position with the Company, he will be responsible for the Company's
non-asset based businesses including Celadon Dedicated Services, Celadon
Brokerage, and Truckers B2B. Like other executive officers of the
Company, Mr. Russell will not have an employment agreement with the
Company.
Jon
Russell is the son of Stephen Russell, Chairman of the Board and Chief Executive
Officer of the Company. This relationship, as well as the
compensation Jon Russell received in previous years from the Company and its
subsidiaries, has been disclosed, where required, in prior SEC
filings. A detailed description of the components of Jon Russell's
compensation arrangement will be included in the Company's 2007 proxy statement
to be filed within 120 days of the end of fiscal 2007. There are no
other transactions between Jon Russell and the Company of the type described
in
Item 404(a) of Regulation S-K.
In
reviewing the status of its executive officers, the Board determined that Sergio
Hernandez, the Company’s Vice President-Mexico, will no longer be considered an
executive officer of the Company, but will continue as an officer of the
Company’s Mexican subsidiary.
Compensatory
Arrangements of Certain Executive Officers
On
August
8, 2007, the Compensation and Nominating Committee of the Board (the
"Compensation Committee") of the Company, met to (i) review and approve the
equity and salary compensation for our new President and Chief Operating
Officer, Chris Hines, (ii) to review salary compensation for certain executive
officers, and (iii) to determine bonuses for certain executive
officers. The Compensation Committee reviewed and approved the
following compensation arrangements:
Compensation
of Chris Hines
The
Compensation Committee approved an annualized salary of $250,000 for Mr. Hines,
with such salary effective retroactively to Mr. Hines' first day of employment,
July 26, 2007. The Compensation Committee granted Mr. Hines 100,000
options to purchase the Company's common stock at an exercise price of $17.52
per share, the closing price of the Company's common stock on the date of grant,
August 8, 2007.
While
a
member of the Company’s Board, Mr. Hines received a restricted stock grant
entitling Mr. Hines to 2,720 shares of the Company's stock upon achievement
of
certain financial targets and vesting requirements. The Compensation
Committee, as administrator of the Company's 2006 Omnibus Incentive Plan (the
"Plan"), amended the grant such that 2,040 shares, or seventy-five percent
(75%)
of the original grant, vested on August 8, 2007. The shares will be
issued to Mr. Hines pursuant to the Plan. The grant of 100,000
options and the amendment of Mr. Hines' restricted stock grant were subsequently
reported on a Form 4 filed with the SEC on August 10, 2007.
Other
Executive Compensation
The
Compensation Committee approved salary increases for Paul Will, the Company’s
Vice Chairman of the Board, Executive Vice President, Chief Financial Officer,
Treasurer, and Assistant Secretary, and Jon Russell, the Company’s Executive
Vice President of Logistics, such that their annualized salaries will increase
effective September 1, 2007, to $250,000 and $200,000 from $237,000 and
$181,500, respectively.
Executive
Bonuses
Although
the performance targets established pursuant to the Company’s Cash Bonus Program
were not achieved for fiscal 2007, the Compensation Committee approved a
discretionary bonus to each of Stephen Russell and Paul Will in the amount
of
$150,000 and $100,000, respectively.
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Item
7.01
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Regulation
FD Disclosure.
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On
August
9, 2007, the Company issued a press release announcing that Paul Will was
elected to the Board and appointed Vice Chairman at the Board's meeting on
August 8, 2007. A copy of the press release is attached to this
Current Report on Form 8-K 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.
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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
NUMBER
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EXHIBIT
DESCRIPTION
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Celadon
Group, Inc. press release announcing Paul Will's election to the
Board of
Directors and appointment to Vice
Chairman.
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SIGNATURE
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CELADON
GROUP, INC.
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Date:
August 14, 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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Celadon
Group, Inc. press release announcing Paul Will's election to the
Board of
Directors and appointment to Vice
Chairman.
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