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):
May
22,
2007
___________________________________________________________________
COVENANT
TRANSPORTATION GROUP, INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
000-24960
|
88-0320154
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
400
Birmingham Hwy., Chattanooga, TN
|
37419
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(423)
821-1212
(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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1
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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
|
On
May
22, 2007, Covenant Transportation Group, Inc. (formerly known as Covenant
Transport, Inc. and referred herein as the "Company") announced that Michael
W.
Miller resigned from his position as Executive Vice President of Procurement
and
Corporate Operations Manager, effective on such date.
On
May
22, 2007, the Company also announced the following management changes:
| § |
Joey B.
Hogan was promoted to Senior Executive Vice President and Chief Operating
Officer of the Company. In his role as Chief Operating Officer of
the
Company, Mr. Hogan will join David R. Parker, Chairman, President,
and
Chief Executive Officer, as the officers responsible for managing
the
performance of all of the service offerings in all subsidiaries.
All of
the service offering general managers and all of the corporate department
heads will report to Mr. Parker and Mr. Hogan. In addition,
Mr. Hogan has been named President of Covenant Transport, Inc., a
Tennessee corporation, the Company's largest operating subsidiary.
As
President, Mr. Hogan will have full P&L responsibility of this
subsidiary. In connection with Mr. Hogan's promotion, his primary
former duties have been allocated to others in the Company. For the
present time, the Company does not expect to appoint a Chief Financial
Officer, but Mr. Hogan will continue to serve in the role of principal
financial officer for purposes of SEC reporting. In connection with
his
increased roles at the Company and the Company’s primary operating
subsidiary, the Compensation Committee of the Company’s Board of Directors
approved an increase in Mr. Hogan’s salary to
$275,000.
|
| § |
M.
David Hughes has been promoted from his role at Star Transportation
to
become the Company's Senior Vice President of Fleet Management and
Procurement and Corporate Treasurer. Mr. Hughes will oversee the
Company's financing relationships as well as asset purchasing, management,
and disposition. In connection with his promotion and increased roles,
the
Compensation Committee of the Company's Board of Directors awarded
a
special grant to Mr. Hughes of an additional 3,333 restricted shares
of
the Company's Class A Common Stock, $0.01 par value per share ("Common
Stock"). The terms of the special grant are described in the Company's
May 26, 2006, Form 8-K filed with the SEC.
|
| § |
Richard
B. Cribbs will assume the role of Vice President and Chief Accounting
Officer. Mr. Cribbs will have responsibility for the financial statements,
SEC reporting, forecasting, billing, collection, and related matters.
In
connection with his promotion and increased roles, the Compensation
Committee of the Company's Board of Directors approved an increase
in Mr.
Cribbs' salary to $150,000 and awarded a special grant to Mr. Cribbs
of
10,000 restricted shares of the Company's Common Stock. The terms
of the
special grant are described in the Company's May 26, 2006, Form 8-K
filed with the SEC.
|
Joey
B.
Hogan,
45, had
served as the Company's Chief Financial Officer since 1997. Mr. Hogan was
an Executive Vice President from May 2003 to May 2007 and was a Senior Vice
President from December 2001 to May 2003. From August 1997 through December
2001, Mr. Hogan also served as the Company's Treasurer. In 1996 and 1997,
Mr. Hogan served as Chief Financial Officer of The McKenzie Companies in
Cleveland, Tennessee, a group of privately owned companies. From 1986 to 1996,
Mr. Hogan served in various capacities, including three years as Director
of Finance, with Chattem, Inc.
M.
David
Hughes, 37, had served as the Chief Financial Officer of Star Transportation,
Inc. ("Star"), a subsidiary of the Company from September 2006 to May 2007.
Prior to joining Star, Mr. Hughes served as the Company's Treasurer and Director
of Business Development from May 2002 to July 2006 and served in the same
capacity at Star from July 2006 through the Company's acquisition of
Star.
2
Richard
B. Cribbs, 35, had served as the Company's Controller from May 2006. Prior
to
joining the Company, Mr. Cribbs was the Corporate Controller, Assistant
Treasurer, and Assistant Secretary of Tandus, Inc., and, prior to that, served
as Chief Financial Officer of a large private company.
On
May
22, 2007, the Compensation Committee of the Board of Directors of the Company,
pursuant to the 2006 Omnibus Incentive Plan (the "2006 Plan"), granted
thereunder annual awards of restricted shares of the Company's Common Stock
to
certain named executive officers of the Company, as set forth in the table
below.
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Officer
|
Title
|
Annual
Award of
Restricted
Common
Stock
|
|
David
Parker
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Chairman,
President, and Chief
Executive
Officer
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4,000
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Joey
Hogan
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Senior
Executive Vice President and
Chief
Operating Officer
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4,000
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L.D.
Miller
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Executive
Vice President - Sales and
Marketing
of Covenant Transport, Inc.
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3,000
|
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Tony
Smith
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President
- Southern Refrigerated
Transport,
Inc.
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4,000
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Each
named executive officer’s shares of Common Stock will vest in equal increments
over the four-year period beginning on the first anniversary of the award date,
subject to the Company's reaching of earnings-per-share targets. Any percentage
that fails to vest as a result of failure to reach a particular target will
vest
if the Company meets a subsequent target. As a condition to selling any vested
shares of restricted Common Stock, a named executive officer is required to
maintain an equivalent of 200% of their respective annual salaries on the date
of the proposed sale in the combination of (i) Common Stock, and (ii) 50% of
the
value of (a) unexercised options to purchase Common Stock, and (b) restricted
Common Stock; provided that the recipient may sell such portion of the
restricted shares that is necessary to cover the federal and state taxes the
holder incurs upon vesting of the shares. The granted shares are subject to
additional terms set forth in the 2006 Omnibus Incentive Plan in the form filed
as Appendix A to the Company’s Definitive Proxy Statement filed April 17, 2006
and the Restricted Stock Award Notice substantially in the form filed as Exhibit
10.22 to the Company's Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2006.
A
copy of
the press release announcing the changes in management is attached to this
Form
8-K as Exhibit 99.1.
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Item
8.01
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Other
Events.
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On
May 22, 2007, the Company's stockholders approved an amendment and
restatement of the Company's Articles of Incorporation. Article I will be
amended so that the name of the Company is changed from "Covenant Transport,
Inc." to "Covenant Transportation Group, Inc."
A
copy of
the Company's Amended and Restated Articles of Incorporation is attached to
this
Form 8-K as Exhibit 99.2.
3
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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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|
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Covenant
Transportation Group, Inc. press release announcing new holding company
name and management changes.
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|
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Amended
and Restated Articles of Incorporation of Covenant Transportation
Group,
Inc.
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4
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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COVENANT
TRANSPORTATION GROUP, INC.
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||
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Date:
May 29, 2007
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By:
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/s/ Joey B. Hogan |
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Joey
B. Hogan
Senior
Executive Vice President and
Chief
Operating Officer
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5