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
26, 2007
__________________________________________________________________
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:
|
[
]
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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 Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
At
its regularly scheduled
meeting on October 26, 2007, the Compensation Committee of the Board of
Directors (the "Compensation Committee") of Celadon Group, Inc., a Delaware
corporation, (the "Company"), met to determine the annual award of equity
compensation for certain executive officers of the Company under the Company’s
2006 Omnibus Incentive Plan. The Compensation Committee granted stock
options as follows:
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Name
and Position
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Number
of
Stock
Options Granted
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||||
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Stephen
Russell
Chairman
of the Board and Chief Executive Officer
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308,284
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||||
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Paul
Will
Vice
Chairman of the Board, Chief Financial Officer,
Executive
Vice President, Treasurer, and Assistant Secretary
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147,206
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||||
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Chris
Hines
President
and Chief Operating Officer
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40,000
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||||
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Jon
Russell
Executive
Vice President-Logistics
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25,000
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||||
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Kenneth
Core
Vice
President and Secretary
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10,000
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||||
The
stock options granted to each of
the individuals named above will vest twenty-five percent (25%) on each of
the
first, second, third, and fourth anniversaries of the date of
grant. The stock options terminate after ten (10) years and have an
exercise price of $8.67, the closing price of the Company’s common stock as
reported on the Nasdaq Global Select Market on the grant date.
The
Compensation Committee based the
stock option grants to the executive officers upon (i) a desire to more closely
align the executives’ interests with those of the Company’s stockholders; (ii) a
desire to encourage long term retention of the Company’s executives; (iii) the
impact of equity compensation grants to the Company’s consolidated financial
statements; and (iv) the responsibilities and duties of each executive as
related to the Company’s performance. The Compensation Committee also considered
the current holdings of the Company’s common stock of each executive and the
composition and value of the total compensation package of each executive in
determining the stock option grants.
In
determining the equity compensation
awarded to each of Stephen Russell and Paul Will, the Compensation Committee
adopted a formula based upon a multiple of the recipient’s annual salary divided
by the compensation value of the option determined in accordance with the
Black-Scholes option pricing model. The Compensation Committee adopted the
formula to (i) establish a target level for equity compensation to be granted
to
Messrs. Stephen Russell and Will; and (ii) provide an objective, more
transparent method to determine equity compensation of Messrs. Stephen Russell
and Will. In addition to the options granted to Mr. Will pursuant to
the formula previously described, the Compensation Committee awarded an
additional 25,000 options to Mr. Will based on his overall contribution to
the
Company in relation to his total compensation and the desire to increase his
equity-based linkage to the Company.
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:
October 31, 2007
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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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