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Arizona
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000-24946
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86-0649974
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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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5601
W. Buckeye Road, Phoenix, AZ
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85043
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(Address
of principal executive offices)
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(Zip
Code)
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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
8.01
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Other
Events.
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Stock
Split
On
Wednesday, November 9, 2005, the Board of Directors of Knight
Transportation, Inc., an Arizona corporation (the "Company"), declared
a
3-for-2 stock split on all shares of the Company’s outstanding common
stock that will be effected in the form of a stock dividend. The
stock
split will entitle all shareholders of record as of the close of
business
on November 30, 2005, to receive one additional share of common stock
for every two shares of common stock held on that date. The additional
shares will be distributed to shareholders on or about December 23,
2005. Cash will be paid in lieu of issuing fractional shares. The
Company
currently has approximately 56.9 million shares of common stock
outstanding, and after giving effect to the stock split, will have
approximately 85.4 million shares outstanding.
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Cash
Dividend
On
Wednesday, November 9, 2005, the Company’s Board of Directors also
declared a cash dividend of $0.02 per share on its common stock.
The
dividend is payable to shareholders of record on January 31, 2006,
and is expected to be paid on February 14, 2006. The cash dividend
per
share expected to be paid on February 14, 2006, is the same amount
per share as paid for the past four quarters. However, with the
expected
increase in outstanding shares in relation to the stock split,
the
aggregate amount of the cash dividend is expected to increase by
approximately 50%. The Company currently expects to continue to
pay
quarterly cash dividends in the future. The
actual declaration of future cash dividends, and the establishment
of
record and payment dates, is subject to final determination by
the Board
of Directors each quarter after its review of the company’s financial
performance. Future
payment of cash dividends, and the amount of any such dividends,
will
depend upon financial condition, results of operations, cash requirements,
tax treatment, and certain corporate law requirements, as well
as other
factors deemed relevant by the Company's Board of Directors.
A
copy of the press release issued by the Company on November 14,
2005, is
attached to this report as Exhibit 99.1.
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Kathryn
L. Munro Named Chair of Compensation Committee
On
Wednesday, November 9, 2005, the Board of Directors of the Company
also
named Kathryn L. Munro to succeed Mark A. Scudder as Chairperson
of the
Compensation Committee. Ms. Munro was appointed to the Company’s Board of
Directors in April 2005. She is a principal of BridgeWest, LLC,
a private
equity investment company specializing in wireless technology companies.
Ms. Munro was the Chairperson of BridgeWest from February 1999 until
July 2003. From 1996 to 1998, Ms. Munro served as Chief Executive
Officer of Bank of America's Southwest Banking Group, and was President
of
Bank of America Arizona from 1994 to 1996. Ms. Munro has served
on the
boards of directors of Flow International Corporation, a Seattle-based
manufacturer of industrial tools, since 1996; Pinnacle West Capital
Corporation, the holding company of Arizona Public Service and
Pinnacle
West Energy, since 2000; and Capitol Bancorp Limited, a Michigan-based
multi-bank holding company, since 2002.
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The
information in this report and the exhibit hereto may
contain “forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities
Exchange Act of 1934, as amended. 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.
In
particular, our declaration of future dividends is subject to various
risks and uncertainties, including: our inability to declare a
dividend in
compliance with applicable laws; restrictions on the payment of
dividends
under existing or future credit agreements or other financing
arrangements; changes in tax laws relating to corporate dividends;
a
determination by the Board of Directors that the declaration of
a dividend
is not in the best interests of the company and its shareholders;
an
increase in our cash needs or a decrease in available cash; or
a
deterioration in our financial condition or results, including
as a result
of those risks, uncertainties, and other factors identified from
time-to-time in our filings with the Securities and Exchange Commission.
Please
refer to 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.
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Item
9.01
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Financial
Statements and Exhibits.
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(d) Exhibits.
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EXHIBIT
NUMBER
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EXHIBIT
DESCRIPTION
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Knight
Transportation, Inc. press release announcing 3-for-2 stock split,
cash
dividend
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KNIGHT
TRANSPORTATION, INC.
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Date:
November 14, 2005
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By:
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/s/
David A. Jackson
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David
A. Jackson
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Chief
Financial Officer
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EXHIBIT
NUMBER
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EXHIBIT
DESCRIPTION
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Knight
Transportation, Inc. press release announcing 3-for-2 stock split,
cash
dividend
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