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):
January
26, 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,
Indiana
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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)
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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
1.01 Entry into a
Material Definitive Agreement.
On
January 26, 2006, the Board of Directors ("Board") of Celadon Group, Inc.,
a
Delaware corporation (the "Company"), reviewed and approved the following change
to its compensation arrangements with non-employee directors:
The
Board
approved an increase in the annual retainer provided to non-employee directors
to $30,000, from $27,500. There were no changes to the other annual retainers
paid to non-employee directors, namely: $2,500 for each Board committee on
which
they serve, $5,000 for the Lead Director, $2,500 for the Audit and Corporate
Governance Committee Chairman, and $2,500 for the Compensation and Nominating
Committee Chairman. Aside from such cash compensation, non-employee directors
also are reimbursed for their expenses incurred in attending Board and committee
meetings. There are no fees based upon number of meetings attended.
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:
January 31, 2006
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By:
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/s/
Stephen Russell
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Stephen
Russell
|
||
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Chairman
of the Board and
Chief
Executive Officer
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