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):
February
3, 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
|
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)
|
|
[
]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
[
]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
|
[
]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
Item
1.01 Entry into a Material Definitive
Agreement.
On
February 3, 2006, the Compensation and Nominating Committee of the Board of
Directors ("Compensation Committee") of Celadon Group, Inc., a Delaware
corporation (the "Company"), approved the accelerated payout of certain vested
stock appreciation rights ("SARs") previously awarded to certain employees
of
the Company. Ken Core, the Company’s Vice President and Secretary, and Sergio
Hernandez, the Company’s Vice President-Mexico, are the only "named executive
officers" eligible to participate and each elected to participate in such payout
whereby they will receive $176,505 and $106,688, respectively, on February
10,
2006.
Under
the
terms of their original SARs agreements, Messrs. Core and Hernandez would not
have been eligible for a payout of vested SARs until the earlier of the third
or fourth anniversary of the SARs grant date, depending on the
grant, or the termination of their respective employment with the Company.
In consideration of the early payout election by employees, the Compensation
Committee reviewed the average SARs price of eligible grants, the possible
impact on the Company’s financial statements, and the possible market price
fluctuation of the Company’s common stock between the payout election and
February 10, 2006, distribution. Accordingly, the Compensation Committee
determined a payout price of $30 per share. The one-time cash payment of Messrs.
Core and Hernandez reflects the differences between the exercise prices of
the
underlying SARs and such payout price of $30 per share.
The
following table sets forth information related to the SARs of Messrs. Core
and
Hernandez and the computation of their respective payouts:
|
Employee
|
SARs
Grant
Date
|
Number
of
SARs
Granted
(#)
|
Number
of SARs
Vested
(#)
|
Price($)
|
Value
of
Payout($)
|
|
Ken
Core
|
07/09/2003
|
5,000
|
3,334
|
$ 9.85
|
$ 67,180
|
|
Ken
Core
|
10/01/2003
|
10,000
|
5,000
|
$ 11.30
|
$ 93,500
|
|
Ken
Core
|
10/28/2004
|
6,000
|
1,500
|
$ 19.45
|
$ 15,825
|
|
Payout
Total
|
$ 176,505
|
||||
|
Sergio
Hernandez
|
10/01/2003
|
10,000
|
5,000
|
$ 11.30
|
$ 93,500
|
|
Sergio
Hernandez
|
10/28/2004
|
5,000
|
1,250
|
$
19.45
|
$ 13,188
|
|
Payout
Total
|
$ 106,688
|
Upon
receipt of the cash payout, the vested SARs subject to the accelerated payout
previously held by Messrs. Core and Hernandez will be deemed expired, and they
will have no further appreciation rights thereunder.
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.
|
CELADON
GROUP, INC.
|
||
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Date:
February 9, 2006
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By:
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/s/
Stephen Russell
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|
Stephen
Russell
|
||
|
Chairman
of the Board and
Chief
Executive Officer
|
||