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): December 12, 2005
FORWARD AIR CORPORATION
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(Exact name of registrant as specified in its charter)
Tennessee 000-22490 62-1120025
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
430 Airport Road
Greeneville, Tennessee 37745
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (423) 636-7000
Not Applicable
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(Former name or former address, if changed since last report)
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))
SECTION 8 - OTHER EVENTS
Item 8.01. Other Events.
At a meeting on December 12, 2005, the Board of Directors of Forward
Air Corporation (the "Company") approved the accelerated vesting of all of the
Company's outstanding and unvested stock options awarded to employees, officers
and non-employee directors under the Company's stock option award programs,
effective December 31, 2005. The action to accelerate the unvested stock options
was taken in accordance with the applicable provisions of the Company's stock
option plans.
The primary purpose of the accelerated vesting of these options was to
eliminate future compensation expense the Company would otherwise recognize in
its statement of operations with respect to these options upon the adoption of
Financial Accounting Standards Board Statement of Financial Accounting Standards
No. 123R (Revised 2004) Share-Based Payment ("SFAS 123R"). SFAS 123R, which is
required to be adopted by the Company on January 1, 2006, will require that
compensation expense associated with stock options be recognized in the
statement of operations, rather than disclosed as a footnote to the Company's
consolidated financial statements.
The Company expects that the accelerated vesting of these options will
result in the recording of a non-cash compensation expense of approximately $1.0
million in the Company's fourth quarter. As a result of the acceleration, the
Company expects to reduce the stock option expense it otherwise would be
required to record in connection with the accelerated options by approximately
$8.6 million over the next three years. In addition, in order to prevent
executive officers from unintended personal benefits, the Company's executive
officers have agreed to the imposition of certain restrictions on the
transferability of any shares received through the exercise of accelerated
options. These restrictions will prevent the sale of any shares received from
the exercise of an accelerated option until the earlier of the original vesting
date of the option or the executive officer's termination of employment.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release dated December 15, 2005.
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SIGNATURES
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.
FORWARD AIR CORPORATION
Date: December 15, 2005 By: /s/ Matthew J. Jewell
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Matthew J. Jewell
Senior Vice President,
General Counsel and
Secretary
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INDEX TO EXHIBITS
Exhibit No. Description
Exhibit 99.1 Press Release dated December 15, 2005.
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