UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 4, 2011
USA TRUCK, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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0-19858
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71-0556971
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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3200 Industrial Park Road
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Van Buren, Arkansas
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72956
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(Address of Principal Executive Offices)
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(Zip Code)
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(479) 471-2500
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(Registrant’s telephone number, including area code)
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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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition
On July 21, 2011, USA Truck, Inc. (the “Company”) issued a news release announcing its revenues and earnings for the second quarter of 2011. A copy of the news release is furnished as an exhibit to this Form 8-K/A.
Item 5.07 Submission of Matters to a Vote of Security Holders
This Current Report on Form 8-K/A is being filed as an amendment to the Current Report on Form 8-K filed on May 6, 2011 by the Company in order to update information disclosed under “Item 5.07 Submission of Matters to a Vote of Security Holders” regarding the results of voting at the Company’s Annual Meeting of Stockholders held on May 4, 2011.
At the Company’s 2011 Annual Meeting of Stockholders, the Company’s stockholders voted on, among other matters, a proposal regarding the frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers – or future “say-on-pay” votes. As previously reported by the Company, a majority of the votes cast on the frequency proposal were cast in favor of holding an annual “say-on-pay” vote.
In consideration of the stockholder vote at the 2011 Annual Meeting of Stockholders on the frequency proposal, the Company’s Board of Directors decided that the Company will hold an advisory “say-on-pay” vote every year in connection with its annual meeting of stockholders. Accordingly, the Company will include an advisory “say-on-pay” vote every year in its future proxy materials until the next stockholder vote on the frequency of “say-on-pay” votes, which will be no later than the Company’s Annual Meeting of Stockholders in 2017.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 News release issued by the Company on July 21, 2011.
The information contained in Items 2.02 and 9.01 of this report and the exhibit hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
The information in Items 2.02 and 9.01 of this report and the exhibit hereto may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. 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. Please refer to the paragraph containing cautionary forward-looking language near the end of the attached press release and 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.
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.
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USA Truck, Inc.
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(Registrant)
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Date:
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July 22, 2011
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/s/ Clifton R. Beckham
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Clifton R. Beckham
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President and Chief Executive Officer
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Date:
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July 22, 2011
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/s/ Darron R. Ming
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Darron R. Ming
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Executive Vice President and Chief Financial Officer
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INDEX TO EXHIBITS
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Exhibit
Number
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Exhibit
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99.1
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News release issued by the Registrant on July 21, 2011
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