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
7, 2008
__________________________________________________________________
CELADON
GROUP, INC.
(Exact
name of registrant as specified
in its charter)
|
Delaware
|
000-23192
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13-3361050
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
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9503
East 33rd
Street
One
Celadon Drive, Indianapolis, IN
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46235
|
|
(Address
of principal executive offices)
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(Zip
Code)
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(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:
|
[ ]
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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
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers
On
January 7, 2008, the Compensation Committee of the Board of Directors
of
Celadon Group, Inc., a Delaware corporation (the “Company”), as
administrator of the Company’s 2006 Omnibus Incentive Plan, approved an
amendment to the Award Notice dated October 26, 2007, pursuant to
which
Stephen Russell, the Company’s Chief Executive Officer and Chairman of the
Board, received an option to purchase up to 308,284 shares of the
Company’s common stock. The amendment permits Mr. Russell to
make a partial assignment of the option (the “Partial Assignment”) to his
son, Jonathan Russell, who is also an executive officer of the
Company. The Partial Assignment represents that portion of the
option related to the purchase of up to 75,000 shares of the Company’s
common stock.
Upon
the Compensation Committee’s adoption of the amendment, Mr. Russell
subsequently made the Partial Assignment, thereby giving effect to
the
transfer to Jonathan Russell. Mr. Russell retained the balance
of the original award, an option to purchase up to 233,284 shares
of the
Company’s common stock. Both the Partial Assignment and the
portion of the award retained by Mr. Russell remain subject to the
terms
of the original option award, as disclosed on the Current Report
on Form
8-K filed with the Securities and Exchange Commission on November
1,
2007.
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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
11, 2008
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By:
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Stephen
Russell
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Chairman
and Chief Executive Officer
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