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
22, 2008
__________________________________________________________________
CELADON
GROUP, INC.
(Exact
name of registrant as specified
in its charter)
|
Delaware
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000-23192
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13-3361050
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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9503
East 33rd
Street
One
Celadon Drive, Indianapolis, IN
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46235
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(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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[
]
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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
1.01
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Entry
into a Material Definitive
Agreement.
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On
Tuesday, January 22, 2008,
Celadon Group, Inc., a Delaware corporation (the “Company”),
Celadon Trucking Services,
Inc., a New Jersey corporation and wholly-owned subsidiary of the
Company
(“CTSI”),
TruckersB2B, Inc., a Delaware
corporation and wholly-owned subsidiary of the Company (“TruckersB2B”),
and Celadon Logistics Services,
Inc., a Delaware corporation and wholly-owned subsidiary of the Company
(collectively
with the
Company, CTSI, and
TruckersB2B, the “Borrowers”),
entered into the Third Amendment
to Credit Agreement with LaSalle Bank National Association, as
administrative agent, and LaSalle Bank National Association, Fifth
Third
Bank, and JPMorgan Chase Bank, N.A., as lenders (collectively,
the “Lenders”)
(the “Third
Amendment”).
The
Third Amendment (i) extends
the maturity date
from September
24,
2010, to January 22, 2013, and (ii) increases
the maximum revolving
borrowing limit from $50 million with a $20 million accordion feature
to
$70 million with a $20 million accordion feature, as
contained in that certain
Credit Agreement
dated September
26,
2005, by and among
the
Borrowers and the Lenders,
as amended.
The
foregoing summary of the terms
and conditions of the
Third Amendment does
not purport to be complete and is qualified in its entirety by reference
to the full text of the Third Amendment,
which will be filed with the
Company’s
Form 10-Q for the quarter ending
March 31,
2008.
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Item
2.02
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Results
of Operations and
Financial Condition.
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On
Wednesday, January 23, 2008,
the Company issued a press release after the close of the market
announcing its financial and operating results for the quarter ended
December 31, 2007, its second quarter of fiscal 2008. A
copy of the press release is
attached to this report as Exhibit 99.
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Item
9.01
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Financial
Statements and
Exhibits.
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(d)
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Exhibits.
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EXHIBIT
NUMBER
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EXHIBIT
DESCRIPTION
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Celadon
Group, Inc. press release
announcing financial and operating results for the second quarter
of
fiscal 2008
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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.
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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
second-to-last paragraph 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.
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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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Date:
January 23, 2008
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By:
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/s/
Stephen Russell
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Stephen
Russell
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Chairman
and Chief Executive Officer
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EXHIBIT
INDEX
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EXHIBIT
NUMBER
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EXHIBIT
DESCRIPTION
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Celadon
Group, Inc. press release announcing financial and operating results
for
the second quarter of fiscal 2008
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