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):
October
17, 2007
__________________________________________________________________
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, IN
|
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
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
On July
25, 2007, Celadon Trucking Services, Inc. (“CTSI”), a wholly owned subsidiary of
Celadon Group, Inc., a Delaware corporation (the “Company”), had entered into a
Separation Agreement, General Release, Consulting Agreement, and
Non-Competition, Non-Disclosure, and Non-Solicitation Agreement with Thomas
Glaser, the former President and Chief Operating Officer of the Company
(the “Separation Agreement”). As reported in this Form 8-K, the
Separation Agreement has been amended and subsequently terminated.
On
October 17, 2007, CTSI entered into an Amendment to Separation Agreement,
General Release, Consulting Agreement, and Non-Competition, Non-Disclosure, and
Non-Solicitation Agreement (the “Amendment”) with Mr. Glaser. The
Amendment deferred the date upon which the Company was required to issue a
portion of the vested shares of the Company’s restricted stock to Mr. Glaser
from September 4, 2007, to August 3, 2009, subject to compliance with the
Separation Agreement. The Amendment also modified the non-competition
provisions of the Separation Agreement to permit Mr. Glaser to accept a director
position on the board of directors of an identified private transportation
company.
On April
24, 2008, CTSI and Mr. Glaser entered into a General and Mutual Release (the
“General and Mutual Release”) pursuant to which the Separation Agreement was
terminated, and CTSI and Mr. Glaser entered into mutual releases. With
the exception of a limited non-solicitation provision running in favor of CTSI,
neither Mr. Glaser nor CTSI has any continuing obligations to the other
party. Without limitation, the Company has no further obligation to
issue restricted stock and, except as referenced above, Mr. Glaser has no
further non-competition obligations running in favor of the Company and its
subsidiaries.
The above summary of the material terms
of the Amendment and the General and Mutual Release is qualified in its entirety
by reference to the full text of the Amendment and the General and Mutual
Release which are filed herewith.
Item
9.01 Financial
Statements and Exhibits.
|
(d)
|
Exhibits.
|
|||
|
EXHIBIT
|
||||
|
NUMBER
|
EXHIBIT DESCRIPTION
|
|||
|
10.1
|
Amendment
to Separation Agreement, General Release, Consulting Agreement, and
Non-Competition, Non-Disclosure, and Non-Solicitation Agreement by and
between Celadon Trucking Services, Inc. and Thomas M. Glaser dated October
17, 2007.
|
|||
|
10.2
|
General
and Mutual Release by and between Celadon Trucking Services, Inc. and its
affiliates and subsidiaries and Thomas M. Glaser dated April 24,
2008.
|
2
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.
|
||
|
Date:
April 30, 2008
|
By:
|
/s/ Stephen Russell |
|
Stephen
Russell
|
||
|
Chairman
and Chief Executive Officer
|
3
EXHIBIT
INDEX
|
EXHIBIT
NUMBER
|
EXHIBIT DESCRIPTION
|
|
|
10.1
|
Amendment
to Separation Agreement, General Release, Consulting Agreement, and
Non-Competition, Non-Disclosure, and Non-Solicitation Agreement by and
between Celadon Trucking Services, Inc. and Thomas M. Glaser dated October
17, 2007.
|
|
|
10.2
|
General
and Mutual Release by and between Celadon Trucking Services, Inc. and its
affiliates and subsidiaries and Thomas M. Glaser dated April 24,
2008.
|
|
4