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| PTSI > SEC Filings for PTSI > Form 8-K on 25-Mar-2009 | All Recent SEC Filings |
25-Mar-2009
Changes in Control or Registrant
The Chairman of the Board of Directors and the largest shareholder of P.A.M. Transportation Services, Inc. ("we," "us" or the "Company"), Matthew T. Moroun, has disclosed in a Schedule 13D amendment filed with the Securities and Exchange Commission ("SEC") on March 23, 2009, that from March 6, 2009, to March 20, 2009, he purchased an aggregate of 106,187 shares of our common stock, par value $0.01 per share ("Common Stock"), in open market transactions or by exercising stock options he held. Mr. Moroun paid an aggregate purchase price of $509,684 for these shares. The source of funds used to purchase these shares was Mr. Moroun's personal funds.
As a result of these purchases, Mr. Moroun now beneficially owns an aggregate of 4,715,373 shares, or 50.1%, of the outstanding Common Stock, including currently exercisable stock options to purchase 10,000 shares of Common Stock. Of the 4,715,373 shares beneficially owned by Mr. Moroun, 1,613,373 shares are owned directly by Mr. Moroun, 10,000 shares of Common Stock are issuable to Mr. Moroun upon the exercise of currently exercisable stock options, and 3,092,000 shares are held of record by the Moroun Trust, of which Mr. Moroun is a beneficiary and a co-trustee. Prior to the above-described transactions, Mr. Moroun was the Company's largest shareholder, beneficially owning approximately 48.9% of the outstanding Common Stock.
In his most recent previous Schedule 13D amendment filed with the SEC on March
6, 2009, Mr. Moroun disclosed his intention to ask the Board of Directors of the
Company, once he attains over 50% beneficial ownership interest in the Company,
(i) to authorize an issuer share repurchase program for up to 1,000,000 shares
of our Common Stock, to be implemented as directed by such Board of Directors,
and (ii) to consider becoming a "controlled company" under current NASDAQ Global
Market rules, which would not require the Company to comply with all of the
NASDAQ Global Market's corporate governance standards as they relate to director
independence. As of the date of this Report, no such actions have been presented
to the Board of Directors for consideration.
Except as described herein, there are no arrangements or undertakings known to us between Mr. Moroun and his associates and the Board of Directors or any other shareholders of the Company with respect to election of directors of the Company or other matters relating to the Company. Additionally, there are no arrangements known to us, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.
The information contained in this Current Report on Form 8-K was derived substantively from Schedule 13D amendments filed with the SEC by Mr. Moroun on March 6, 2009, and March 23, 2009.
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