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USAK > SEC Filings for USAK > Form 8-K on 14-Nov-2012All Recent SEC Filings

Show all filings for USA TRUCK INC

Form 8-K for USA TRUCK INC


Entry into a Material Definitive Agreement, Material Modification to Rights of Secu

Item 1.01 Entry into a Material Definitive Agreement

On November 7, 2012, USA Truck, Inc.'s (the "Company") Board of Directors (the "Board") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, $.01 par value. The dividend is payable on November 21, 2012, to the stockholders of record at the close of business on such date. The Board has adopted the Rights Agreement (the "Rights Agreement") to ensure that all stockholders of the Company are treated fairly in the event of an unsolicited takeover attempt regarding the Company. It is not intended to prevent a takeover of the Company on terms that are fair to and in the best interests of stockholders. The Board believes it is appropriate to adopt the Rights Agreement in light of the significant recent decline in market price of the Company's common stock and the fact that the Company is in the process of implementing its turnaround strategy. The Company is not aware of any pending unsolicited takeover offer for the Company.

The Rights Agreement has several features that are tailored to its specific purpose:

Initial duration of approximately two years to afford the Company time to implement its turnaround strategy;

Stockholder ability to extinguish the Rights Agreement at the 2014 annual meeting;

A 15% acquiring person threshold still allows meaningful ownership positions; and

Redemption period of up to 10 days after a holder crosses the acquiring person threshold affords the opportunity to negotiate.

Under the Rights Agreement, one Right will attach to each share of the Company's common stock that is outstanding as of the close of business on November 21, 2012 and to each share issued thereafter prior to the expiration of the Rights. The Rights will become exercisable (subject to customary exceptions) only if a person or group acquires 15% or more of the Company's common stock. At a designated time after a person or group becomes an acquiring person, upon payment of the exercise price of $12.00 per Right, a holder (other than an acquiring person) will be entitled to purchase $24.00 worth of shares of the Company's common stock (or under certain circumstances, the common stock of an entity that completes a business combination with the Company) at a 50% discount. The Rights Agreement exempts each holder of 15% or more of the Company's common stock on the date of the Rights Agreement's adoption as long as they do not thereafter acquire an additional 1% or more shares of the Company's common stock, as well as parties that receive prior approval of the Board and enter into qualifying standstill agreements with the Company. The Rights Agreement will expire on November 21, 2014, provided, the Rights Agreement will continue after the Company's 2014 annual meeting only upon stockholder approval at such meeting. The Company may redeem the Rights for nominal consideration before the Rights become exercisable.

The following is a summary of the Rights Agreement. The summary does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, a copy of which is attached as Exhibit 4.1 and is incorporated herein by reference.

The Rights. On November 7, 2012, the Board authorized the issuance of a Right, such issuance to occur on November 21, 2012, with respect to each outstanding share of common stock. The Rights will initially trade with, and will be inseparable from, the Company's common stock. The Rights are evidenced only by certificates that represent shares of common stock. New Rights will accompany any new shares of common stock the Company issues after November 21, 2012 until the Separation Time described below.

Exercise Price. Each Right will allow its holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock ("Preferred Share") for $12.00, once the Rights become exercisable. This portion of a Preferred Share will give the stockholder approximately the same dividend, voting, and liquidation rights as would one share of common stock. Prior to exercise, the Right does not give its holder any dividend, voting, or liquidation rights.

Exercisability. The Rights will not be exercisable until 10 business days after the public announcement that a person or group has become an "Acquiring Person" by obtaining beneficial ownership of 15% or more of the outstanding common stock of the Company. Certain synthetic interests in securities created by derivative . . .

Item 3.03 Material Modification to Rights of Security Holders

The information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 7, 2012, Mr. Robert E. Creager was appointed to the Board. Mr. Creager was recommended by the Company's Nominating and Corporate Governance Committee and appointed as a Class III Director by the unanimous vote of the Board for a term expiring at the 2013 Annual Meeting of Stockholders. Mr. Creager will serve on the Company's Audit Committee.

In conjunction with Mr. Creager's appointment to the Board, Mr. Creager will receive an annual retainer of $10,000 for his service on the Board and an annual retainer of $5,000 for his service on the Audit Committee. Mr. Creager also will receive a fee of $500 per Audit Committee meeting attended in person and $250 per telephone Audit Committee meeting. Additionally, Mr. Creager will receive stock compensation in the amount of $10,000.

Mr. Creager is a CPA and has 40 years of public accounting experience. Mr. Creager also serves as chairman of the audit committee of GeoMet, Inc., an independent natural gas exploration, development, and production company, and is the current Treasurer of the Texas TriCities Chapter of the National Association of Corporate Directors. He is a former Audit Practice Leader of the Houston office of PriceWaterhouseCoopers. Mr. Creager holds a BS degree in Accounting from the University of Maryland.

Mr. Creager satisfies the independence standards set forth in the Company's Corporate Governance Guidelines and has been determined by the independent directors of the Board to be an independent director.

There is no arrangement or understanding between Mr. Creager and any other person pursuant to which Mr. Creager was elected as a director of the Company. There are no transactions in which Mr. Creager has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year

In connection with the adoption of the Rights Agreement, on November 13, 2012, the Company filed a Certificate of Designations of Series A Junior Participating Preferred Stock (the "Certificate of Designations") with the Secretary of State of the State of Delaware. The Certificate of Designations sets forth the rights, powers, and preferences of the Preferred Shares.

The summary of rights, powers, and preferences of the Preferred Shares set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. A copy of the Certificate of Designations is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 8.01 Other Events

On November 8, 2012, the Company issued a press release announcing the adoption of the Rights Agreement and the appointment of Mr. Creager. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

3.1 Certificate of Designations of Series A Junior Participating Preferred Stock of USA Truck, Inc.

4.1 Rights Agreement, dated as of November 12, 2012, by and between USA Truck, Inc. and Registrar and Transfer Company, as Rights Agent.

99.1 Press release issued by the Issuer on November 8, 2012.

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