SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------
FORM 10-Q/A
AMENDMENT NO. 1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 23, 2002
--------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to __________.
Commission file number 000-32821
---------
ROADWAY CORPORATION
------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 34-1956254
------------------------------------ -------------------
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
1077 Gorge Boulevard, Akron, Ohio 44310
------------------------------------------ --------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (330) 384-1717
--------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ].
The number of shares of common stock ($.01 par value) outstanding as of April
20, 2002 was 19,369,885.
Explanation of Amendment
------------------------
Roadway Corporation (the "Company") is filing this Form 10-Q/A ("Form 10-Q/A")
as Amendment No. 1 to the Company's quarterly report on Form 10-Q for the
quarter ended March 23, 2002 that was filed with the Securities and Exchange
Commission on May 3, 2002 ("Form 10-Q") for the purpose of adding the following
Item 2 disclosure.
PART II OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(c) During the first quarter of 2002, the Company issued 783 shares of its
common stock, par value $.01 per share ("Common Stock"), to members of the
Company's medical board as compensation for their service to the Company. This
issuance was exempt from the registration provisions of the Securities Act of
1933 pursuant to Section 4(2) of such Act for transactions not involving a
public offering.
In addition, the Company issued 130 shares of Common Stock to
participants under the Company's Union Stock Plan during the first quarter of
2002. Participants under the Union Stock Plan received the shares of Common
Stock as compensation for prior services.
The Company also issued 27,482 shares of Common Stock to participants
in the Company's Employee Stock Purchase Plan. Participants under the Employee
Stock Purchase Plan purchased the shares of Common Stock from the Company in
monthly installments at a price of 85% of the market value of the Common Stock
on the last trading day of each month.
The Company issued the shares under the Union Stock Plan and Employee
Stock Purchase Plan in unregistered transactions without valid exemptions from
the registration provisions of the Securities Act. The Company plans to register
future issuances under the Union Stock Plan and Employee Stock Purchase Plan on
Forms S-8 and intends to conduct a rescission offer which will entitle the
purchasers of these shares of Common Stock to a return of the consideration paid
for their stock.
SIGNATURES
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, thereunto duly authorized.
August 13, 2002 By: /s/ J. Dawson Cunningham
------------------------
J. Dawson Cunningham
Executive Vice President and Chief Financial Officer