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):
April 29, 2004
________________________________________________________________________
CELADON GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-23192 13-3361050
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
One Celadon Drive, Indianapolis, IN 46235
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(317) 972-7000
Not applicable
(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant.
Not applicable.
Item 2. Acquisition or Disposition of Assets.
Not applicable.
Item 3. Bankruptcy or Receivership.
Not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not applicable.
Item 5. Other Events and Regulation FD Disclosure.
Not applicable.
Item 6. Resignations of Registrant's Directors.
Not applicable.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
EXHIBIT
NUMBER EXHIBIT TITLE
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99.1 Celadon Group, Inc. press release announcing filing of
registration statement
Item 8. Change in Fiscal Year.
Not applicable.
Item 9. Regulation FD Disclosure.
On Thursday, April 29, 2004, Celadon Group, Inc., a Delaware corporation
(the "Company"), issued a press release (the "Press Release") announcing the
filing of a registration statement. The registration statement covers the offer
of up to 2,691,000 shares of the Company's common stock, including 351,000
shares subject to an over-allotment option in favor of the underwriters. Of the
shares covered by the filing, 100,000 shares will be offered by Stephen Russell,
the Company's Chairman, CEO, and President, 20,000 shares will be offered by
Paul Will, the Company's Executive Vice President and Chief Financial Officer,
and 20,000 shares will be offered by Michael Miller, a long-time director of the
Company. Shares subject to the over-allotment option, if exercised by the
underwriters, will be sold by the Company.
A registration statement relating to the securities has been filed with the
Securities and Exchange Commission, but has not yet become effective. The
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. Neither this Current Report nor
the Press Release attached as an exhibit hereto shall constitute an offer to
sell or the solicitation of an offer to buy, nor shall there be any sale of the
securities in any jurisdiction in which such offer, solicitation, or sale would
be unlawful prior to registration or qualification under the securities laws of
such jurisdiction. When available, copies of the preliminary prospectus relating
to the offering may be obtained from the offices of Legg Mason Wood Walker,
Incorporated, 100 Light Street, Baltimore, Maryland 21202.
The information in this report and the exhibit hereto may contain
"forward-looking statements" that are made pursuant to the safe-harbor
provisions of the Private Securities Litigation Reform Act of 1995 and otherwise
may be protected. 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 events or results may differ from those anticipated by
forward-looking statements. Please refer to the Company's Registration Statement
on Form S-3 and other filings with the Securities and Exchange Commission for
information concerning risks, uncertainties, and other factors that may affect
future results.
Item 10. Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics.
Not applicable.
Item 11. Temporary Suspension of Trading Under Registrant's Employee
Benefit Plans.
Not applicable.
Item 12. Results of Operations and Financial Condition.
Not applicable.
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 29, 2004 By: /s/ Stephen Russell
--------------------------------
Stephen Russell, Chairman and
Chief Executive Officer
EXHIBIT INDEX
99.1 Celadon Group, Inc. press release announcing filing of
registration statement