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): March 20,
2009
________________________________
P.A.M. TRANSPORTATION
SERVICES, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
0-15057
|
71-0633135
|
||
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
297 West Henri De Tonti,
Tontitown, Arkansas 72770
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (479)
361-9111
|
N/A
|
||
|
(Former
name or former address, if changed since last report.)
|
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 (see
General Instruction A.2. below):
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
|
Item
5.01
|
Changes
in Control of 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.
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 hereunto
duly authorized.
|
P.A.M. TRANSPORTATION SERVICES,
INC.
|
||
|
(Registrant)
|
||
|
Date: March
24, 2009
|
By:
/s/ Robert W. Weaver
|
|
|
Robert
W. Weaver
President
and Chief Executive Officer
|