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): July 10, 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
5.02 Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
(b) The employment
agreement between Robert W. Weaver, President of P.A.M. Transportation Services,
Inc. (“we,” “us” or the “Company”), and the Company expired on July 10,
2009. Upon expiration of the agreement, Mr. Weaver’s service as
President of the Company concluded. Mr. Weaver has agreed to remain as a
consultant to the Company effective July 11, 2009.
In
connection with the expiration of his employment agreement, Mr. Weaver resigned
from the Company’s board of directors (the “Board”) effective July 10,
2009. His resignation from the Board was not due to any disagreement
with the Company.
We want
to take this opportunity to express our gratitude to Mr. Weaver for his many
years of service, leadership and success in a highly competitive
industry.
(c), (d), (e) On
July 13, 2009, the Board appointed Daniel H. Cushman as President of the
Company. Mr. Cushman brings with him many years of experience in the
transportation industry. Prior to his employment with the Company,
Mr. Cushman served as Senior Vice President of Sales and Marketing for CRST
International, Inc. in Cedar Rapids, Iowa (“CRST”), from July 2008 to July 2009,
and as Vice President and General Manager of Dedicated Services for CRST from
March 2008 to July 2008. From January 2007 to March 2008, Mr. Cushman
was Senior Executive Vice President and Chief Marketing Officer for Werner
Enterprises in Omaha, Nebraska. From January 2002 to December 2006,
he served as Executive Vice President Chief Marketing and Operations Officer for
Werner Enterprises.
Mr.
Cushman and the Company entered into an employment agreement dated June 29, 2009
(the “Employment Agreement”), subject to approval by the Board, which occurred
on July 13, 2009. Pursuant to the Employment Agreement, the Company
agreed to pay Mr. Cushman an annual salary of $400,000. In addition,
he is entitled to a three-year loan-bonus of $55,000 to be used at his
discretion toward expenses for his relocation to Tontitown, Arkansas, and the
sale of his home. Upon Mr. Cushman’s third anniversary of his
Employment Agreement, the loan-bonus will become a bonus. In the
event of an earlier separation from the Company, Mr. Cushman will be obligated
to repay the loan. The Company has also agreed to reimburse Mr.
Cushman for up to $1,800 per month for up to eighteen months for temporary
living expenses. Mr. Cushman may be eligible to earn a bonus
incentive award based on the Company’s audited results of operations for January
1, 2010 through December 31, 2010. The bonus will be a percentage of
Mr. Cushman’s annual salary based on the Company’s consolidated operating ratio
for the 2010 calendar year determined according to the table provided in Exhibit
A to the P.A.M. Transportation Services, Inc. Incentive Compensation Plan for
Calendar Year 2010. Payment of any such bonus will be made as
follows: 50% of the bonus will be paid on or before March 31, 2011;
25% of the bonus will be paid on or before March 31, 2012; and 25% of the bonus
will be paid on or before March 31, 2013. Mr. Cushman must be an
active or retired employee to receive the payout. Mr. Cushman’s
performance will be reviewed annually for changes in base compensation and
bonus.
Pursuant
to the Employment Agreement, the Company may terminate Mr. Cushman’s employment
at any time with or without cause. If the employment of Mr. Cushman
is terminated by the Company without “cause” (as defined in the Employment
Agreement) then Mr. Cushman will be entitled to receive his base salary and any
earned but unpaid bonus for a period of six months following such termination
provided that Mr. Cushman signs a separation agreement with the
Company. The Employment Agreement also provides Mr. Cushman the right
to terminate his employment with the Company upon three months prior written
notice to the Company. However, the Company has the right to
terminate Mr. Cushman’s employment immediately upon receipt of such
notice. In the event of such termination, Mr. Cushman is entitled to
receive his base salary only for the three-month period following the Company’s
receipt of his notice of termination. Mr. Cushman’s employment with
the Company will be terminated upon Mr. Cushman’s death and may be terminated by
the Company upon Mr. Cushman’s disability, provided that Mr. Cushman’s
compensation will continue for a period of six months after the date of
disability.
Under the
Employment Agreement, Mr. Cushman is subject to a covenant not to compete with
the Company for a period of one year following the termination of Mr. Cushman’s
employment with the Company. If Mr. Cushman is terminated by the
Company without “cause” (as defined in the Employment Agreement), this covenant
not to compete is for only six months, unless extended by the Board to up to one
year. If the Board extends the covenant not to compete to one year,
the Board must extend Mr. Cushman’s base salary payments for the same
period.
In
connection with Mr. Cushman’s employment as President of the Company, he has
been appointed by the Board as a director of the Company to fill to the vacant
position previously held by Mr. Weaver, effective July 13, 2009. Mr.
Cushman has also been appointed to the Executive Committee of the
Board. Mr. Cushman does not serve as a director of any other public
company.
Mr.
Cushman has not been granted any stock options in connection with his becoming
an employee and a director of the Company.
This
description of the terms of the Company’s employment of Mr. Cushman does not
purport to be complete and is qualified in its entirety to the full text of the
letter to Mr. Cushman from Peter J. Dwyer, Jr., HR Advisor to the Chairman of
the Board of the Company, dated June 26, 2009, the Employment Agreement, and the
P.A.M. Transportation Services, Inc. Incentive Compensation Plan for Calendar
Year 2010, which are attached hereto as Exhibits 10.1, 10.2 and 10.3,
respectively, and are incorporated by reference herein.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits
|
Exhibit
No.
|
Description
|
|
|
10.1
|
Letter
to Daniel J. Cushman from Peter J. Dwyer, Jr., HR Advisor to the Chairman
of the Board of the Company, dated June 26, 2009
|
|
|
10.2
|
Employment
Agreement between Daniel J. Cushman and the Company, dated June 29,
2009
|
|
|
10.3
|
P.A.M.
Transportation Services, Inc. Incentive Compensation Plan Calendar Year
2010
|
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: July
15, 2009
|
By:
/s/ Larry J.
Goddard_______
|
|
Larry
J. Goddard
Vice
President of Finance, Chief Financial Officer, Secretary and
Treasurer
|