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):
January 26, 2006 (January 24, 2006)
FORWARD AIR CORPORATION
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(Exact name of registrant as specified in its charter)
Tennessee 000-22490 62-1120025
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) Identification No.)
430 Airport Road
Greeneville, Tennessee 37745
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (423) 636-7000
Not Applicable
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(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:
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 1. REGISTRANT'S BUSINESS AND OPERATIONS.
Item 1.01. Entry Into a Material Definitive Agreement.
On January 24, 2006, Forward Air Corporation (the "Company")
contemporaneously entered into an Employment Agreement and a Restrictive
Covenants Agreement (collectively, "the Employment Agreement") with Bruce A.
Campbell, President and Chief Executive Officer, of the Company. Mr. Campbell
also serves on the Board of Directors. This agreement replaces a previous
employment agreement, which had an initial term through October 27, 2006.
Certain key terms of the Employment Agreement are described herein. The
description contained herein is qualified in its entirety by reference to the
actual language of the Employment Agreement, a copy of which is attached as
Exhibit 99.1 to this Current Report on Form 8-K (this "Report"). In the event of
any conflict between the language of the description contained in this Report
and the Employment Agreement itself, the terms of the Employment Agreement shall
govern in all respects.
The Employment Agreement became effective January 24, 2006 and is for a
term ending on the day before the Company's annual meeting of shareholders in
2008. The term automatically extends for one additional year unless otherwise
terminated by the Board of Directors or Mr. Campbell upon notice. Under the
Employment Agreement, Mr. Campbell will receive an annual base salary of no less
than $400,000. In addition, Mr. Campbell will be eligible to receive long-term
incentive awards under the Company's 1999 Stock Option and Incentive Plan, or
such other plan that the Company may adopt. Mr. Campbell will be eligible to
receive an annual year-end cash bonus dependent upon the achievement of
performance objectives by Mr. Campbell and the Company as established by the
Board of Directors or a Board committee. The Employment Agreement provides that
Mr. Campbell will be entitled to the same fringe benefits as are generally
available to the Company's executive officers.
Under the Employment Agreement, the Company may terminate Mr. Campbell at
any time with or without just cause (as defined in the Employment Agreement). If
the Company should terminate Mr. Campbell without just cause, he would be
entitled to receive (i) his base salary for the longer of one year from the date
of such termination or the remainder of the then-pending term of the Employment
Agreement; (ii) any unpaid bonus amounts previously earned; and (iii) continued
insurance coverage for one year from the date of such termination. Mr. Campbell
would not be entitled to any unearned salary, bonus or other benefits if the
Company were to terminate him for just cause.
Mr. Campbell also may terminate the Employment Agreement at any time;
however, he would not be entitled to any unearned salary, bonus or other
benefits if he does so absent circumstances resulting from a change of control
or material change in duties (each as defined in the Employment Agreement). In
the event of a change of control or material change in duties, Mr. Campbell
would have two options. Mr. Campbell may resign and receive (i) his base salary
for twelve months following the date of the change of control or material change
in duties; (ii) a cash bonus equal to the prior year's year-end cash bonus, plus
any unpaid bonus amounts previously earned; (iii) any other payments due,
including, among others, accrued and unpaid vacation pay; (iv) immediate
acceleration of any unvested stock options; and (v) continued insurance coverage
for one year following the date of the change of control or material change in
duties. Alternatively, Mr. Campbell could continue to serve as President and
Chief Executive Officer of the Company for the duration of the term of the
Employment Agreement or until he or the Company terminates it.
The Employment Agreement also contains non-competition, non-solicitation
and non-disclosure provisions following termination.
The information in this report and the exhibit hereto may contain
"forward-looking statements," as defined in Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Forward-looking statements are statements other than historical
information or statements of current condition and relate to future events or
our future financial performance. Some forward-looking statements may be
identified by use of such terms as "believes," "anticipates," "intends,"
"plans," "estimates," "projects" or "expects." Such forward-looking statements
involve known and unknown risks, uncertainties and other factors that may cause
our actual results, performance or achievements to be materially different from
any future results, performance or achievements expressed or implied by such
forward-looking statements. The following is a list of factors, among others,
that could cause actual results to differ materially from those contemplated by
the forward-looking statements: economic factors such as recessions, inflation,
higher interest rates and downturns in customer business cycles, our inability
to maintain our historical growth rate because of a decreased volume of freight
moving through our network or decreased average revenue per pound of freight
moving through our network, increasing competition and pricing pressure, surplus
inventories, loss of a major customer, the creditworthiness of our customers and
their ability to pay for services rendered, our ability to secure terminal
facilities in desirable locations at reasonable rates, the inability of our
information systems to handle an increased volume of freight moving through our
network, changes in fuel prices, claims for property damage, personal injuries
or workers' compensation, employment matters including rising health care costs,
enforcement of and changes in governmental regulations, environmental and tax
matters, the handling of hazardous materials, the availability and compensation
of qualified independent owner-operators and freight handlers needed to serve
our transportation needs and our inability to successfully integrate
acquisitions. As a result of the foregoing, no assurance can be given as to
future financial condition, cash flows or results of operations. We undertake no
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
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99.1 Employment Agreement dated January 24, 2006, between Forward Air
Corporation and Bruce A. Campbell, including Exhibit A,
Restrictive Covenants Agreement entered into contemporaneously
with and as part of the Employment Agreement.
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.
FORWARD AIR CORPORATION
Date: January 26, 2006 By: /s/ Matthew J. Jewell
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Matthew J. Jewell
Senior Vice President, General Counsel and
Secretary
EXHIBIT INDEX
Exhibit
Number Description
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99.1 Employment Agreement dated January 24, 2006, between Forward Air
Corporation and Bruce A. Campbell, including Exhibit A,
Restrictive Covenants Agreement entered into contemporaneously
with and as part of the Employment Agreement.