UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 14, 2004
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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 office, including sip code)
(317) 972-7000
(Registrant's telephone number, including area code)
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
second fiscal quarter financial and
operating results
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
ITEM 9. REGULATION FD DISCLOSURE.
Not applicable.
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.
On Wednesday, January 14, 2004, Celadon Group, Inc., a Delaware
corporation (the "Company"), issued a press release (the "Press Release")
announcing its financial and operating results for the three and six months
ended December 31, 2003, the second fiscal quarter of the Company's fiscal year
ending June 30, 2004. A copy of the Press Release is attached to this report as
Exhibit 99.1.
The information contained in this report and the exhibit hereto shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.
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 results may differ from those anticipated by
forward-looking statements. Please refer to the Company's Annual Report on Form
10-K and other filings with the Securities and Exchange Commission for
information concerning risks, uncertainties, and other factors that may affect
future results.
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: January 20, 2004 By: /s/ Stephen Russell
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Stephen Russell, Chairman and
Chief Executive Officer