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):
May 14,
2010
___________________________________________________________________
COVENANT
TRANSPORTATION GROUP, INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
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000-24960
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88-0320154
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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400
Birmingham Hwy., Chattanooga, TN
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37419
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(Address
of principal executive offices)
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(Zip
Code)
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(423)
821-1212
(Registrant's
telephone number, including area code)
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:
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[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01
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Other Events.
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David R.
Parker, Chairman, President, and Chief Executive Officer of Covenant
Transportation Group, Inc. (the "Company"); Joey B. Hogan, Senior Executive Vice
President and Chief Operating Officer of the Company and President of one of the
Company's subsidiaries; and Tony Smith, President of one of the Company's
subsidiaries (collectively, the "Executive Officers") adopted option trading
plans in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and the Company's policies regarding securities
transactions. Messrs. Parker and Hogan adopted their plans on May 14,
2010, and Mr. Smith adopted his plan on May 18, 2010.
The Company
granted to approximately 75 individuals ten-year options to purchase
approximately 486,000 shares of the Company’s Class A common stock on July 27,
2000, of which 163,439 currently remains outstanding. The prices at
which these options have previously been exercised by recipients range from
$13.40 to $21.50 per share. The Executive Officers have adopted the
plans for the limited purpose of conducting cashless exercises through their
brokers of these options that expire July 27, 2010, subject to minimum price
thresholds specified in the plans. Due to the upcoming expiration on
July 27, 2010, the plans were adopted to permit the cashless exercise of such
options prior to expiration, subject to minimum price thresholds specified in
the plans.
Under Rule 10b5-1, directors, officers, and other employees who are not in possession of material non-public information may adopt pre-arranged plans or contracts for the sale of Company securities under specified conditions and at specified times. After adoption of such a plan and during the term of the plan, the officer or director has no further involvement in carrying out the trades under the plan, but may terminate the plan at any time. The Company also has the right to terminate the plan at any time.
Each of
the Executive Officers has options with upcoming expirations as
follows:
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Name
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Grant
Date
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Number
of
Shares
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Option
Exercise
Price
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Option
Expiration
Date
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David
R. Parker
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07/27/00
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110,000
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$8.00
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07/27/10
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Joey
B. Hogan
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07/27/00
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30,000
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$8.00
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07/27/10
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Tony
Smith
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07/27/00
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5,000
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$8.00
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07/27/10
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Transactions
under the Executive Officers' plans, if any, will be reported to the Securities
and Exchange Commission in accordance with applicable securities laws, rules,
and regulations.
This current
report contains forward-looking statements that are subject to risks and
uncertainties, and there can be no assurance that any shares will be sold under
the Executive Officers' plans. Investors should refer to the
Company's annual and other periodic reports filed with the Securities and
Exchange Commission for a discussion of the risks and uncertainties associated
with ownership of the Company's securities. The Company does not
undertake to report Rule 10b5-1 plans that may be adopted by any officers
or directors in the future, or to report any modifications or terminations of
any publicly announced trading plan, except to the extent required by
law.
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.
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COVENANT
TRANSPORTATION GROUP, INC.
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Date: May
19, 2010
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By:
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/s/ Richard B.
Cribbs
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Richard
B. Cribbs
Senior
Vice President and Chief Financial
Officer
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