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):
June
12,
2006
___________________________________________________________________
COVENANT
TRANSPORT, INC.
(Exact
name of registrant as specified in its charter)
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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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Explanatory
Note
This
current report on Form 8-K is filed solely to revise and update the description
of capital stock of Covenant Transport, Inc., a Nevada corporation (the
"Company"), that will be available for incorporation by reference into filings
by the Company under the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended.
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Item
8.01
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Other
Events.
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Description
of Capital Stock
The
following summary of the Company's capital stock is subject to, and
is
qualified in its entirety by reference to, applicable provisions
of Nevada
law and the Company's Restated Articles of Incorporation (the "Articles")
and Amended Bylaws (the "Bylaws"). The Articles and Bylaws are
incorporated herein by reference to, respectively, Exhibit 3.1 and
Exhibit
3.2 to this current report on Form 8-K.
Authorized
Stock
The
Company has a total of 30,000,000 shares of authorized capital stock,
all
having a par value of $0.01 per share, consisting of 20,000,000 shares
of
Class A common stock, 5,000,000 shares of Class B common stock, and
5,000,000 shares of preferred stock.
Class
A and Class B Common Stock
Voting.
Holders
of Class A common stock are entitled to one vote per share. Holders
of
Class B common stock are entitled to two votes per share. All actions
submitted to a vote of stockholders are voted on by holders of Class
A and
Class B common stock voting together as a single class, except as
otherwise required by law. Holders of common stock are not entitled
to
cumulative voting in the election of directors.
Conversion.
Class
A common stock has no conversion rights. Holders of Class B common
stock
may convert their Class B common stock into Class A common stock
at any
time at the ratio of one share of Class A common stock for each share
of
Class B common stock. Shares of Class B common stock immediately
and
automatically convert into an equal number of shares of Class A common
stock (and are entitled to one vote per share) if any person other
than
David R. Parker, Jacqueline F. Parker, Jonathan Parker, and Rachel
Parker
(or trusts for the benefit of, or any other entity wholly owned by,
any of
them) obtains ownership of such shares.
Dividends.
Holders
of Class A common stock and Class B common stock are entitled to
receive
dividends payable in cash or property other than common stock on
an equal
basis, if and when such dividends are declared by the Company's Board
of
Directors (the "Board") from funds legally available, subject to
any
preference in favor of outstanding shares of preferred stock, if
any. In
the case of any dividend payable in common stock, all holders of
common
stock shall receive the same percentage dividend, with the holders
of
Class A common stock receiving shares of Class A common stock and
the
holders of Class B common stock receiving shares of Class A or Class
B
common stock, as determined by the Board when declaring such
dividend.
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Liquidation.
In
the event of liquidation, holders of Class A and Class B common stock
share with each other on a ratable basis as a single class in the
net
assets of the Company available for distribution after payment or
provision for liabilities of the Company and payment of the liquidation
preference, if any, on any outstanding preferred stock.
Priority
of preferred stock. The
rights, preferences, and privileges of holders of both classes of
common
stock are subject to, and may be adversely affected by, the rights
of the
holders of shares of any series of preferred stock that the Company
may
designate and issue in the future.
Other
terms. In
any merger, consolidation, reorganization, or other business combination,
the consideration to be received per share by holders of either Class
A or
Class B common stock must be identical to that received by holders
of the
other class, except that if, after such business combination, David
R.
Parker, Jacqueline F. Parker, Jonathan Parker, and Rachel Parker
(or
trusts for the benefit of, or any other entity wholly owned by, any
of
them) own, in the aggregate, more than one-third of the equity interest
in
the surviving entity, any securities received by them may differ
as to
voting rights only to the extent that voting rights now differ between
Class A and Class B common stock. Holders of common stock are not
entitled
to preemptive rights, and neither the Class A common stock nor the
Class B
common stock is subject to redemption.
Preferred
Stock
The
Board is authorized to issue from time to time, without approval
of the
stockholders, up to 5,000,000 shares of preferred stock in one or
more
series. The Board may fix for each series (i) the distinctive serial
designation and number of shares of the series; (ii) the voting powers
and
the right, if any, to elect a director or directors (and the terms
of
office of any such directors); (iii) the dividend rights, if any;
(iv) the
terms of redemption, and the amount of and provisions regarding any
sinking fund for the purchase or redemption thereof; (v) the liquidation
preferences and the amounts payable on dissolution or liquidation;
(vi)
the terms and conditions under which shares of the series may or
shall be
converted into any other series or class of stock or debt of the
corporation; and (vii) any other terms or provisions which the Board
is
legally authorized to fix or alter.
The
actual effect of the authorization to issue preferred stock on the
rights
of holders of common stock will depend on the specific rights of
the
holders of any series of preferred stock, as determined by the Board.
Depending upon the rights granted to any series of preferred stock,
issuance thereof could adversely affect the voting power, liquidation
preference, or other rights of the holders of common stock or other
preferred stock. The issuance of preferred stock could have the effect
of
making it more difficult for a third party to acquire, or of discouraging
a third party from acquiring, control of the Company.
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Certain
Provisions of Articles, Bylaws, and Nevada statutes
Provisions
with anti-takeover implications. As
described above, the Board may issue preferred stock and set the
voting
rights, preference, and other terms thereof, and the Class B common
stock
possesses disproportionate voting rights. In addition, the Bylaws
provide
that a special meeting of stockholders may be called only by the
Chairman
of the Board, the President, or a majority of the directors. Stockholders
are not permitted to call a special meeting of stockholders, to require
that the Chairman call such a special meeting, or to require that
the
Board request the calling of a special meeting of stockholders. Such
provisions, and the provisions of Chapter 78 of the Nevada Revised
Statutes summarized below, may have an anti-takeover effect and may
delay,
defer, or prevent a tender offer or takeover attempt not first approved
by
the Board.
Indemnification
and limitation of liability. Under
the terms of the Articles and Bylaws, the Company will indemnify
its
officers, directors, employees, and agents against all liabilities
and
expenses actually and reasonably incurred in connection with service
for
or on behalf of the Company to the fullest extent allowed by Chapter
78 of
the Nevada Revised Statutes, unless it is ultimately determined by
a court
of competent jurisdiction that (i) they failed to act in a manner
they
believed in good faith to be in, or not opposed to, the best interests
of
the Company, and (ii) with respect to any criminal proceeding, had
reasonable cause to believe their conduct was lawful. In addition,
the
applicable provisions mandate that the Company indemnify its officers
and
directors who have been successful on the merits or otherwise in
the
defense of any such action, suit, or proceeding against expenses
(including attorneys' fees) actually and reasonably incurred by them
in
connection with such defense. The Articles also eliminate, to the
fullest
extent permitted by Nevada law, the liability of directors and officers
to
the Company or its stockholders for monetary or other damages for
breach
of fiduciary duties as a director or officer.
Nevada
anti-takeover statutes
Business
combinations act.
The Articles do not opt out of Nevada's anti-takeover law, and, therefore,
the Company is subject to its provisions. This law provides that
any
person who is:
· the
direct or indirect beneficial owner of 10% or more of outstanding
voting
stock of a Nevada corporation; or
· an
affiliate or associate of a Nevada corporation who, at any time within
three years, was the direct or indirect owner of 10% or more the
corporation's outstanding voting stock
is
an interested stockholder who cannot engage in specified business
combinations with the corporation for a period of three years after
the
date on which the person became an interested stockholder. Business
combinations encompass a wide variety of transactions with or caused
by an
interested stockholder, including mergers, asset sales, and other
transactions in which the interested stockholder receives or could
receive
a benefit on other than a pro rata basis with other stockholders.
Provisions of this law have an anti-takeover effect on transactions
not
approved in advance by the Board.
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Control
shares act.
Nevada law provides that, in certain circumstances, a stockholder
who
acquires a controlling interest in a corporation, defined in the
statute
as an interest in excess of a 1/5, 1/3, or 1/2 interest in the voting
power of the corporation in the election of directors, has only such
voting rights in the shares acquired that caused the stockholder
to exceed
any such threshold as are conferred by a majority vote of the
corporation's stockholders at an annual or special stockholders'
meeting.
The Articles and Bylaws do not opt out of this act; as a result,
it is
applicable to the Company.
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Item
9.01
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Financial
Statements and Exhibits.
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(c)
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Exhibits.
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EXHIBIT
NUMBER
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EXHIBIT
DESCRIPTION
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3.1
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Restated
Articles of Incorporation of Covenant Transport, Inc. (incorporated
by
reference to Exhibit 3.1 to the Registration Statement on Form S-1
(File
No. 33-82978), filed August 17, 1994 (the "Form S-1"))
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3.2
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Amended
Bylaws of Covenant Transport, Inc. (incorporated by reference to
Exhibit
3.2 to the Form S-1)
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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
TRANSPORT, INC.
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Date:
June 12,
2006
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By:
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/s/
Joey B. Hogan
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Joey
B. Hogan
Executive
Vice President and Chief Financial
Officer
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EXHIBIT
INDEX
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EXHIBIT
NUMBER
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EXHIBIT
DESCRIPTION
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3.1
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Restated
Articles of Incorporation of Covenant Transport, Inc. (incorporated
by
reference to Exhibit 3.1 to the Registration Statement on Form S-1
(File
No. 33-82978), filed August 17, 1994 (the "Form S-1"))
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3.2
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Amended
Bylaws of Covenant Transport, Inc. (incorporated by reference to
Exhibit
3.2 to the Form S-1)
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