a5515767.htm
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): October 10,
2007
FORWARD
AIR CORPORATION
(Exact
name of registrant as specified in its charter)
Tennessee
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000-22490
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62-1120025
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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430
Airport Road, Greeneville, Tennessee
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37745
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(Address
of principal executive offices)
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(ZIP
Code)
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Registrant’s
telephone number, including area code: (423)
636-7000
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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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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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Section
1. Registrant’s Business and Operations
Item
1.01. Entry into a Material Definitive
Agreement.
The
disclosures set forth in Item 2.03 of this Current Report on Form 8-K are
incorporated herein by reference.
Section
2. Financial Information
Item
2.02. Results of Operations and Financial
Condition.
The
information in this section of this Current Report on Form 8-K and
Exhibit 99.1 attached hereto shall not be deemed “filed” for the purposes
of Section 18 of the Securities Exchange Act of 1934, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of
1933,
except as shall be expressly set forth by specific reference in such
filing.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
On
October
10, 2007, the Company and certain of its subsidiaries entered into a five-year
senior, unsecured revolving credit facility (the “Facility”) with Wachovia Bank,
National Association (the “Bank”), in an aggregate principal amount of $100
million with a sublimit of $20 million for letters of credit. The
Facility may be increased to a maximum of $150 million pursuant to the terms
of
the credit agreement and at the discretion of the Bank. The Facility
expires in October 2012 and will be used for working capital and general
corporate purposes, to finance future acquisitions and to repurchase the
Company’s stock. The Facility will replace the Company’s $20 million
facility with First Tennessee Bank National Association that was scheduled
to
expire in April 30, 2008. Unless the Company elects otherwise under
the credit agreement, interest on borrowings under the Facility are based on
the
London InterBank Offered Rate plus a margin that can range from 60 basis points
to 85 basis points depending on the Company’s ratio of total indebtedness to
earnings before interest, taxes, depreciation and amortization, as defined
in
the credit agreement. The Facility contains financial covenants and
other covenants that, among other things, restrict the ability of the Company
and its subsidiaries, without the approval of the lenders, to engage in certain
mergers, consolidations, asset sales, transactions or to incur liens, as defined
in the credit agreement. A copy of the Facility agreement is included as
Exhibit 10.1 to this Current Report on Form 8-K.
Section
9. Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
10.1
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Credit
Agreement dated October 10, 2007 between Forward Air Corporation
and
certain of its subsidiaries and Wachovia Bank, National
Association
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99.1
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Press
release of Forward Air Corporation dated October 10,
2007
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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FORWARD
AIR CORPORATION
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/s/
Matthew J. Jewell
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Name:
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Matthew
J. Jewell
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Title:
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Senior
Vice President, General Counsel and Secretary
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Date: October
11, 2007
INDEX
TO
EXHIBITS
Exhibit
No.
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Description
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Exhibit
2.1
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Credit
Agreement dated October 10, 2007 between Forward Air Corporation
and
certain of its subsidiaries and Wachovia Bank, National
Association
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Exhibit
99.1
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Press
release of Forward Air Corporation dated October 10,
2007
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3