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): August 11, 2005
USA TRUCK, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 0-19858 | 71-0556971 | |
| (Commission File Number) | (I.R.S. Employer Identification No.) | |
| 3200 Industrial Park Road | ||
| Van Buren, Arkansas | 72956 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| (479) 471-2500 |
| (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:
| ¨ | 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)) |
Item 7.01 Regulation FD Disclosure.
On August 11, 2005 USA Truck, Inc. (NASDAQ: USAK) announced that it had priced the follow-on public offering of its common stock at a price of $25.00 per share. The offering consists of 3,000,000 shares, including 2,000,000 shares offered by the Company and 1,000,000 shares offered by selling stockholders, which include Robert M. Powell, Chairman and CEO, Jerry D. Orler, President, and Mr. Orler’s spouse. In addition, Mr. Powell has granted the underwriters a 30-day option to purchase up to an additional 450,000 shares of common stock to cover over-allotments, if any. A.G. Edwards is the lead manager of the offering and Stephens Inc., BB&T Capital Markets and Morgan Keegan & Company, Inc. are co-managers.
A registration statement relating to these securities has been filed with the Securities and Exchange Commission and has been declared effective. This Current Report shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
The information in this Current Report is being furnished, not filed, pursuant to Regulation FD. The information in this Current Report, including the exhibit hereto, shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended. The furnishing of the information in this Current Report is not intended to, and does not, constitute a determination or admission that the information in this Current Report is material, or that investors should consider this information before making an investment decision with respect to any security of USA Truck.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99.1 News release issued by the Registrant on August 11, 2005.
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.
| USA Truck, Inc. | ||||
| (Registrant) | ||||
| Date: August 15, 2005 | /s/ ROBERT M. POWELL | |||
| Robert M. Powell | ||||
| Chairman and Chief Executive Officer | ||||
| Date: August 15, 2005 | /s/ JERRY D. ORLER | |||
| Jerry D. Orler | ||||
| President | ||||
| Date: August 15, 2005 | /s/ CLIFTON R. BECKHAM | |||
| Clifton R. Beckham | ||||
| Sr. Vice President – Finance and Chief Financial Officer | ||||
INDEX TO EXHIBITS
| Exhibit Number |
Exhibit | |
| 99.1 | News release issued by the Registrant on August 11, 2005 |