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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Celadon Group Inc (CE) | USOTC:CGIP | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.000001 | 0.00 | 01:00:00 |
Delaware
|
001-34533
|
13-3361050
|
(State or other jurisdiction
of incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
9503 East 33
rd
Street
One Celadon Drive, Indianapolis, IN
|
46235
|
(Address of principal executive offices)
|
(Zip Code)
|
[ ]
|
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))
|
[ ]
|
Emerging growth company
|
[ ]
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
|
Item 3.02 |
Unregistered Sales of Equity Securities.
|
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
Grant Type / Number of Shares
|
Vesting Criteria / Exercise Terms
|
|
Restricted Stock – 200,000 shares
|
Shares
will be fully vested at the commencement of Mr. Svindland's employment with the Company but subject to a two-year holding period.
|
|
Restricted Stock – 200,000 shares
|
Shares
will be fully vested at the commencement of Mr. Svindland's employment with the Company but subject to a holding period that will lapse upon the earliest to occur of (i) the second anniversary of the grant date, (ii) the termination of Mr. Svindland by the Company without Cause, and (iii) Mr. Svindland terminating his employment for Good Reason within 12 months following a qualifying Change in Control.
|
Restricted Stock – 100,000 shares
|
Time vesting restricted stock, which will vest in equal quarterly installments beginning on the second anniversary of the grant date, with all shares fully vesting on the fourth anniversary of the grant date.
|
|
Restricted Stock – 100,000 shares
|
Performance vesting shares of restricted stock, which will vest upon the first to occur of the following: (i) a sale of the Company at a price per share in excess of the price per share on the date of issuance of the award, (ii) a consolidated operating ratio for any fiscal year equal to or lower than 95%, and (iii) the closing price of the Company's common stock is $8.00 or greater for twenty consecutive trading days. Unvested shares will expire and be forfeited upon the earlier of (x) termination of employment and (y) five years after the date of issuance.
|
|
Stock Options – 200,000 shares
|
70,000 of the options will have an exercise price equal to the closing trading price on the date of the grant, 70,000 will have an exercise price equal to the closing trading price on the date of the grant plus one dollar, and 60,000 will have an exercise price equal to the closing trading price on the date of the grant plus two dollars. The options will vest in one-third installments on each of the second, third, and fourth anniversaries of the grant date.
|
(d)
|
Exhibits.
|
||
EXHIBIT
|
|||
NUMBER
|
EXHIBIT DESCRIPTION
|
||
Consulting Agreement, dated July 18, 2017, between Celadon Group, Inc. and Paul Will
|
|||
Press Release of Celadon Group, Inc. dated July 13, 2017
|
CELADON GROUP, INC.
|
||
Date:
July 19, 2017
|
By:
|
/s/ Bobby Peavler
|
Bobby Peavler
Executive Vice President, Chief Financial Officer,
and Treasurer
|
EXHIBIT
NUMBER
|
EXHIBIT DESCRIPTION
|
|
Consulting Agreement, dated July 18, 2017, between Celadon Group, Inc. and Paul Will
|
||
Press Release of Celadon Group, Inc. dated July 13, 2017
|
1 Year Celadon (CE) Chart |
1 Month Celadon (CE) Chart |
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