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): February 15, 2005
FORWARD AIR CORPORATION
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(Exact name of registrant as specified in its charter)
Tennessee 000-22490 62-1120025
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) Identification No.)
430 Airport Road
Greeneville, Tennessee 37745
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (423) 636-7000
Not Applicable
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(Former name or former address, if changed since last report)
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))
EXPLANATORY NOTE
The information in this Report, including the exhibit, is being
furnished pursuant to Item 2.02 and Item 7.01 of Form 8-K and General
Instruction B.2 to Form 8-K. Such information shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended.
Item 2.02 and Item 7.01.
Results of Operations and Financial Condition and Regulation FD Disclosure.
Attached as Exhibit 99.1 and incorporated herein by reference is a copy
of Forward Air Corporation's press release, dated February 15, 2005, announcing
its financial results for the quarter and year ended December 31, 2004,
authorization of a three-for-two stock split and initiation of a cash dividend
policy.
The three-for-two stock split will be effected in the form of a stock
dividend to common stock shareholders of record as of the close of business on
March 18, 2005. The additional shares will be distributed to shareholders on or
about April 1, 2005. Cash will be paid in lieu of issuing fractional shares.
The Board of Directors has initiated a cash dividend policy and
declared a quarterly cash dividend of $0.06 per share of common stock on a post
split-adjusted basis. The Board of Directors approved a dividend policy that
anticipates an annual dividend of $0.24 per share of common stock, payable in
four quarterly increments of $0.06 per share of common stock. The actual
declaration and payment of future cash dividends is subject to final
determination by the Registrant's Board of Directors each quarter.
The Registrant's first cash dividend is payable to common stock
shareholders of record on April 4, 2005 and is expected to be paid on April 18,
2005. Accordingly, the cash dividend will be paid on a post-split basis.
A copy of the press release is attached as Exhibit 99.1 hereto.
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The information in this report and the exhibit hereto may contain
"forward-looking statements," as defined in Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Forward-looking statements are statements other than historical
information or statements of current condition and relate to future events or
our future financial performance. Some forward-looking statements may be
identified by use of such terms as "believes," "anticipates," "intends,"
"plans," "estimates," "projects" or "expects." Such forward-looking statements
involve known and unknown risks, uncertainties and other factors that may cause
our actual results, performance or achievements to be materially different from
any future results, performance or achievements expressed or implied by such
forward-looking statements. The following is a list of factors, among others,
that could cause actual results to differ materially from those contemplated by
the forward-looking statements: economic factors such as recessions, inflation,
higher interest rates and downturns in customer business cycles, our inability
to maintain our historical growth rate because of a decreased volume of freight
moving through our network or decreased average revenue per pound of freight
moving through our network, increasing competition and pricing pressure, surplus
inventories, loss of a major customer, the creditworthiness of our customers and
their ability to pay for services rendered, our ability to secure terminal
facilities in desirable locations at reasonable rates, the inability of our
information systems to handle an increased volume of freight moving through our
network, changes in fuel prices, claims for property damage, personal injuries
or workers' compensation, employment matters including rising health care costs,
enforcement of and changes in governmental regulations, environmental and tax
matters, the handling of hazardous materials, the availability and compensation
of qualified independent owner-operators and freight handlers needed to serve
our transportation needs and our inability to successfully integrate
acquisitions. As a result of the foregoing, no assurance can be given as to
future financial condition, cash flows or results of operations. We undertake no
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits. The following exhibit is being furnished as part of this
Report.
Exhibit
Number Description
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99.1 Press Release of Forward Air Corporation dated February 15, 2005.
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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.
FORWARD AIR CORPORATION
Date: February 15, 2005 By: /s/ Andrew C. Clarke
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Andrew C. Clarke
Chief Financial Officer
and Senior Vice President
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release of Forward Air Corporation dated February 15, 2005.