SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Form 8-K
Current report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report:
October 27, 2003
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CELADON GROUP, INC.
Delaware 0-23192 13-3361050
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
Of incorporation) Identification No.)
One Celadon Drive
Indianapolis, IN 46235
(Address, including zip code, of registrant's
principal executive office)
(317) 972-7000
(Registrant's telephone number,
including area code)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
Not applicable.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
EXHIBIT NUMBER EXHIBIT TITLE
99.1 Celadon Group, Inc. press release announcing first
quarter financial and operating results
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable
ITEM 9. REGULATION FD DISCLOSURE
The following information regarding the press release of Celadon Group,
Inc. (the "Company") announcing its third quarter financial and operating
results is intended to be furnished under Item 12, "Results of Operations and
Financial Condition," but is instead being furnished pursuant to Item 9 in
accordance with the interim guidance contained in Securities Exchange Commission
Release No. 33-8216. The information contained in this report and the exhibit
hereto shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in
such a filing.
On Monday, October 27, 2003, Celadon Group, Inc., a Delaware
corporation (the "Company"), released its third quarter financial and operating
results (the "Press Release") before the open of the market and will be holding
a live conference call to discuss the Press Release and other matters on Monday,
October 27, 2003, at 10:00 a.m. ET. A copy of the Press Release is attached to
this report as Exhibit 99.1.
The information herein (including the exhibits hereto) and the
statements by Company representatives during the conference call contain
"forward-looking statements" that are made pursuant to the safe-harbor
provisions of the Private Securities Litigation Reform Act of 1995 and otherwise
may be protected. Such statements are made based on the current beliefs and
expectations of the Company's management and are subject to significant risks
and uncertainties. Actually results may differ from those anticipated by
forward-looking statements. Please refer to the Company's Annual Report on Form
10-K and other filings with the Securities and Exchange Commission for
information concerning risks, uncertainties and other factors that may affect
future results.
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, thereunto duly authorized.
Celadon Group, Inc.
/s/Stephen Russell
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Stephen Russell
Chairman and Chief Executive Officer
Dated: October 27, 2003
EXHIBIT INDEX
99.1 Celadon Group, Inc. Press Release announcing first quarter financial
and operating results