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):
November
14, 2008
__________________________________________________________________
CELADON
GROUP, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
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000-23192
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13-3361050
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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9503
East 33rd
Street
One
Celadon Drive, Indianapolis, IN
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46235
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(Address
of principal executive offices)
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(Zip
Code)
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(317)
972-7000
(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:
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[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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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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[
]
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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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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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Amendment to Celadon Group,
Inc. 2006 Omnibus Incentive Plan
On August
22, 2008, the Board of Directors of Celadon Group, Inc., a Delaware corporation
(the "Company"), approved an amendment to the Company's 2006 Omnibus Incentive
Plan (the "Incentive Plan"), subject to stockholder approval, to increase the
number of shares of the Company's common stock reserved and available for
issuance of stock grants, options, and other equity awards to the Company's
employees, directors, and consultants, by 1,000,000 shares (the "Incentive Plan
Amendment"). On November 14, 2008, at the Company's 2008 Annual
Meeting of Stockholders, the Company's stockholders approved the adoption of the
Incentive Plan Amendment. A summary of the terms and conditions of
the amendment to the Incentive Plan is set forth in the Company's fiscal 2008
Proxy Statement as filed with the Securities and Exchange Commission on October
3, 2008 and is incorporated herein by reference.
SIGNATURE
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.
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CELADON
GROUP, INC.
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Date:
November 20, 2008
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By:
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/s/
Paul Will
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Paul
Will
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Vice
Chairman, Executive Vice President, Chief Financial
Officer, Assistant Secretary, and
Treasurer
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