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 27, 2006 (February 24, 2006)
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))
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Effective February 24, 2006, Rodney L. Bell was appointed to the office of
Chief Accounting Officer of Forward Air Corporation (the "Company"). Mr. Bell,
who is 43 years old and a Certified Public Accountant, has served in several
capacities with the Company and its subsidiaries since March 1992. Mr. Bell was
Assistant Controller from March 1992 until being appointed Controller in
February 1995. He began serving as Vice President and Controller in October
2000, and will continue serving in those capacities.
There are no family relationships between Mr. Bell and any directors or
other executive officers of the Company. In addition, there are no arrangements
or understandings between Mr. Bell and any other persons pursuant to which he
was appointed as Chief Accounting Officer. There have been no transactions since
the beginning of the Company's last fiscal year, or any currently proposed
transaction, or series of similar transactions, to which the Company was or is
to be a party, in which the amount involved exceeds $60,000 and in which Mr.
Bell had, or will have, a direct or indirect material interest.
The information in this report 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.
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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 27, 2006 By: /s/ Matthew J. Jewell
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Matthew J. Jewell
Senior Vice President, General Counsel
and Secretary
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