8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): March 28, 2005

SWIFT TRANSPORTATION CO., INC.

(Exact Name of Registrant as Specified in Charter)

Nevada	0-18605	86-0666860
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2200 South 75th Avenue, Phoenix, Arizona	85043
(Address of Principal Executive Offices)	(Zip Code)

(602) 269-9700

(Registrant’s telephone number, including area code)

(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 (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

     On March 28, 2005, the Company announced that it has:

•   hired Glynis Bryan as its Executive Vice President and Chief Financial Officer;

•   hired Sam Cowley as its Executive Vice President and General Counsel; and

•   appointed Karen Rasmussen to the Board of Directors as a Class III Director and as a member of the Board’s Nominating/Corporate Governance Committee.

     Glynis Bryan, 46, served as Chief Financial Officer of APL Logistics Services, a global logistics subsidiary of a Singapore based transportation and shipping company from 2001 to March 2005. Prior to joining APL Logistics Services, Ms. Bryan spent 16 years with Ryder Systems, Inc. In 2000, Ms. Bryan served as Senior Vice President of Ryder Capital Services, where she was responsible for the development of a new financial services product line and for the separate segmented reporting of this product line for financial reporting purposes. From 1998 to 2000, Ms. Ryan served as Senior Vice President and Chief Financial Officer of Ryder Transportation Services, Ryder’s largest business unit with annual revenue in excess of $3.5 billion and operations in North America and Europe. From 1997 to 1998, she served as Ryder’s Vice President and Treasurer. From 1996 to 1997, she served as Vice President—International of Ryder Global Integrated Logistic, Ryder’s $650 million international business unit with operations in seven countries. Prior to that, Ms. Bryan served in various roles with Ryder, including Senior Manager—Planning and Analysis of Ryder Truck Rental, Inc. Ms. Bryan is a graduate of York University, Toronto, Ontario with a B.S. in Psychology and of Florida International University, Miami, Florida with an M.S. in Finance.

     Sam Cowley, 45, has been a practicing attorney in the law firm of Snell & Wilmer L.L.P., Phoenix, Arizona since March 1990. Mr. Cowley’s practice has been concentrated in mergers and acquisitions, securities regulation including Sarbanes-Oxley Act compliance, and corporate finance. Previously he was associated with Reid & Priest, New York, New York. Mr. Cowley is a graduate of Cornell Law School, Ithaca, New York and of Brigham Young University, Provo, Utah with a B.A. in Economics. Mr. Cowley is admitted to practice law in the States of Arizona and New York.

     Karen Rasmussen, 59, has served since 2001 as the President and Chief Executive Officer of the Arizona Trucking Association (ATA), a non-profit trade association made up of trucking, busing, distribution and supplier businesses that operate within the state. Prior to serving at ATA, Ms. Rasmussen served as Director of Government Relations for Ryder System, Inc., a Fortune 500 commercial truck leasing and logistics company, representing Ryder on state governmental issues affecting the company’s operations in 46 states. She also handled environmental, transportation and tax issues at the federal level and managed the Ryder Political Action Committee. Before joining Ryder, Ms. Rasmussen spent nearly 13 years with the California Trucking Association, where she held a number of positions, including Director of

Governmental Affairs, Director of Policy and Vice President. Ms. Rasmussen has represented the trucking industry for more than two decades on dozens of issues ranging from deregulation to safety to the environment. Ms. Rasmussen also serves on the Board of Directors of HELP, Inc., the entity that oversees the nation’s largest truck pre-clearance program, PrePass. Ms. Rasmussen holds a B.A. in Journalism from the University of Central Oklahoma and a Certificate in Association Management from Stanford University.

     Pursuant to their respective offer letters, Ms. Bryan and Mr. Cowley will each receive:

•   an annual salary of $325,000;

•   a sign-on bonus of $100,000; and

•   stock options to acquire 100,000 shares of Swift common stock.

     In addition, Ms. Bryan’s and Mr. Cowley’s respective offer letters provide that if he or she is discharged without “cause” he or she will receive severance payments equal to his or her then current salary for a period of eighteen months.

     A copy of Ms. Bryan’s and Mr. Cowley’s offer letters are attached to this Form 8-K as Exhibit 10.1 and 10.2, respectively.

     Each of Ms. Rasmussen, Ms. Bryan and Mr. Cowley will enter into indemnification agreements with the Company, a form of which was previously filed and is incorporated by reference as Exhibit 10.3 to this Form 8-K.

     A copy of the press release announcing these events is attached to this Form 8-K as Exhibit 99.1

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

     (a) Not applicable.

     (b) Not applicable.

     (c) Exhibits.

          10.1  Offer Letter for Glynis Bryan

          10.2  Offer Letter for Sam Cowley

          10.3  Form of Indemnification Agreement (incorporated by reference to exhibit 10.3 to Form 8-K/A filed on November 9, 2004)

          99.1  Press Release dated March 28, 2005

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.

Dated: March 31, 2005

SWIFT TRANSPORTATION CO., INC.
 

/s/ Jerry Moyes  

By: Jerry Moyes 

Chief Executive Officer 

EXHIBIT INDEX

          10.1  Offer Letter for Glynis Bryan

          10.2  Offer Letter for Sam Cowley

          10.3  Form of Indemnification Agreement (incorporated by reference to exhibit 10.3 to Form 8-K/A filed on November 9, 2004)

          99.1  Press Release dated March 28, 2005

EX-10.1

EXHIBIT 10.1

March 23, 2005

Sam Cowley
2136 E Goldenrod Street
Phoenix, AZ 85044

Re: Hiring Specifications

Dear Mr. Cowley:

You have been offered the position of General Counsel with Swift Transportation, Co., Inc. We have offered you the following compensation package:

•   $325,000.00 annual salary

•   50% target bonus based on performance

•   $100,000.00 sign-on bonus to be paid upon hire. In the event that your employment is terminated, you will repay the sign-on bonus to the company as follows:

•   If you voluntarily terminate your employment within the first 12 months of employment, you will repay 100%

•   If you voluntarily terminate your employment 13 to 24 months from your date of hire, you will repay 66%,

•   If you voluntarily terminate your employment 25 to 36 months from your date of hire, you will repay 33%

•   $700.00 monthly car allowance

•   100,000 stock options will be granted upon hire

•   20% will vest each year

•   100% vested in 5 years

•   20,000 annual target stock options based on performance

•   3 weeks of vacation

•   Eighteen months of severance, based on salary, will be guaranteed if your employment is terminated unless the reason is for gross misconduct

This offer is contingent upon Negative Substance Abuse Screening Test results for controlled substances, job related reference checks, and a pre-employment physical (if required) taken prior to reporting to work.

If the above terms are acceptable, please sign this form on the line indicated below and return it to Barbara Kennedy. Your start date will be April 18, 2005.

We welcome you as new member to our Company!

Sincerely,

Jerry Moyes
Chairman & CEO

Received and acceptable:                                          Date                     

2200 S. 75^th Avenue • Phoenix, AZ 85043
(602) 269-9700 (800) 800-2200

EX-10.2

EXHIBIT 10.2

February 4, 2005

Glynis Bryan
2734 Bush Street
San Francisco, CA 94115
gabryan999@aol.com

Re: Hiring Specifications

     Dear Ms. Bryan:

You have been offered the position of Chief Financial Officer with Swift Transportation, Co., Inc. We have offered you the following compensation package:

•   $325,000.00 annual salary

•   50% target bonus based on performance

•   $100,000.00 sign-on bonus to be paid upon hire. In the event that your employment is terminated, you will repay the sign-on bonus to the company as follows:

•   If you voluntarily terminate your employment within the first 12 months of employment, you will repay 100%

•   If you voluntarily terminate your employment 13 to 24 months from your date of hire, you will repay 66%,

•   If you voluntarily terminate your employment 25 to 36 months from your date of hire, you will repay 33%

•   $700.00 monthly car allowance

•   100,000 stock options will be granted upon hire

•   20% will vest each year

•   100% vested in 5 years

•   20,000 annual target stock options based on performance

•   3 weeks of vacation

•   Eighteen months of severance, based on salary, will be guaranteed if your employment is terminated unless the reason is for gross misconduct.

2200 S. 75^th Avenue • Phoenix, AZ 85043
(602) 269-9700 (800) 800-2200

This offer is contingent upon Negative Substance Abuse Screening Test results for controlled substances, job related reference checks, and a pre-employment physical (if required) taken prior to reporting to work.

If the above terms are acceptable, please sign this form on the line indicated below and return it to Barbara Kennedy. Your start date will be April 18, 2005.

We welcome you as new member to our Company!

Sincerely,

Jerry Moyes
Chairman & CEO

Received and acceptable:                                          Date                     

2200 S. 75^th Avenue • Phoenix, AZ 85043
(602) 269-9700 (800) 800-2200

EX-99.1

EXHIBIT 99.1

SWIFT TRANSPORTATION CO., INC. ANNOUNCES
APPOINTMENTS OF CHIEF FINANCIAL OFFICER, GENERAL
COUNSEL AND ADDITIONAL BOARD MEMBER

Phoenix, AZ – March 28, 2005 — Swift Transportation Co., Inc. (NASDAQ-NMS: SWFT) announced today that it has appointed Glynis Bryan to the position of Executive Vice President and Chief Financial Officer and Samuel Cowley as Executive Vice President and General Counsel. In addition, Karen Rasmussen has been appointed as a member of the Board of Directors, increasing the total number of independent directors on Swift’s Board to seven.

Jerry Moyes, Chairman and Chief Executive Officer of Swift, stated “Glynis and Sam are two extremely talented and energetic individuals. Their addition to our senior management team will enable Swift to continue our mission of improving our financial results while maintaining our strong customer service levels. In addition, we are pleased that Karen has agreed to join our Board. Her significant experience in the transportation industry and independent thinking will be a welcome contribution to our Board.”

Ms. Bryan currently serves as Chief Financial Officer of APL Logistics Services and has over twenty years experience in the transportation industry including over 16 years with Ryder Systems, Inc. Ms. Bryan will assume her position with Swift in April 2005.

Mr. Cowley currently is a partner at the law firm of Snell & Wilmer and has practiced law for over 17 years with a concentration in securities regulation, including Sarbanes-Oxley Act compliance, corporate finance and mergers and acquisitions. Mr. Cowley will assume his position with Swift immediately.

Ms. Rasmussen is the President and Chief Executive Officer of the Arizona Trucking Association, a non-profit trade association that operates within Arizona. Ms. Rasmussen has represented the trucking industry for more than two decades on dozens of issues ranging from homeland security to safety to the environment.

Swift is the holding company for Swift Transportation Co., Inc., a truckload carrier headquartered in Phoenix, Arizona. Swift’s trucking subsidiary operates the largest fleet of truckload carrier equipment in the United States with regional operations throughout the continental United States.

Contact: Jerry Moyes or Bill Riley of Swift Transportation Co., Inc.
(602) 269-9700