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 22, 2007

SWIFT TRANSPORTATION CO., INC.

(Exact Name of Registrant as Specified in Charter)

Nevada	0-18605	86-0666860
(State or Other Jurisdiction	(Commission File	(IRS Employer
of Incorporation)	Number)	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))

TABLE OF CONTENTS

EX-3.1

EX-10.1

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

     On March 22, 2007, the Compensation Committee of the Board of Directors of Swift Transportation Co., Inc. (the “Corporation”) approved and adopted an amendment to the Corporation’s Employee Stock Purchase Plan (the “Plan”). The Plan was amended to reflect the provisions contained in that certain Agreement and Plan of Merger, dated as of January 19, 2007, by and among Saint Corporation, Saint Aquisition Corporation and the Corporation. These provisions contemplate that the current offering period under the Plan will end the last trading date prior to the effective time of the merger and that no additional offering periods will occur thereafter.

     The forgoing description of the amendment is qualified in its entirety to Exhibit 10.1 to this Form 8-K and is hereby incorporated by reference into this Item 1.01.

ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

     On March 22, 2007, the Board of Directors of the Corporation, approved an amendment to the Corporation’s Amended and Restated Bylaws (the “Amendment”). The Amendment broadens Article II, Section 12, of the Amended and Restated Bylaws to clarify that, for any meeting of the stockholders of the Corporation, the stockholders may authorize another person or persons to act for them as proxy in any manner permissible under the Nevada General Corporation Law.

     The foregoing description of the Amendment is qualified in its entirety by reference to Exhibit 3.1 to this Form 8-K and is hereby incorporated by reference into this Item 5.03.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit No.	Description
3.1	Amendment to the Amended and Restated Bylaws of the Corporation
10.1	Amendment to the Swift Transportation Co., Inc. Employee Stock Purchase Plan.

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 27, 2007

SWIFT TRANSPORTATION CO., INC.

/s/ Glynis Bryan

By: Glynis Bryan

Chief Financial Officer

EXHIBIT INDEX

Exhibit Index

Exhibit No.	Description
3.1	Amendment to the Amended and Restated Bylaws of the Corporation
10.1	Amendment to the Swift Transportation Co., Inc. Employee Stock Purchase Plan

EX-3.1

AMENDMENT TO THE
AMENDED AND RESTATED
BYLAWS
OF
SWIFT TRANSPORTATION CO., INC.

     In accordance with Article XI of the Corporation’s Amended and Restated Bylaws, Article II, Section 12, of the Corporation’s Amended and Restated Bylaws is amended in its entirety as follows:

     12. Voting by Proxy.

     At any meeting of the stockholders, any stockholder may be represented and vote by a proxy or proxies, in any manner consistent with the requirements of the Nevada General Corporation Law. In the event that any such proxy shall designate two (2) or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one shall be present, then that one shall have and may exercise all of the powers conferred by such proxy upon all the persons so designated unless the proxy shall otherwise provide. No such proxy shall be valid after the expiration of six (6) months from its date, unless coupled with an interest or unless the person providing it specifies therein the length of time for which it is to continue in force, which in no case shall exceed seven (7) years from its date. Subject to the above, a proxy is not revoked and continues in full force and effect until an instrument revoking it or a new proxy, bearing a later date, is filed with the Secretary of the Corporation.

EX-10.1

Exhibit 10.1

AMENDMENT TO THE
SWIFT TRANSPORTATION CO., INC.
EMPLOYEE STOCK PURCHASE PLAN

     Swift Transportation Co., Inc. (the “Company”) previously approved and adopted the Swift Transportation Co., Inc. Employee Stock Purchase Plan (the “Plan”). The Plan has been amended in several respects and most recently in April 2004. By this instrument, the Compensation Committee desires to amend the Plan to (1) shorten the Offering Period in effect as of the date hereof by setting a New Exercise Date pursuant to Section 18 of the Plan and (2) change the Offering Periods to provide that no new Offering Period may commence on or after the New Exercise Date.

     1. The provisions of this Amendment shall be effective as of the date hereof.

     2. Section 2(i) of the Plan is hereby amended by inserting the following immediately before the period at the end thereof:

     “; provided, however, that the Exercise Date for the Offering Period commencing on January 1, 2007 shall be the earlier to occur of (1) June 29, 2007, which is the last Trading Day of such Offering Period, and (2) the last Trading Day before the “Effective Time” (as defined in the Agreement and Plan of Merger, dated as of January 19, 2007, by and among Saint Corporation, Saint Acquisition Corporation and the Company)”

     3. Section 2(j) of the Plan is hereby amended by inserting the following immediately before the period at the end thereof:

     “; provided, however, that there shall be no Offering Periods, or any other periods during which options granted pursuant to the Plan may be exercised, at any time on or after the Exercise Date of the Offering Period that commenced on January 1, 2007”

     4. This Amendment shall amend only the provisions of the Plan as set forth herein. Those provisions of the Plan not expressly amended hereby shall be considered in full force and effect.