8-K

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):

April 24, 2012

__________________________________________________________________

CELADON GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-34533	13-3361050
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9503 East 33rd Street One Celadon Drive, Indianapolis, IN	46235
(Address of principal executive offices)	(Zip Code)

(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:

[   ]	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))

Item 1.01                      Entry into a Material Definitive Agreement.

On Tuesday, April 24, 2012, Celadon Group, Inc., a Delaware corporation (the "Company"), entered into that certain Second Amendment to Credit Agreement (the "Second Amendment") with Bank of America, N.A., as Administrative Agent (the "Agent"), and Wells Fargo Bank, N.A. (together with the Agent, the "Lenders"), which amends that certain Credit Agreement, dated December 7, 2010, by and among the Company and the Lenders, as amended (the "Credit Agreement").  The Second Amendment is effective as of March 31, 2012.

The Second Amendment amends the definition of "Material Adverse Effect" in certain respects, including to add a $10,000,000 threshold in the aggregate before a "Material Adverse Effect" exists and to remove the occurrence of a "Material Adverse Effect" as an "Event of Default."  The Second Amendment also adds a mandatory prepayment in a minimum amount of $250,000 or a higher integral multiple of $10,000 upon the receipt of any net proceeds from the sale or disposition of revenue equipment.

The foregoing summary of the terms and conditions of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K.

Item 2.03                      Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K concerning the Company's obligations under the Second Amendment is incorporated by reference into this Item 2.03.

Item 5.02                      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Certain Officers

On Tuesday, April 24, 2012, the Company announced a change to its executive team.  The change is effective immediately.

Eric Meek has been appointed Chief Financial Officer and Executive Vice President and continues to serve as Treasurer.  Mr. Meek, 32, served Celadon Trucking Services, Inc. as Vice President, Treasurer, and Principal Financial Officer from November 2010 to April 2012, Vice President of Finance and Treasurer from December 2008 to November 2010, Director of Finance from March 2006 to December 2008, and as a Financial Analyst from March 2004 to March 2006.  Prior to joining Celadon, Mr. Meek worked as an auditor for Ernst & Young.  

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Compensatory Arrangements of Certain Officers

On April 24, 2012, the Compensation and Nominating Committee of the Board of Directors (the "Compensation Committee") of the Company increased the salary of certain named executive officers and our principal accounting officer and granted a restricted stock award to a named executive officer.

Salary Increases

The Compensation Committee approved salary increases for Eric Meek, the Company's Executive Vice President. Chief Financial Officer, and Treasurer, Bart Middleton, the Company's Vice President and Principal Accounting Officer, and Kenneth Core, the Company's Vice President and Secretary, such that their annualized salaries will increase effective immediately, to $180,000, $134,500, and $137,400 from $150,000, $132,000, and $132,400, respectively.

Restricted Stock Awards

On April 24, 2012, the Compensation Committee approved a restricted stock award of 5,000 shares to Mr. Meek effectively immediately.  The restricted stock award vests one-fourth on each of the first four anniversaries of the grant date, conditioned on continued employment and certain other forfeiture provisions.

Item 9.01                                     Financial Statements and Exhibits.

(d)	Exhibits.
	EXHIBIT
	NUMBER	EXHIBIT DESCRIPTION
	10.1	Second Amendment to Credit Agreement with Bank of America, N.A., as Administrative Agent, and Wells Fargo Bank, N.A., which amends that certain Credit Agreement, dated December 7, 2010, by and among the Company and the Lenders, as amended
	99.1	Celadon Group, Inc. press release announcing executive team change

The information contained in Item 9.01 of this report and Exhibit 99.1 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 (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The information contained in Item 9.01 of this report and Exhibit 99.1 hereto may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act.  Such statements are made based on the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties.  Actual results or events may differ from those anticipated by forward-looking statements.  Please refer to various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results.

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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.

		CELADON GROUP, INC.
Date: April 27,2012	By:	/s/ William E. Meek
		William E. Meek Executive Vice President, Chief Financial Officer, and Treasurer

EXHIBIT INDEX

EXHIBIT NUMBER	EXHIBIT DESCRIPTION
10.1	Second Amendment to Credit Agreement with Bank of America, N.A., as Administrative Agent, and Wells Fargo Bank, N.A., which amends that certain Credit Agreement, dated December 7, 2010, by and among the Company and the Lenders, as amended
99.1	Celadon Group, Inc. press release announcing executive team change

EX-10.1

Exhibit 10.1

SECOND AMENDMENT TO

CREDIT AGREEMENT

THIS SECOND AMENDMENT TO CREDIT AGREEMENT ("Second Amendment") is made as of the 31st day of March, 2012, among CELADON GROUP, INC. ("Borrower"), the lenders parties hereto (the "Lenders") and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

WITNESSETH:

WHEREAS, as of December 7, 2010, the parties hereto entered into a certain Credit Agreement, as amended (as amended, the "Agreement"); and

WHEREAS, the parties desire to further amend the Agreement, all as herein provided;

NOW, THEREFORE, in consideration of the premises, and the mutual promises herein contained, the parties agree that the Agreement shall be, and it hereby is, amended as provided herein and the parties further agree as follows:

PART I.  AMENDATORY PROVISIONS

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

1.01.            Defined Terms.

Section 1.01 of the Agreement is hereby amended by substituting the following new definition in lieu of the existing like definition:

"Material Adverse Effect" means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of Borrower or Borrower and its Subsidiaries taken as a whole; (b) a material impairment of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party; provided, that for purposes of item (a) above, "material" means any basis for liability or loss which would subject Borrower or a Subsidiary to liability or loss in excess of $10,000,000 in the aggregate (to the extent not covered by independent third-party insurance as to which the insurer does not ultimately dispute coverage).

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ARTICLE II

THE COMMITMENTS AND CREDIT EXTENSIONS

2.05 Prepayments. Section 2.05 of the Agreement is hereby amended by adding the following new paragraph (d) thereto:

(d)            Borrower shall make a mandatory prepayment of the Committed Loans in a minimum amount of $250,000 or a higher integral multiple of $10,000 upon a Loan Party's receipt of any proceeds from the sale or disposition of any trucks, truck-tractors, trailers or semi­trailers, net of commissions and net of other reasonable and customary transaction costs, fees and expenses attributable to such sale or disposition.  Any prepayment of a Eurodollar Rate Loan on a day other than the last day of an Interest Period therefor shall include interest on the principal amount being prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of Lenders in accordance with their respective Applicable Percentages.

ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES

8.01            Events of Default.  Section 8.01 of the Agreement is hereby amended by deleting Section 8.01(I) (Material Adverse Effect) as an Event of Default.

PART II.  CONTINUING EFFECT

Except as expressly modified herein:

(a)          All terms, conditions, representations, warranties and covenants contained in the Agreement shall remain the same and shall continue in full force and effect, interpreted, wherever possible, in a manner consistent with this Second Amendment; provided, however, in the event of any irreconcilable inconsistency, this Second Amendment shall control:

(b)          The representations and warranties contained in the Agreement shall survive this Second Amendment in their original form as continuing representations and warranties of Borrower; and

(c)           Capitalized terms used in this Second Amendment, and not specifically herein defined, shall have the meanings ascribed to them in the Agreement.

In consideration hereof, Borrower represents, warrants, covenants and agrees that:

(aa)         Each representation and warranty set forth in the Agreement, as hereby amended, remains true and correct as of the date hereof in all material respects, except to the extent that

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such representation and warranty is expressly intended to apply solely to an earlier date and except changes reflecting transactions permitted by the Agreement;

(bb)           There currently exist no offsets, counterclaims or defenses to the performance of the Obligations (such offsets, counterclaims or defenses, if any, being hereby expressly waived);

(cc)            Except as expressly waived in this Second Amendment, there does not exist any Event of Default or Default; and

(dd)           After giving effect to this Second Amendment and any transactions contemplated hereby, no Event of Default or Default is or will be occasioned hereby or thereby.

PART III. CONDITIONS PRECEDENT

Notwithstanding anything contained in this Second Amendment to the contrary, the Lenders shall have no obligation under this Second Amendment until each of the following conditions precedent have been fulfilled to the satisfaction of the Lenders:

(a)           Each of the conditions set forth in Section 4.02 of the Agreement shall have been satisfied;

(b)           The Agent shall have received this Second Amendment, duly executed by Borrower, the Agent and the Lenders in the form approved by the Agent;

(c)           All legal matters incident to this Second Amendment shall be reasonably satisfactory to the Lenders and their counsel.

PART IV. INDEPENDENT CREDIT DECISION

Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender, based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Second Amendment.

PART V. EXPENSES

Borrower agrees to pay or reimburse the Agent for all reasonable expenses of the Agent (including, without limitation, reasonable attorneys' fees) incurred in connection with this Second Amendment.

PART VI. COUNTERPARTS

This Second Amendment may be executed in counterparts, each of which when so executed shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed by their respective officers duly authorized as of the date first above written.

"BORROWER"

CELADON GROUP, INC.

By: /s/ Paul Will                                                              

Title: COO                                                                

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BANK OF AMERICA, N.A., as Administrative Agent

By: /s/ Matthew Doye

Title: Vice President

BANK OF AMERICA, N.A., as Swing Line Lender, as L/C Issuer and as a Lender

By: /s/ Matthew Doye

Title: Vice President

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WELLS FARGO BANK, N.A., a Lender

By: /s/ Kyle Lacey                                                              

Title: Relationship Manager

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Back to Form 8-K

EX-99.1

Exhibit 99.1

	9503 East 33rd Street
	Indianapolis, IN  46235-4207
	(800) CELADON
	(317) 972-7000

For more information:
Jeryl Desjarlais	April 30, 2012
Communications Manager
(800) CELADON Ext. 7070
(317) 972-7070 Direct
jdesjarlais@celadongroup.com

CELADON GROUP ANNOUNCES EXECUTIVE TEAM CHANGE

INDIANAPOLIS – Celadon Group, Inc. (NYSE: CGI) today announced a change to its executive team. The change is effective immediately.

Eric Meek has been appointed Executive Vice President, Chief Financial Officer and Treasurer. Mr. Meek previously served as Vice President, Treasurer and Principal Financial Officer.  Paul Will, Vice Chairman, President and Chief Operating Officer, said: "The Board of Directors is pleased to take the next step in the succession planning process we began several years ago. Eric has provided significant leadership for the organization for eight years and through a number of economic cycles.  Prior to joining us, Eric worked as an auditor for Ernst & Young.  We believe Eric's industry knowledge and financial acumen will serve the Company well in what has become a constantly evolving and fast-paced transportation marketplace. "

Celadon Group, Inc. (www.celadongroup.com), through its subsidiaries, provides long-haul and regional full-truckload freight service across the United States, Canada and Mexico.  The company also owns Celadon Logistics Services, which provides freight brokerage services, less-than-truckload services, as well as supply chain management solutions, including warehousing and dedicated fleet services.

Back to Form 8-K