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):         September 24, 2015

USA TRUCK, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-35740	71-0556971
(Commission File Number)	(I.R.S. Employer Identification No.)

3200 Industrial Park Road
Van Buren, Arkansas	72956
(Address of Principal Executive Offices)	(Zip Code)

(479) 471-2500

(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:

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

On September 24, 2015, Russell A. Overla resigned from his position as Executive Vice President, Truckload Operations of USA Truck, Inc. (the "Company").

The Company appointed Martin Tewari as President - Trucking effective September 30, 2015.

Prior to joining the Company, Mr. Tewari, 51, served as Vice President, Operations of Con-way Truckload, a truckload transportation service provider, from 2010 to 2015. Mr. Tewari also served as Vice President, Sales and Revenue Management of Con-way Truckload from 2006 to 2010. From 2001 to 2006, Mr. Tewari was Vice President, Sales of Roehl Transport, a transportation and logistics services company. Mr. Tewari holds a Bachelor of Arts in Business Administration from the University of Western Ontario in Canada and a Master of Business Administration from the University of Manchester Business School in England.

In connection with his appointment, the Executive Compensation Committee of the Board of Directors (the "Committee") approved compensation for Mr. Tewari as follows: (i) an annualized base salary of $275,000, (ii) a grant of 29,019 shares of restricted stock to vest in equal 25% installments over four years, beginning September 30, 2016, conditioned on continued employment and certain other forfeiture provisions, (iii) participation in the Company's Management Bonus Plan, with (x) an annual cash bonus with a target of 60% of base salary, starting in 2016, (y) an annual time-vested equity grant ranging from 20% to 40% of base salary, depending on performance relative to goals to be set by the Committee, vesting in equal 25% installments over four years, and (z) an annual performance-based equity grant ranging from 20% to 100% of base salary, depending on performance relative to goals to be set by the Committee, (iv) a guaranteed 2015 cash bonus of $100,000 with the opportunity to earn an additional cash bonus of $100,000 for the fourth quarter of 2015, depending on performance relative to goals to be set by the Committee, (v) a relocation allowance of up to $30,000, (vi) upon a qualifying severance event, subject to other customary provisions, twelve (12) months of salary continuation and an amount equal to his short term cash incentive target ("STI Target"), and (vii) upon qualifying change-in-control event, subject to customary provisions, (x) a lump sum payment equal to one hundred fifty percent (150%) of his annual base salary and STI Target, (y) a $50,000 relocation services benefit, and (z) reimbursement, on an after-tax basis, of any premiums paid by Mr. Tewari pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1995, as amended, for a period of eighteen (18) months. Mr. Tewari agreed to certain non-solicitation, non-competition, and confidentiality covenants.  The equity grants described in clauses (iii)(y) and (iii)(z), if earned for 2015, will be prorated for Mr. Tewari's partial year of service in 2015.

The foregoing description of the terms of Mr. Tewari's  appointment is not intended to be complete and is qualified in its entirety by reference to his employment letter and executive severance and change in control agreement, copies of which will be filed with the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015.

There is no arrangement or understanding between Mr. Tewari and any other person pursuant to which Mr. Tewari was appointed President - Trucking of the Company. There are no transactions in which Mr. Tewari has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Item 9.01                 Financial Statements and Exhibits

(d) Exhibits

99.1           Press release issued by the Company on September 29, 2015.

The information contained in Item 9.01 of this report and the exhibit 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 in Item 9.01 of this report and the exhibit hereto may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. 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 the language under the heading "Cautionary Statement Concerning Forward-Looking Statements" at the end of the attached press release and 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.

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.

		USA Truck, Inc.
		(Registrant)
Date:	September 30, 2015	/s/ Michael K. Borrows
		Michael K. Borrows
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

EXHIBIT NUMBER	EXHIBIT DESCRIPTION
99.1	Press release issued by the Company on September 29, 2015.

EX-99.1

USA Truck Appoints Martin Tewari President - Trucking

Fills New Position with Expansive Scope of Responsibilities Designed to Accelerate Operational and Financial Improvements

VAN BUREN, ARK. – September 29, 2015 – USA Truck, Inc. (NASDAQ: USAK), a leading capacity solutions provider headquartered in Van Buren, AR, announced today the appointment of Martin Tewari to the newly created position of President - Trucking, effective September 30, 2015.  Mr. Tewari will be responsible for the Company’s Trucking operations, pricing, and sales, and will report to USA Truck President and CEO Tom Glaser.

Mr. Tewari, who has more than 25 years of experience in the transportation industry, joins USA Truck from Con-way Truckload, where he served as Vice President, Operations since 2010.  In that capacity, he oversaw the operations of almost 3,000 company drivers and dedicated owner operators with a fleet of 2,900 tractors and 8,000 trailers.  Mr. Tewari served as Vice President, Sales and Revenue Management at Con-way Truckload from 2006 to 2010.

“We are delighted to welcome Martin to USA Truck,” Tom Glaser said.  “His appointment and the broad range of responsibilities with which he is charged illustrate the steps we have designed to accelerate the pace of improvement in our Trucking operations.

“We believe Martin’s deep industry knowledge and unsurpassed operational expertise will help us build a best-in-class and consistently profitable Trucking operation.  We also expect the centralization of responsibility for Trucking operations, pricing and sales into a single position to enable us to enhance cross-functional awareness, discipline and collaboration throughout our organization.”

Mr. Tewari, age 51, began his career in transportation in 1989 at MS Carriers, where he was Divisional Sales Manager for six years.  He served as Vice President, Sales with Roehl Transport from 2001 to 2006.

Mr. Tewari earned a Bachelor of Arts in Business Administration from the University of Western Ontario in Canada and a Masters of Business Administration from the University of Manchester Business School in England.

Separately, the Company announced the resignation of Russell Overla, who previously served as Executive Vice President, Truckload Operations.

Mr. Glaser remarked, “We would like to thank Russell for his contributions over the past two years.  Russell built a foundation that will help us continue USA Truck’s forward momentum.”

About USA Truck

USA Truck is a capacity solutions provider of transportation and logistics services that include truckload, dedicated contract carriage, intermodal and brokerage spot market throughout the continental United States, Mexico and Canada.

This press release and related information will be available to interested parties at our web site, www.usa-truck.com, under the "Financial Releases" tab of the "Investors" menu.

Cautionary Statement Concerning Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended.  Such forward-looking statements are made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements, including statements concerning expected financial and operating improvements and management capability, are based upon the current beliefs and expectations of our management and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements.  Accordingly, actual results may differ materially from those set forth in the forward-looking statements.  Readers should review and consider the factors that may affect future results and other disclosures by the Company in its press releases, Annual Report on Form 10-K and other filings with the Securities and Exchange Commission.  Any forward-looking statement speaks only as of the date on which it is made.  We disclaim any obligation to update or revise any forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking information.  In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this press release might not occur.

All forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by this cautionary statement.

References to the “Company,” “we,” “us,” “our” and words of similar import refer to USA Truck, Inc. and its subsidiary.

Company Contact

Michael Borrows, EVP & CFO

USA Truck, Inc.

(479) 471-3523

Michael.Borrows@usa-truck.com

Investor Relations Contact

Harriet Fried / Jody Burfening

LHA

(212) 838-3777

hfried@lhai.com

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