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): December 21, 2012 (December 19, 2012)
QUALITY DISTRIBUTION, INC.
(Exact name of registrant as specified in its charter)
| Florida | 000-24180 | 59-3239073 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
4041 Park Oaks Drive, Suite 200
Tampa, Florida 33610
(Address of principal executive offices including Zip Code)
(813) 630-5826
(Registrant’s telephone number, including area code)
N.A.
(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)) |
| Item 5.02. | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
On December 19, 2012, the Board of Directors of Quality Distribution, Inc. (the “Company”) appointed Annette M. Sandberg to fill a vacancy on the Board of Directors effective January 1, 2013. Since April 2006, Ms. Sandberg, 51, has served as principal of TransSafe Consulting, LLC, which provides consulting services relating to regulatory policy compliance, implementation and management of complex transportation and safety programs. Since December 2010, she has also served of counsel at Scopelitis Garvin Light Hanson & Feary, P.C., which has a long-standing relationship as legal counsel for the Company predating Ms. Sandberg’s service. Ms. Sandberg has served since February 2009 as a member of the Board of Trustees of Central Washington University and served as an adjunct professor of that university from June 2010 to 2012. Ms. Sandberg was Interim President of the National Industrial Transportation League from January 2008 until June 2008. She was the Administrator of the Federal Motor Carrier Safety Administration from August 2003 to April 2006. She also served as Deputy Administrator of the National Highway Traffic Safety Administration from February 2002 until November 2002. Prior to that, Ms. Sandberg was Chief of the Washington State Patrol for six years.
As a member of the Board of Directors, Ms. Sandberg will be entitled to participate in the Company’s standard cash and equity compensation programs in the same manner as other non-employee directors. Ms. Sandberg is entitled to serve as a director until the Company’s 2013 annual meeting of shareholders and until her successor is duly elected and qualified. Ms. Sandberg has not been appointed to and is not presently expected to serve on any committees of the Board of Directors. The candidacy of Ms. Sandberg was evaluated by the Corporate Governance Committee of the Board of Directors and recommended to the Board. The Board of Directors has determined that Ms. Sandberg is an independent director under the rules of the NASDAQ Stock Market. The appointment of Ms. Sandberg fills a vacancy created by the increase through Board resolution on December 19, 2012 of the number of directors comprising the Board of Directors to eight.
| Item 5.03 | Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 19, 2012, the Board of Directors of the Company amended the Amended and Restated By-Laws of the Company. The amendment articulates procedures through which the Board of Directors can increase or decrease the size of the Board of Directors. The Amended and Restated By-Laws of the Company are otherwise unchanged.
The foregoing description is qualified in its entirety by reference to the Amendment to Amended and Restated By-Laws of the Company, a copy of which is filed as Exhibit 3.1 and incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
Attached hereto as Exhibit 99.1 is a copy of the Company’s press release dated December 21, 2012, which contains information regarding Ms. Sandberg.
The information furnished under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, and shall not be incorporated in any filing under the Securities Act of 1933 or the Securities Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description of Exhibits | |
| 3.1 | Amendment to Amended and Restated By-Laws of Quality Distribution, Inc. | |
| 99.1 | Press Release of Quality Distribution, Inc. dated December 21, 2012 | |
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.
| QUALITY DISTRIBUTION, INC. | ||||||
| (Registrant) | ||||||
| Dated: December 21, 2012 | By: | /s/ Joseph J. Troy | ||||
| Name: | Joseph J. Troy | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
EXHIBIT INDEX
| Exhibit Number |
Description of Exhibits | |
| 3.1 | Amendment to Amended and Restated By-Laws of Quality Distribution, Inc. | |
| 99.1 | Press Release of Quality Distribution, Inc. dated December 21, 2012 | |
Exhibit 3.1
AMENDMENT TO
AMENDED & RESTATED BY-LAWS OF
QUALITY DISTRIBUTION, INC.
December 19, 2012
The undersigned, being the Secretary of Quality Distribution, Inc., a corporation organized and existing under and by virtue of the laws of the State of Florida (the “Corporation”), hereby certifies the Amendment to the Amended & Restated By-Laws (the “By-Laws”) of the Corporation as follows:
RECITAL
WHEREAS, the Board of Directors (the “Board”) determined that the By-Laws of the Company should be amended to permit the Board to determine by resolution the number of directors that the entire Board comprises.
AMENDMENT
THEREFORE, the Board, acting pursuant to Section 607.1020 of the Florida Business Corporation Act (the “FBCA”) and Article XIV of the By-Laws, acting at duly called meeting thereof on the date first written above, amended Article III, Section B of the By-Laws, to delete all existing text and replace it in its entirety with the following:
SECTION B. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of the corporation shall be not fewer than one (1) nor more than thirteen (13) as may be designated from time to time by resolution adopted by a majority of the remaining directors, even if less than a quorum. Each director shall hold office until the next annual meeting of shareholders and until such director’s successor shall have been duly elected and shall have qualified, unless such director sooner dies, resigns or is removed by the shareholders at any annual or special meeting. It shall not be necessary for directors to be shareholders. All directors shall be natural persons who are 18 years of age or older.
The effective date of this Amendment is the date first written above.
Henceforth all references in the By-laws to the term “by-laws” shall be deemed to refer to the By-laws as amended by this Amendment. This Amendment supplements and is hereby made a part of the By-laws, and the By-laws and this Amendment shall, from and after the date hereof, be read together and shall constitute the By-laws of the Corporation within the meaning of the FBCA.
IN WITNESS WHEREOF, the undersigned hereby certifies the due adoption of this Amendment to the Amended & Restated By-Law of the Corporation in his capacity as Secretary of the Corporation.
| /s/ John T. Wilson |
| John T. Wilson |
| Secretary |
Exhibit 99.1
Quality Distribution, Inc. Announces
Appointment of Annette M. Sandberg to its Board of Directors
TAMPA, FL – December 21, 2012 – Quality Distribution, Inc. (NASDAQ: QLTY) (“Quality” or the “Company”), a North American logistics and transportation provider with market leading businesses, today announced that its Board of Directors has appointed Annette M. Sandberg as a director, effective January 1, 2013.
Ms. Sandberg has more than 20 years of professional public safety and law enforcement experience at Federal and State levels of government. Ms. Sandberg became the Administrator of the Federal Motor Carrier Safety Administration (FMCSA) on August 1, 2003 and led the agency until April 1, 2006. She also served as Deputy Administrator of the National Highway Traffic Safety Administration (NHTSA) from February 11, 2002 until November 25, 2002.
A nationally recognized expert in law enforcement and public safety, Ms. Sandberg led the Washington State Patrol as Chief for 6 years. When appointed in 1995, she was the first woman to lead a state police agency. She served in the Washington State Patrol from 1983 to 1994 rising to the rank of Lieutenant.
Ms. Sandberg is currently of counsel at Scopelitis, Garvin, Light, Hanson & Feary, P.C., a nationally recognized, full service transportation law firm. She also is principal of TransSafe Consulting, LLC, which provides transportation, public safety, and security consulting services to public and private organizations dealing with regulatory policy compliance, implementation, and management of complex transportation and safety programs. Ms. Sandberg received a law degree from the Seattle University School of Law in 1993. In 1988, she received an MBA, Magna Cum Laude, from City University, Bellevue, Washington. She attended the Government Executive Institute at Harvard University in 1996 and the FBI’s National Executive Institute in 1998.
“We are very excited that Annette has agreed to join our Board of Directors” said Tom White, Chairman of the Board of Directors, “Her wealth of experience in the transportation industry, and in particular her experience with the transportation industry in public service, will be a valuable resource to the Company in the years to come.”
About Quality
Headquartered in Tampa, Florida, Quality operates the largest chemical bulk logistics network in North America through its wholly-owned subsidiary, Quality Carriers, Inc., and is the largest North American provider of intermodal tank container and depot services through its wholly-owned subsidiary, Boasso America Corporation. Quality also provides logistics and transportation services to the unconventional oil and gas industry including crude oil, proppant sand, fresh water, and production fluids, through its wholly-owned subsidiaries QC Energy Resources, Inc. and QC Environmental Services, Inc. Quality’s network of independent affiliates and independent owner-operators provides nationwide bulk transportation and related services. Quality is an American Chemistry Council Responsible Care® Partner and is a core carrier for many of the Fortune 500 companies that are engaged in chemical production and processing.
| Contact: | Joseph J. Troy | |
| Executive Vice President and Chief Financial Officer | ||
| 800-282-2031 ext. 7195 |