-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NiGXJZhXTSP/bsbY7oqfxBRLvyfI6gQUDAEaDY0sS4/hyp4nDUoE96zf/eE+OVBU upb+xk7syj1jI6ZH/6AM4Q== 0001008886-03-000210.txt : 20031028 0001008886-03-000210.hdr.sgml : 20031028 20031028092353 ACCESSION NUMBER: 0001008886-03-000210 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031028 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031028 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COVENANT TRANSPORT INC CENTRAL INDEX KEY: 0000928658 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 880320154 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24960 FILM NUMBER: 03959708 BUSINESS ADDRESS: STREET 1: 400 BIRMINGHAM HIGHWAY CITY: CHATTANOOGA STATE: TN ZIP: 37419 BUSINESS PHONE: 4238211212 MAIL ADDRESS: STREET 1: 400 BIRMINGHAM HIGHWAY CITY: CHATTANOOGA STATE: TN ZIP: 37419 8-K 1 cvtiform8k.txt FORM 8-K OCT 2003 REGISTRATION STATEMENT 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): October 28, 2003 ----------------------------------------------------------------------- COVENANT TRANSPORT, INC. (Exact name of registrant as specified in its charter) Nevada 0-24960 88-0320154 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 400 Birmingham Hwy. Chattanooga, TN 37419 (Address of principal executive office, including zip code) (423) 821-1212 (Registrant's telephone number, including area code) Item 1. Changes in Control of Registrant. Not applicable. Item 2. Acquisition or Disposition of Assets. Not applicable. Item 3. Bankruptcy or Receivership. Not applicable. Item 4. Changes in Registrant's Certifying Accountant. Not applicable. Item 5. Other Events and Regulation FD Disclosure. Not applicable. Item 6. Resignations of Registrant's Directors. Not applicable. Item 7. Financial Statements and Exhibits. (c) Exhibits. EXHIBIT NUMBER EXHIBIT TITLE - -------------------------------------------------------------------------------- 99.1 Covenant Transport, Inc. press release announcing filing of registration statement Item 8. Change in Fiscal Year. Not applicable. Item 9. Regulation FD Disclosure. On Tuesday, October 28, 2003, Covenant Transport, Inc., a Nevada corporation (the "Company"), issued a press release (the "Press Release") announcing the filing of a registration statement, before the market opened. The registration statement covers the offer of up to 2,300,000 shares of the Company's Class A common stock, including 300,000 shares subject to an over-allotment option in favor of the underwriters. Of the shares covered by the filing, it is anticipated that 1,000,000 shares will be offered by David R. and Jacqueline F. Parker and 1,000,000 shares will be offered by the Estate of Clyde M. Fuller and that the shares subject to the over-allotment option, if exercised by the underwriters, will be sold by Mr. and Mrs. Parker. A registration statement relating to the securities has been filed with the Securities and Exchange Commission, but has not yet become effective. The securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. The Press Release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The information contained in 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, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information in this report and the exhibit hereto may contain "forward-looking statements" that are made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995 and otherwise may be protected. 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 may differ from those anticipated by forward-looking statements. Please refer to the Company's Annual Report on Form 10-K and other filings with the Securities and Exchange Commission for information concerning risks, uncertainties and other factors that may affect future results. Item 10. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics. Not applicable. Item 11. Temporary Suspension of Trading Under Registrant's Employee Benefit Plans. Not applicable. Item 12. Results of Operations and Financial Condition. Not applicable. 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. COVENANT TRANSPORT, INC. Date: October 28, 2003 By: /s/ Joey B. Hogan -------------------------------- Joey B. Hogan, Chief Financial Officer and Executive Vice President EXHIBIT INDEX 99.1 Covenant Transport, Inc. press release announcing the filing of a registration statement EX-99 3 pressrelease.txt EX 99.1 PRESS RELEASE Exhibit 99.1 COVENANT TRANSPORT, INC. ANNOUNCES FILING OF REGISTRATION STATEMENT CHATTANOOGA, TENNESSEE - October 28, 2003 - Covenant Transport, Inc. (Nasdaq/NMS:CVTI) announced today that it filed a registration statement on Form S-3 with the Securities and Exchange Commission. The registration statement covers the offer of up to 2,300,000 shares of the Company's Class A common stock, including 300,000 shares subject to an over-allotment option in favor of the underwriters. Of the shares covered by the filing, it is anticipated that 1,000,000 shares will be offered by David R. and Jacqueline F. Parker and 1,000,000 shares will be offered by the Estate of Clyde M. Fuller. It also is anticipated that the shares subject to the over-allotment option, if exercised by the underwriters, will be sold by Mr. and Mrs. Parker. Mr. and Mrs. Parker are the principal stockholders of the Company, and Mr. Parker is the Chairman, President, and Chief Executive Officer. Mr. Fuller, who passed away in December following a long and distinguished career in the transportation industry, was Mr. Parker's stepfather and a significant stockholder of the Company. The selling stockholders will receive all of the net proceeds from the offering. A registration statement relating to the securities has been filed with the Securities and Exchange Commission, but has not yet become effective. The securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. When available, copies of the preliminary prospectus relating to the offering may be obtained from the offices of Bear, Stearns & Co. Inc., 383 Madison Avenue, New York, New York 10179. Covenant Transport, Inc. is a public truckload carrier that offers just-in-time service and other premium transportation services for customers throughout the United States. Covenant operates one of the ten largest fleets in North America and is committed to growing revenue and earnings per share both internally and through acquisitions. The Company's common stock is traded on the Nasdaq National Market under symbol "CVTI." This press release contains forward-looking statements that involve risk, assumptions, and uncertainties that are difficult to predict. Statements that constitute forward-looking statements are usually identified by words such as "anticipates," "believes," "estimates," "projects," "expects," "plans," "intends," or similar expressions. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based upon the current beliefs and expectations of our management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. The following factors, among others, could cause actual results to differ materially from those in forward-looking statements: excess tractor or trailer capacity in the trucking industry; decreased demand for our services or loss of one or more of our major customers; surplus inventories; recessionary economic cycles and downturns in customers' business cycles; strikes, work slow downs, or work stoppages at Company facilities, or at customer, port, or other shipping related facilities; increases or rapid fluctuations in fuel prices as well as fluctuations in hedging activities and surcharge collection, the volume and terms of diesel purchase commitments, interest rates, fuel taxes, tolls, and license and registration fees; increases in the prices paid for new revenue equipment; the resale value of our used equipment and the price of new equipment; increases in compensation for and difficulty in attracting and retaining qualified drivers and independent contractors; elevated experience in the frequency and severity of matters relating to accident, cargo, workers' compensation, health, and other claims; high insurance premiums and deductible amounts; seasonal factors such as harsh weather conditions that increase operating costs; competition from trucking, rail, and intermodal competitors; regulatory requirements that increase costs or decrease efficiency, including revised hours-of-service requirements for drivers; the ability to successfully execute the Company's initiative of improving the profitability of medium length of haul, or "in-between," movements; and the ability to identify acceptable acquisition candidates, consummate acquisitions, and integrate acquired operations. Readers should review and consider these factors along with the various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission. For further information contact: Joey B. Hogan, Executive VP and Chief Financial Officer (423) 825-3336 hogjoe@covenanttransport.com For copies of Company information contact: Kim Perry (423) 825-3357 perkim@covenanttransport.com -----END PRIVACY-ENHANCED MESSAGE-----