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):

December 4, 2007

_____________________________________________________________________

 

COVENANT TRANSPORTATION GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-24960	88-0320154
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

400 Birmingham Hwy., Chattanooga, TN	37419
(Address of principal executive offices)	(Zip Code)

(423) 821-1212

(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.
Covenant Transportation Group, Inc., a Nevada corporation (the "Company"), is a party to an accounts receivable securitization facility.  On December 4, 2007, the Company and CVTI Receivables Corp. ("CVTI Receivables"), a wholly-owned subsidiary of the Company and a bankruptcy-remote, special purpose entity organized under the laws of Nevada, entered into certain amendments to the securitization facility, including (i) Amendment No. 14 to Loan Agreement, dated December 4, 2007, among Three Pillars Funding LLC, as lender, SunTrust Robinson Humphrey, Inc., as administrator, CVTI Receivables, as borrower, and the Company, as master servicer, and (ii) Second Amended and Restated Lender Note dated December 4, 2007 in the principal amount of $60,000,000 (together, the amendments described in clauses (i) and (ii), the "Securitization Facility Amendments"). Under the receivables securitization facility, the Company, through certain of its subsidiaries, sells accounts receivable to CVTI receivables as part of a two-step process that provides funding similar to a revolving credit facility.  Prior to the Securitization Facility Amendments, the receivables securitization facility was scheduled to terminate on December 4, 2007.  The Securitization Facility Amendments (i) extended the scheduled commitment termination date to December 2, 2008, (ii) reduced the facility limit from $70,000,000 to $60,000,000, (iii) tightened certain performance ratios required to be maintained with respect to accounts receivable including, the default ratio, the delinquency ratio, the dilution ratio, and the accounts receivable turnover ratio, and (iv) amended the master servicer event of default relating to cross-defaults on material indebtedness with the effect that such master servicer event of default may now be more readily triggered. CVTI Receivables pays interest on all borrowings under the receivables securitization facility at commercial paper rates, plus an applicable margin.  CVTI Receivables also pays a commitment fee on the daily, unused portion of the facility.  The borrowings are secured by, and paid down through collections on, the accounts receivable purchased by CVTI Receivables from certain of the Company's subsidiaries.  The receivables securitization facility is reflected as a current liability because the term, subject to annual renewals, runs until December 2, 2008. The receivables securitization facility requires that certain performance ratios be maintained with respect to accounts receivable and that CVTI Receivables preserve its bankruptcy remote nature.  The receivables securitization facility includes usual and customary events of default for facilities of this nature and provides that, upon the occurrence and continuation of an event of default, payment of all amounts under the receivables securitization facility may be accelerated and the lender's commitments may be terminated. This description of the Securitization Facility Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Securitization Facility Amendments, which will be filed with the Company's Form 10-K for the fiscal year ending December 31, 2007.
Item 2.03	Creation of a Direct Financial Obligation or an 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 its securitization facility is incorporated by reference into this Item 2.03. The description of the Securitization Facility Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Securitization Facility Amendments, which will be filed with the Company's Form 10-K for the fiscal year ending December 31, 2007.

Item 5.03	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective December 6, 2007, the Board of Directors of the Company adopted Amendment No. 1 To Amended and Restated Bylaws of Covenant Transportation Group, Inc. ("Amendment No. 1").   Specifically, Amendment No. 1 allows for a Direct Registration System whereby the issuance, recordation, and transfers of the Company's shares may be made by electronic or other means not involving the issuance of certificates and provides that shares of the corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares.  The Board of Directors adopted Amendment No. 1 to comply with Nasdaq Marketplace Rule 4350(l), which includes the requirement that securities listed on Nasdaq be eligible for direct registration by January 1, 2008. The description of Amendment No. 1 contained herein is qualified in its entirety by the complete text of the amendment, which is attached to this Form 8-K as Exhibit 3 and incorporated by reference into this Item 5.03.
Item 9.01	Financial Statements and Exhibits.
	(d)	Exhibits.
	EXHIBIT NUMBER	EXHIBIT DESCRIPTION
	3	Amendment No. 1 to Amended and Restated Bylaws of Covenant Transportation Group, Inc.

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 TRANSPORTATION GROUP, INC.
Date: December 10, 2007	By:	/s/ Joey B. Hogan
		Joey B. Hogan
		Senior Executive Vice President and Chief Operating Officer

EXHIBIT INDEX

EXHIBIT NUMBER	EXHIBIT DESCRIPTION
3	Amendment No. 1 to Amended and Restated Bylaws of Covenant Transportation Group, Inc.

EX-3

Amendment No. 1

To Amended and Restated Bylaws of Covenant Transportation Group, Inc.

THIS AMENDMENT NO. 1 TO THE AMENDED AND RESTATED BYLAWS OF COVENANT TRANSPORTATION GROUP, INC., a Nevada corporation (the “Company”) amends the Amended and Restated Bylaws of the Company (the “Bylaws”).  Effective December 6, 2007, the following Article VII of the Company’s Bylaws is deleted in its entirety and replaced with the following:

“ARTICLE VII

STOCK

1.           Certificates for Stock; Uncertificated Shares.  The shares of the stock of the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of its stock may be in the form of uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation (or to the transfer agent or registrar, as the case may be).  Where any shares of the capital stock of the Corporation are represented by certificates, each certificate shall be signed by or in the name of the Corporation by the Chairman of the Board, the President, or a Vice President and by the Treasurer, Secretary or an Assistant Treasurer or Assistant Secretary.  The signatures of such officers upon such certificate may be facsimiles if the certificate is manually signed by a transfer agent or registered by a registrar, other than the Corporation itself or one of its employees.  If any officer who has signed or whose facsimile signature has been placed upon a certificate has ceased for any reason to be such officer prior to issuance of the certificate, the certificate may be issued with the same effect as if that person were such officer at the date of issue.  All certificates for stock of the Corporation shall be consecutively numbered, shall state the number of shares represented thereby and shall otherwise be in such form as shall be determined by the Board of Directors, subject to such requirements as are imposed by the Nevada General Corporation Law.  The names and addresses of the persons to whom the shares represented by certificates are issued shall be entered on the stock transfer books of the Corporation, together with the number of shares and the date of issue, and in the case of cancellation, the date of cancellation.  Certificates surrendered to the Corporation for transfer shall be cancelled, and no new certificate or uncertificated share shall be issued in exchange for such shares until the original certificate has been cancelled; except that in the case of a lost, stolen, destroyed or mutilated certificate, a new certificate or uncertificated share may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.

2.           Transfer of Stock.  Transfers of shares of stock of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his or her legal representative or attorney in fact, who shall furnish proper evidence of authority to transfer to the Secretary, or a transfer clerk or a transfer agent, upon payment of all taxes thereon, and, in the case of certificated shares of stock, upon surrender of the certificate or certificates for such shares properly endorsed; or, in the case of uncertificated shares, upon compliance with appropriate procedures for transferring shares in uncertificated form.  The person in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

3.           Regulations.  The Board of Directors may make such rules and regulations as it may deem expedient, not inconsistent with these Bylaws, concerning the issue, transfer and registration of certificates for stock of the Corporation and shares of stock in uncertificated form.  The Board of Directors may appoint, or authorize any officer or officers or any committee to appoint, one or more transfer clerks or one or more transfer agents and one or more registrars, and may require all certificates for stock to bear the signature or signatures of any of them.

4.           Lost Certificates.  The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of the fact by the person claiming the certificate of stock to be lost or destroyed.  When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.

5.           Registered Stockholders.  The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.”