-----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, FPrufZ5D0noi8gyYWhP58txvaXla8vmjbme+fDQRBzVEMbd65siHkSUIxZ4I6DoM sbftqU0c/PYzJpC3MsYLAA== 0001008886-04-000054.txt : 20040315 0001008886-04-000054.hdr.sgml : 20040315 20040311175454 ACCESSION NUMBER: 0001008886-04-000054 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040303 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SMITHWAY MOTOR XPRESS CORP CENTRAL INDEX KEY: 0000941914 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 421433844 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20793 FILM NUMBER: 04663797 BUSINESS ADDRESS: STREET 1: 2031 QUAIL AVENUE CITY: FORT DODGE STATE: IA ZIP: 50501 BUSINESS PHONE: 5155767418 MAIL ADDRESS: STREET 1: 2031 QUAIL AVENUE CITY: FORT DODGE STATE: IA ZIP: 50501 8-K 1 smxform8k.txt FORM 8-K SMITHWAY MARCH 3. 2004 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): March 3, 2004 ---------------------------------------------------------------------- SMITHWAY MOTOR XPRESS CORP. (Exact name of registrant as specified in its charter) Nevada 000-20793 42-1433844 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 2031 Quail Avenue, Fort Dodge, Iowa 50501 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (515) 576-7418 Not applicable (Former name or former address, if changed since last report) 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. On March 3, 2004, William G. Smith, the Chairman of the Board, Chief Executive Officer, President, and Secretary of Smithway Motor Xpress Corp., a Nevada corporation (the "Company"), passed away at the age of 64 following 46 years of service to the Company. The press release issued by the Company is attached as Exhibit 99.1 to this filing. On March 8, 2004, it was announced that the Company's remaining directors voted to fill the vacancy on the Board with Mr. Smith's wife, Marlys Smith. Mrs. Smith is the Company's majority stockholder. At such time, the Company also announced the promotion of G. Larry Owens to the position of President, Chief Executive Officer, and Secretary and Douglas Sandvig to the position of Senior Vice President, Chief Financial Officer, and Treasurer. A copy of the press release issued by the Company is attached as Exhibit 99.2 to this filing. The Company has set Friday, May 14, 2004, as the date for its next annual stockholders' meeting. Stockholders wishing to submit a proposal for consideration at the next annual stockholders' meeting should do so no later than May 3, 2004, or April 2, 2004, if they wish their proposal to be included in the Company's proxy materials. Written copies of all stockholder proposals should be sent to the Company's principal executive offices at 2031 Quail Avenue, Fort Dodge, Iowa 50501 to the attention of G. Larry Owens, the Company's President. 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 events or 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 6. Resignations of Registrant's Directors. Not applicable. Item 7. Financial Statements and Exhibits. (c) Exhibits. EXHIBIT NUMBER EXHIBIT TITLE - ------------------------------------------------------------------------------ 99.1 Smithway Motor Xpess Corp. press release announcing death of William G. Smith 99.2 Smithway Motor Xpress Corp. press release announcing new appointments Item 8. Change in Fiscal Year. Not applicable. Item 9. Regulation FD Disclosure. Not applicable. 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. SMITHWAY MOTOR XPRESS CORP. Date: March 11, 2004 /s/ G. Larry Owens ------------------------------------------ G. Larry Owens President, Chief Executive Officer, and Secretary EXHIBIT INDEX 99.1 Smithway Motor Xpress Corp. press release announcing death of William G. Smith 99.2 Smithway Motor Xpress Corp. press release announcing new appointments EX-99 3 mar3pressrelease.txt EXH 99.1 PRESS RELEASE 03-03-04 SMITHWAY FOUNDER DIES FORT DODGE, IOWA, March 3/PR Newswire-First Call/--Smithway Motor Xpress Corp. (NASDAQ - SMALL:SMXC) announced with sadness today the death of William G. Smith, the Company's long-time President, Chairman and Chief Executive Officer. As previously announced, Mr. Smith had been undergoing treatment for leukemia. Mr. Smith had been employed by the Company since 1958 and had been a member of the Company's Board of Directors since 1972. Under Mr. Smith's leadership, the Company became one of the region's largest employers. Mr. Smith was very proud of the Company's employees and valued his relationship with them. Mr. Smith was deeply touched by the many expressions of concern and sympathy expressed by current and former employees, as well as many friends and industry contacts, during his illness. Mr. Smith was very active in the transportation industry, including his tenure as President of the Iowa Motor Truck Association. He was widely recognized as a key industry figure. Mr. Smith will be remembered for his character, vision and leadership. He was universally respected as a decent, caring man of great integrity. Funeral services are pending with arrangements being made with Gunderson Funeral Home & Cremation Services, Fort Dodge, Iowa. Smithway is a truckload carrier that hauls diversified freight nationwide, concentrating primarily on the flatbed segment of the truckload market. Its Class A Common Stock is traded on the Nasdaq National Market under the symbol "SMXC." /SOURCE: Smithway Motor Xpress Corp. (NASDAQ - SMALL: SMXC) /CONTACT: Press, G. Larry Owens, Executive Vice President, Chief Administrative Officer, and Chief Financial Officer of Smithway Motor Xpress Corp. (NASDAQ - SMALL: SMXC) 1-515-576-7418 /CO: Smithway Motor Xpress Corp. (NASDAQ - SMALL: SMXC) EX-99 4 mar8pressrelease.txt EXH 99.2 PRESS RELEASE MARCH 8, 2004 NEW SMITHWAY APPOINTMENTS FORT DODGE, IOWA, March 8/PR Newswire-First Call/--Smithway Motor Xpress Corp. (NASDAQ - SMALL:SMXC) announced today certain changes to its Board of Directors and executive management. The Company's Board of Directors has elected Marlys L. Smith to the Board to fill the vacancy resulting from the death of her husband, William G. Smith. The Board of Directors has also elected G. Larry Owens as President, Chief Executive Officer and Secretary of the Company. Mr. Owens had previously been Executive Vice President, Chief Administrative Officer, and Chief Financial Officer. Douglas Sandvig was elected by the Board as Senior Vice President, Chief Financial Officer and Treasurer of the Company. Mr. Sandvig had previously been Senior Vice President, Controller, and Treasurer. Smithway is a truckload carrier that hauls diversified freight nationwide, concentrating primarily on the flatbed segment of the truckload market. Its Class A Common Stock is traded on the Nasdaq National Market under the symbol "SMXC." /SOURCE: Smithway Motor Xpress Corp. (NASDAQ - SMALL: SMXC) /CONTACT: Press, G. Larry Owens, President and Chief Executive Officer of Smithway Motor Xpress Corp. (NASDAQ - SMALL: SMXC) 1-515-576-7418 /CO: Smithway Motor Xpress Corp. (NASDAQ - SMALL: SMXC) -----END PRIVACY-ENHANCED MESSAGE-----