-----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, AzOuWwpH4veUdT2I0Za9Gs0s32TA3qhPChYlIFVaXPqDEdU0l2NGbNisxIwetv7c g46CxD9F8NGmy985ozN6lA== 0001171843-10-001811.txt : 20100901 0001171843-10-001811.hdr.sgml : 20100901 20100901161052 ACCESSION NUMBER: 0001171843-10-001811 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100831 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100901 DATE AS OF CHANGE: 20100901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VITRAN CORP INC CENTRAL INDEX KEY: 0000946823 STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32449 FILM NUMBER: 101052626 BUSINESS ADDRESS: STREET 1: 185 THE WEST MALL STREET 2: SUITE 701 CITY: TORONTO STATE: A6 ZIP: M9C 5L5 BUSINESS PHONE: 416-596-7664 MAIL ADDRESS: STREET 1: 185 THE WEST MALL STREET 2: SUITE 701 CITY: TORONTO STATE: A6 ZIP: M9C 5L5 8-K 1 document.htm FORM 8-K FILING DOCUMENT Form 8-K Filing

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) August 31, 2010

Vitran Corporation
(Exact name of registrant as specified in its charter)

ONTARIO   001-32449   98-0358363
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

  185 The West Mall, Suite 701, Toronto, Ontario, Canada   M9C 5L5  
  (Address of principal executive offices)   (Zip Code)  

416-596-7664
Registrant's telephone number, including area code


Not Applicable
(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 (see General Instruction A.2. below):

  [   ]   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))


TABLE OF CONTENTS

Item Description
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
8.01 Other Events
9.01 Financial Statement and Exhibits




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

Effective on August 31, 2010, the board of directors of Vitran Corporation Inc. (the "Company") has appointed Jim D. Lutes as a director of the Company. As a result, the Company's current executive officers and directors are as follows:

Name Position
Richard E. Gaetz President & CEO, and Director
Richard D. McGraw Chairman of the Board
Anthony F. Griffiths Director
John R. Gossling Director
Georges L. Hebert Director
William S. Deluce Director
Jim D. Lutes Director
Sean P. Washchuk Vice President Finance and Chief Financial Officer


The Board of Directors has determined that Mr. Lutes is independent under the listing standards of the Nasdaq Stock Market and the standards specified in Canadian National Instrument 52-110 - Audit Committees. Accordingly, the Company's Board now consists of seven directors, all of whom except Mr. Gaetz are independent.

About Jim D. Lutes

Mr. Lutes, Chartered Accountant (CA), Corporate Finance (CF), has had senior experience in both the Canadian and U.S. operating markets. In 2004, he founded J.D. Lutes & Associates Inc., a private strategic and business advisory firm based in New Brunswick.

From 1997 to 2003 Mr. Lutes was President & Chief Operating Officer of CFM Corporation, a CAD$600 million player in the diversified home products manufacturing industry in North America and Asia. CFM Corporation's common shares were traded on the Toronto Stock Exchange until April 2005, when CFM Corporation was acquired by the Ontario Teachers' Pension Plan.

Prior to joining CFM Corporation, Mr. Lutes had a 19-year career at Ernst & Young, primarily as a partner in Ernst & Young's Corporate Finance practice in Ontario.

Mr. Lutes is a Chartered Accountant in Canada (Ontario and Nova Scotia), and has been designated as a Corporate Finance Specialist by the Canadian Institute of Chartered Accountants. Mr. Lutes earned his Bachelor of Commerce degree at Dalhousie University in Halifax, NS in 1978.

The Company's Board of Directors has determined that Mr. Lutes should serve as a director given his broad experience in business in the United States and Canada.

Since January 1, 2009, being the beginning of the Company's last fiscal year, neither Mr. Lutes, nor any associate or affiliate of Mr. Lutes, has had any interest, direct or indirect, in any transaction, or in any proposed transaction, in which the Company was or is to be a participant and in which the amount involved exceeds US$120,000.

Compensation

In accordance with the Company's existing policies respecting compensation of directors, Mr. Lutes will receive an annual retainer of CAD$13,500 plus CAD$900 for each meeting of the Board of Directors that he attends. He will also be entitled to participate in the Company's Deferred Stock Unit (DSU) plan. Under this plan, Mr. Lutes will receive DSUs at the end of every financial quarter valued at CAD$2,500, based on the then market price of the Company's common shares. Generally, DSUs are redeemable when the holder ceases to be a director of the Company, for a cash amount equal to the market price of the Company's common shares on the redemption date.

Item 8.01. Other Events.

On September 1, 2010, the Company issued a press release announcing the appointment of Mr. Lutes as a director.

A copy of the press release is filed as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

Exhibit
Number
Description

99.1 Press release of Vitran Corporation Inc. dated September 1, 2010*



* Filed herewith.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    Vitran Corporation

Date: September 1, 2010

  /s/ SEAN P. WASHCHUK
Sean P. Washchuk
Vice President Finance and Chief Financial Officer
EX-99.1 2 newsrelease.htm PRESS RELEASE Vitran Corporation Inc. Appoints Jim D. Lutes to Board of Directors

EXHIBIT 99.1

Vitran Corporation Inc. Appoints Jim D. Lutes to Board of Directors

TORONTO, Sept. 1, 2010 (GLOBE NEWSWIRE) -- Vitran Corporation Inc. (Nasdaq:VTNC) (TSX:VTN), a North American transportation and supply chain firm, today announced that Jim D. Lutes, CA, CF, President of J.D. Lutes & Associates Inc., has joined Vitran's Board of Directors effective immediately. The addition of Mr. Lutes represents the fourth new member to join Vitran's Board in the last five years in the Company's continuing efforts to refresh the Board on a periodic basis. The Board of Directors has determined that Mr. Lutes is independent under the listing standards of the NASDAQ Stock Market and the standards specified in Canadian National Instrument 52-110 - Audit Committees. Accordingly, Vitran's Board now includes seven directors, six of whom are indepe ndent.

Vitran President and Chief Executive Officer Rick Gaetz stated, "We are delighted to welcome Jim to Vitran's Board. He brings a wealth of relevant financial and operational experience, and we all look forward to his future contributions and counsel."

Jim has had exposure in both the Canadian and U.S. operating markets, which mirrors Vitran's North American strategy. Previous to Jim's current position, he was President & C.O.O. of CFM Corporation, a $600 million player in the diversified home products manufacturing industry in North America and Asia. Prior to that, Jim had a 19-year career at Ernst & Young, primarily as a partner in the Corporate Finance practice in Ontario. He is a Canadian Chartered Accountant and Corporate Finance Specialist as designated in Canada and the Institute of Chartered Accountants in England and Wales.  Jim earned his Bachelor of Commerce degree at Dalhousie University in Halifax, NS. 

About Vitran Corporation Inc.

Vitran Corporation Inc. is a North American group of transportation companies offering less-than-truckload, supply chain, truckload, and freight brokerage services. To find out more about Vitran Corporation Inc. (Nasdaq:VTNC) (TSX:VTN), visit the website at www.vitran.com.

The Vitran Corporation logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=7302

CONTACT:  Vitran Corporation Inc.
          Richard Gaetz, President/CEO
          Sean Washchuk, VP Finance/CFO
          416/596-7664
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