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 2, 2005
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P.A.M. TRANSPORTATION SERVICES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-15057 71-0633135
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification no.)
297 West Henri De Tonti, Tontitown, Arkansas 72770
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(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code (479) 361-9111
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N/A
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(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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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On March 2, 2005, the Company granted a stock option for 2,000 shares of the
Company's common stock to each of its non-employee directors, Frederick P.
Calderone, Frank L. Conner, Thomas H. Cooke, Manuel J. Moroun, Matthew T.
Moroun, Daniel C. Sullivan and Charles F. Wilkins. The stock options were
granted pursuant to the Company's 1995 Stock Option Plan, as amended. Under the
Plan, options have been automatically granted to non-employee directors on each
March 2 during the term of the Plan. The option exercise price for each of the
options granted this March 2 was determined pursuant to the Plan as the average
of the highest and lowest sales prices of shares of the Company's common stock
reported on the Nasdaq National Market on the date of the grant, March 2, 2005,
which was $18.27. The options are immediately exercisable, non-qualified stock
options. The options expire on March 2, 2010, unless earlier terminated
pursuant to the Plan.
A copy of the Plan, as amended and restated through June 11, 1999, was filed as
exhibit 4.1 to the Company's Form S-8 registration statement filed with the SEC
on June 11, 1999 (Commission File No. 333-80505). A copy of an Amendment to the
Plan, adopted by the Company's Board of Directors on August 28, 2002 is attached
as exhibit 10.1 to this report.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS,
APPOINTMENT OF PRINCIPAL OFFICERS.
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The Company filed a Current Report on Form 8-K dated January 7, 2005 reporting
that Frank Conner, one of the member's of the Company's Board of Directors, had
notified the Company that he had decided not to stand for re-election to the
Company's Board of Directors at the next annual meeting of the stockholders due
to personal and other professional responsibilities. On March 3, 2005, Mr.
Conner was asked by the independent directors of the Company to reconsider his
decision and be a candidate for re-election to the Board of Directors. Mr.
Conner reconsidered his decision, and stated that he would accommodate the
request and is willing to be nominated for re-election to the Board of Directors
at the annual meeting.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
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(c) Exhibits
Exhibit No. Exhibit Description
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10.1 Amendment to 1995 Stock Option Plan adopted on August 28, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
P.A.M. TRANSPORTATION SERVICES, INC.
Dated: March 7, 2005 By: /s/ Robert W. Weaver
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Robert W. Weaver
President and Chief Executive Officer
EXHIBIT INDEX
The following exhibits are filed with this report.
Exhibit
Number Exhibit Description
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10.1 Amendment to 1995 Stock Option Plan adopted on August 28, 2002.