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): May
24, 2006
________________________________
P.A.M.
TRANSPORTATION SERVICES, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
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0-15057
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71-0633135
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||
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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297
West Henri De Tonti, Tontitown, Arkansas 72770
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (479)
361-9111
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N/A
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||
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(Former
name or former address, if changed since last report)
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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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement.
Approval
of 2006 Stock Option Plan
On
March
2, 2006, the Board of Directors of P.A.M. Transportation Services, Inc.
("PTSI"), adopted, subject to receiving shareholder approval, the 2006 Stock
Option Plan (the "Option Plan"). The Option Plan provides for the issuance
of
stock options for up to 750,000 shares (subject to adjustment) of PTSI common
stock to officers, directors, key employees and consultants of PTSI and its
subsidiaries. Options granted to employees under the Option Plan, including
directors and officers who are employees, may be incentive stock options
or
non-qualified stock options. Options granted to others under the Option Plan
are
limited to non-qualified stock options.
The
Option Plan is administered by the Board of Directors or a committee designated
by the Board of Directors. The Board of Directors has designated the
Compensation and Stock Option Committee of the Board of Directors (the
"Committee") as the committee that, with the Board of Directors, has the
authority to administer the Option Plan. Subject to the provisions of the
Option
Plan, the Board of Directors or the Committee has the authority to determine
the
officers, employees and consultants to whom options will be granted, the
number
of shares covered by each option, vesting rights and the terms and conditions
of
each option that is granted to them. However, no person may be granted in
any
fiscal year of PTSI options to purchase more than 100,000 shares under the
Option Plan, and the aggregate fair market value (determined at the time
the
option is granted) of the shares with respect to which incentive stock options
are exercisable for the first time by an optionee during any calendar year
can
not exceed $100,000. Options granted pursuant to the Option Plan are exercisable
no later than ten years after the date of grant.
The
Option Plan provides for options for 2,000 shares to be automatically granted
each year to each non-employee director of PTSI, and for no other options
to be
granted under the Plan to non-employee directors. Each option granted to
a
non-employee director will be exercisable from the date of grant until the
date
that is the fifth anniversary of the date of grant, unless earlier terminated
in
accordance with the terms of the Option Plan.
The
exercise price per share of common stock for options granted under the Option
Plan will be the fair market value of PTSI's common stock on the date of
grant,
except for incentive stock options granted to a holder of ten percent or
more of
PTSI's common stock, for whom the exercise price per share will not be less
than
110% of the fair market value. No option can be granted under the Option
Plan
after March 1, 2016.
The
Option Plan was approved by PTSI's stockholders at the annual meeting of
stockholders held on May 24, 2006. Accordingly, the adoption of the Option
Plan
is no longer subject to the receipt of stockholder approval.
The
Option Plan is described in PTSI's proxy statement that was filed with the
Securities and Exchange Commission for its May 24, 2006 annual meeting, and
a
copy of the Option Plan is set forth in Appendix B to that proxy statement,
and
incorporated by reference as an exhibit to this report. A copy of the form
of
the stock option agreement that the Committee and the Board of Directors
approved on May 24, 2006 for the annual grants of stock options to non-employees
directors under the Option Plan is filed with this report as an
exhibit.
Approval
of Executive Incentive Plan
On
May
24, 2006, the Board of Directors of PTSI approved the P.A.M. Transportation
Services, Inc. Executive Incentive Plan (the "Incentive Plan"). The purpose
of
the Incentive Plan is to allow PTSI to attract, motivate and retain highly
qualified executive employees; to obtain from each employee the best possible
performance; to establish performance goals that support PTSI's long-term
business strategies; and to provide consistency in and alignment with PTSI's
approach to executive compensation strategy. Incentive Plan participants
include
PTSI's executive officers, as follows:
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Name
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Position
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Robert
W. Weaver
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President
and Chief Executive Officer
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W.
Clif Lawson
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Executive
Vice President and Chief Operating Officer
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Larry
J. Goddard
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Vice
President of Finance, Chief Financial Officer, Secretary and
Treasurer
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Payment
of incentive compensation awards under the Incentive Plan is conditioned
on the
achievement of performance measures approved by the Committee. In years after
2006, the Plan provides that performance measures will be established by
the
Committee within 90 days after the beginning of the fiscal year. The maximum
incentive compensation award that can be paid under the Incentive Plan to
any
named executive officer of PTSI is $1 million.
After
the
end of the fiscal year, the Committee will determine whether the performance
measures were achieved and the amount of the incentive compensation award
to be
paid to each participant under the Incentive Plan. Incentive compensation
awards
will be paid in cash. 50% of the award will be paid within 2 ½ months after the
end of the fiscal year and 50% of the award will be paid within 2 ½ months after
the end of the next following fiscal year. Except as described in the next
sentence, a participant must be employed on the last day of the fiscal year,
and
on the designated payment date, in order to receive payment of the incentive
compensation award (including any amount that is deferred.) A participant
who
terminates employment due to death, disability or retirement will receive
a pro
rata share of any incentive compensation award earned in that fiscal year.
On
May
24, 2006, the Committee approved the performance measures for the 2006 fiscal
year under the Incentive Plan. Incentive compensation awards will be based
on
achieving (a) an increase in total operating profit (determined for PTSI
and its
subsidiaries on a consolidated basis and excluding interest, bonuses, income
taxes, profit/loss on stock, option expense and any other "non-operating"
profit/expense items) and (b) a designated operating ratio (operating expense
net of fuel surcharges, divided by operating revenue before fuel surcharges.)
If
the
thresholds are achieved, an incentive compensation award will be paid, equal
to
the greater of (a) a minimum award (8% of annual base salary for the named
executive officers) or (b) a formula amount. The formula amount is tied to
the
increase in operating profit. As operating profits increase, a greater amount
is
contributed to an incentive compensation pool. The pool is allocated among
all
employees eligible for an incentive compensation award, based on a multiple
of
each employee's annual base salary. The executive officers will each receive
their allocated share of the incentive compensation pool.
Item
9.01 Financial Statements and Exhibits.
| (d) |
Exhibits.
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Exhibit
Number
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Description
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|
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10.1
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2006
Stock Option Plan is incorporated by reference to Appendix B of
PTSI's
proxy statement for its May 24, 2006 annual meeting of stockholders
that
was filed with the Securities and Exchange Commission (Commission
File No.
0-15057)
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|
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10.2
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Form
of Non-Qualified Stock Option Agreement for Non-Employee Director
stock
options that are granted under the 2006 Stock Option
Plan
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SIGNATURES
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.
| P.A.M. TRANSPORTATION SERVICES, INC. | ||
| |
|
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| Date: May 30, 2006 | By: | /s/ Robert W. Weaver |
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Robert
W. Weaver
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||
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President
and Chief Executive Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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10.1
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2006
Stock Option Plan is incorporated by reference to Appendix B of
PTSI's
proxy statement for its May 24, 2006 annual meeting of stockholders
that
was filed with the Securities and Exchange Commission (Commission
File No.
0-15057)
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|
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10.2
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Form
of Non-Qualified Stock Option Agreement for Non-Employee Director
stock
options that are granted under the 2006 Stock Option
Plan
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