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
17, 2006
__________________________________________________________________
CELADON
GROUP, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-23192
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13-3361050
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification No.)
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9503
East 33rd Street
Indianapolis,
IN
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46235
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(Address
of principal executive offices)
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(Zip
Code)
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(317)
972-7000
(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:
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[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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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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[
]
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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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On
August
17, 2006, the Compensation Committee of the Board of Directors (the “Committee”)
of Celadon Group, Inc., a Delaware corporation (the “Company”), acting pursuant
to the Company’s Cash Bonus Program (the “Program”), approved the overall bonus
pool for the participants in the Program as well as the specific bonuses for
Stephen Russell, our Chief Executive Officer, Thomas Glaser, our President,
and
Paul Will, our Chief Financial Officer. Messrs. Russell, Glaser, and Will
established the bonus amounts for the other participants. The bonus pool was
based on the achievement of performance targets for the fiscal year ended
June 30, 2006. In addition, the Committee adopted performance
and bonus pool targets for certain of the Company’s executive officers for
fiscal year 2007 and approved discretionary bonuses to certain of the
Company's executive officers.
The
fiscal 2006 Program bonus pool for Messrs. Russell, Glaser, Will, Core, and
Hernandez was based on the Company’s relative performance compared with a
pre-established earnings per share target. The bonus pool is adjusted up or
down
from the target bonus pool based on a range of Company performance between
85%
and 140% of the performance target. For 2006, the Company exceeded the top
of
the range, at over 150% of the target.
In
addition to the formula bonus under the Program, the Committee granted a
discretionary bonus of $246,569 to Mr. Russell and $101,716 to each of Messrs.
Glaser and Will. The discretionary bonuses were based, among other things,
on
the Company’s safety, driver development, and profitability above the targeted
range.
Bonuses
for fiscal year 2006, including the Program and discretionary components, were
as follows:
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Bonus
Amount
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||
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Stephen
Russell
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$1,289,806
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Thomas
Glaser
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$531,532
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Paul
A. Will
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$531,532
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Kenneth
Core
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$50,000
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Sergio
Hernandez
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$20,000
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The
Committee also adopted an earnings per share target for fiscal 2007. The bonus
pool will be adjusted based on Company achievement of 85% to 150% of the target.
The cash bonuses payable to executive officers under the fiscal 2007 earnings
targets range from approximately 1% to 6% of pre-tax earnings.
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.
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CELADON
GROUP, INC.
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Date:
August 23, 2006
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By:
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/s/
Stephen
Russell
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Stephen
Russell
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Chairman
and Chief Executive Officer
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