-----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, Jrpn/L/XYeZ+0OMdIZHaF6mukaGsaoRzEzJdUmNYfT/kKsmC4lZSa26J3q1xnahS 59uy76hQcHjpqe41ZPYw4Q== 0001104659-03-019365.txt : 20030821 0001104659-03-019365.hdr.sgml : 20030821 20030821163902 ACCESSION NUMBER: 0001104659-03-019365 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030821 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARTEN CHRISTINE K CENTRAL INDEX KEY: 0001253985 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 831 JEFFERSON STREET CITY: MONDOVI STATE: WI ZIP: 54755 BUSINESS PHONE: 7159264216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MARTEN TRANSPORT LTD CENTRAL INDEX KEY: 0000799167 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 391140809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-38210 FILM NUMBER: 03860496 BUSINESS ADDRESS: STREET 1: 129 MARTEN ST CITY: MONDOVI STATE: WI ZIP: 54755 BUSINESS PHONE: 7159264216 MAIL ADDRESS: STREET 1: 3400 PLAZA VII STREET 2: 45 SOUTH SEVENTH ST CITY: MINNEAPOLIS STATE: MN ZIP: 55402 SC 13D 1 a03-2905_1sc13d.htm SC 13D

SEC 1746
(11-02)


Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE
COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires: December 31, 2005

 

SCHEDULE 13D

Estimated average burden hours per response. . 11

Under the Securities Exchange Act of 1934
(Amendment No.     )*

MARTEN TRANSPORT, LTD.

(Name of Issuer)

 

Common Stock, $0.01 Par Value

(Title of Class of Securities)

 

573075 10 8

(CUSIP Number)

 

Christine K. Marten
129 Marten Street
Mondovi, Wisconsin  54755
Tel:  (715) 926-4216

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

With a copy to:

Thomas A. Letscher Esq.
Oppenheimer, Wolff & Donnelly LLP
Plaza VII, Suite 3300
45 South Seventh Street
Minneapolis, Minnesota 55402-1609
Tel.: (612) 607-7000

 

June 30, 1999

August 14, 2003

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [     ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

CUSIP No.   573075 10 8

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Christine K. Marten

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 [    ]

 

 

(b)

 [    ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [   ]

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
758,737 (see Items 4 and 5)

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
758,737 (see Items 4 and 5)

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
758,737 (see Items 4 and 5)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   [   ]

 

 

13.

Percent of Class Represented by Amount in Row (11)
8.5% (see Items 4 and 5)

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

2



 

Item 1.

Security and Issuer

This Statement on Schedule 13D relates to the common stock, par value $0.01 per share, of Marten Transport, Ltd., a Delaware corporation.  The address of the principal executive offices of Marten Transport is 129 Marten Street, Mondovi, Wisconsin 54755.  On July 24, 2003, Marten Transport effected a 3-for-2 split of its common stock in the form of a 50% stock dividend, payable to all stockholders of record on July 21, 2003 (the “Stock Split”).  All share and per share amounts have been adjusted to reflect the Stock Split.

 

Item 2.

Identity and Background

(a)                                  This statement is filed by and on behalf of Christine K. Marten.

(b)                                 Ms. Marten’s principal business address is 129 Marten Street, Mondovi, Wisconsin  54755.

(c)                                  Ms. Marten is a Director of Marten Transport.  Marten Transport’s business address is 129 Marten Street, Mondovi, Wisconsin 54755.  Marten Transport is engaged in the business of transporting food and other consumer packaged goods that require a temperature-sensitive or insulated environment.

(d)                                 Ms. Marten has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)                                  Ms. Marten has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violation with respect to such laws.

(f)                                    Ms. Marten is a citizen of the United States.

 

Item 3.

Source and Amount of Funds or Other Consideration

On June 30, 1999, Ms. Marten received a distribution of 856,875 shares of Marten Transport common stock from the Estate of Roger Marten, Ms. Marten’s father.  There was no cash consideration exchanged in the transaction.

 

Item 4.

Purpose of Transaction

The purpose of the distribution of 856,875 shares of Marten Transport common stock to Ms. Marten on June 30, 1999 was to settle the Estate of Roger Marten.

On July 25, 2003, Marten Transport filed with the Securities and Exchange Commission a Registration Statement on Form S-2 for a public offering of up to 2,475,000 shares of common stock by Marten Transport and 525,000 shares of common stock by certain selling stockholders, including 150,000 shares by Ms. Marten, plus up to an additional 225,000 shares that may be

 

3



 

sold by Marten Transport and an additional 225,000 shares that may be sold by the selling stockholders, including Ms. Marten, to cover over-allotments.  The registration statement was declared effective by the Securities and Exchange Commission on August 14, 2003, and on August 19, 2003, Marten Transport sold 2,475,000 shares of common stock and certain selling stockholders sold 525,000 shares of common stock, including 150,000 shares sold by Ms. Marten.

Except as otherwise provided in this Item 4 and other than as to matters that Ms. Marten as a director of Marten Transport may consider and discuss with other Marten Transport officers and board members from time to time,  Ms. Marten is not aware of any other present plans or proposals, which relate to or would result in:

                  the acquisition by any person of additional securities of Marten Transport or the disposition of securities of Marten Transport;

                  an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Marten Transport;

                  a sale or transfer of a material amount of assets of Marten Transport;

                  any change in the present board of directors or management of Marten Transport, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

                  any material changes in the present capitalization or dividend policy of Marten Transport;

                  any other material changes in Marten Transport's business or corporate structure;

                  changes in Marten Transport’s certificate of incorporation, bylaws or instruments corresponding thereto or other actions, which may impede the acquisition of control of Marten Transport by any person;

                  causing a class of securities of Marten Transport to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

                  a class of equity securities of Marten Transport becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, or

                  any action similar to any of those listed above.

 

Item 5.

Interest in Securities of the Issuer

(a)           1.             Amount beneficially owned:  Ms. Marten’s beneficial ownership consists of:  (1) 708,112 shares of Marten Transport common stock; and (2) an aggregate of 50,625 shares of Marten Transport common stock that Ms. Marten has the right to acquire pursuant to stock options.

2.             Percent of class:  8.5% after the sale of shares of Marten Transport common stock by Marten Transport and the selling stockholders, including Ms. Marten, pursuant

 

4



 

to the registration statement described in Item 4, but not including any shares that may be sold to cover over-allotments.

(b)           Number of shares as to which Ms. Marten has:

 

 

(i)

Sole power to vote or to direct the vote

 

758,737

 

 

 

 

 

 

(ii)

Shared power to vote or to direct the vote

 

0

 

 

 

 

 

 

(iii)

Sole power to dispose or to direct the disposition of

 

758,737

 

 

 

 

 

 

(iv)

Shared power to dispose or to direct the disposition of

 

0

 

(c)           Other than the transaction described in Item 4 of this Schedule 13D, Ms. Marten has not effected any transactions in Marten Transport common stock during the past 60 days.

(d)           Not applicable.

(e)           Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Ms. Marten holds stock options to purchase an aggregate of 50,625 shares of Marten Transport common stock, at exercise prices ranging between $8.66 and $13.02 per share.

Except as described herein, there are no other contracts, arrangements, understandings or relationships between Ms. Marten and any other person with respect to any securities of Marten Transport.

 

Item 7.

Material to Be Filed as Exhibits

 

Exhibit No.

 

Description

 

 

 

10.1

 

Form of Non-Statutory Stock Option Agreement For Automatic Grant to Non-Employee Director

 

5



 

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

August 19, 2003

 

Date

 


/s/ Christine K. Marten

 

Signature

 


Christine K. Marten

 

Name/Title

 

6


EX-10.1 3 a03-2905_1ex10d1.htm EX-10.1

Exhibit 10.1

 

FORM OF NON-STATUTORY STOCK OPTION AGREEMENT
FOR AUTOMATIC GRANT TO NON-EMPLOYEE DIRECTOR

 

THIS AGREEMENT is entered into and effective as of the       day of                 ,           (the “Date of Grant”), by and between Marten Transport, Ltd., a Delaware corporation (the “Company”), and               (the “Optionee”).

 

A.            The Company has adopted the Marten Transport, Ltd. 1995 Stock Incentive Plan (the “Plan”) providing for the grant to non-employee directors of the Company of certain options to purchase shares of common stock of the Company.

 

B.            On January 29, 1998, the Board of Directors of the Company resolved to automatically grant options to purchase up to 5,625 shares of common stock to non-employee directors; and further resolved that such options are to be granted effective upon the annual election to the Board of Directors of the non-employee directors, and are to be exercisable at the fair market value of the Company’s common stock on the date of such election.

 

C.            The Optionee was, at the Company’s annual meeting of shareholders, which was held on the Date of Grant, elected as a non-employee director of the Company entitled to the benefit of the automatic grant provisions of the Plan.

 

Accordingly, the parties agree as follows:

 

ARTICLE 1
GRANT OF OPTION

 

The Company hereby grants to the Optionee the right, privilege, and option (the “Option”) to purchase Five Thousand Six Hundred Twenty-Five (5,625) shares (the “Option Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), pursuant to the terms of Section 6 of the Plan and subject to the conditions hereinafter set forth and as set forth in the Plan.  The Option is not intended to be an “incentive stock option,” as that term is used in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

 

ARTICLE 2
OPTION EXERCISE PRICE

 

The per share price to be paid by Optionee in the event of an exercise of the Option will be $        .

 

ARTICLE 3
DURATION OF OPTION AND TIME OF EXERCISE

 

3.1                                 Vesting and Duration of Options.  The Option will be exercisable, in its entirety, on the Date of Grant.  The rights to exercise this Option will remain exercisable through, and will become void and expire as to all unexercised Option shares, at 5:00 p.m. (Mondovi, Wisconsin time) on         ,        (the “Time of Termination”), provided that in the event of the death of the Optionee, the rights to exercise this Option shall remain

 



 

exercisable by the Optionee’s heirs or personal representatives through the earlier of (i) the Time of Termination or (ii) the date that is one year following the date of death of the Optionee.

 

3.2                                 Change in Control.  If a Change in Control (as defined in the Plan) of the Company occurs, the Committee, in its sole discretion and without the consent of the Optionee, may determine that the Optionee will receive, with respect to some or all of the Option Shares, as of the effective date of any such Change in Control of the Company, cash in an amount equal to the excess of the Fair Market Value (as defined in the Plan) of such Option Shares immediately prior to the effective date of such Change in Control of the Company over the option exercise price per share of this Option.

 

ARTICLE 4
MANNER OF OPTION EXERCISE

 

4.1                                 Notice.  This Option may be exercised by the Optionee in whole or in part from time to time, subject to the conditions contained in the Plan and in this Agreement, by delivery, in person, by facsimile or electronic transmission or through the mail, to the Company at its principal executive office in Mondovi, Wisconsin (Attention: President), of a written notice of exercise.  Such notice will be in a form satisfactory to the Committee, will identify the Option, will specify the number of Option Shares with respect to which the Option is being exercised, and will be signed by the person or persons so exercising the Option.  Such notice will be accompanied by payment in full of the total purchase price of the Option Shares purchased.  In the event that the Option is being exercised, as provided by the Plan and Section 5 below, by any person or persons other than the Optionee, the notice will be accompanied by appropriate proof of the right of such person or persons to exercise the Option.  As soon as practicable after the effective exercise of the Option, the Optionee will be recorded on the stock transfer books of the Company as the owner of the Option Shares purchased, and the Company will deliver to the Optionee one or more duly issued stock certificates evidencing such ownership.

 

4.2                                 Payment.  At the time of exercise of this Option, the Optionee will pay the total purchase price of the Option Shares to be purchased entirely in cash (including a check, bank draft or money order, payable to the order of the Company).

 

ARTICLE 5
NONTRANSFERABILITY

 

Neither this Option nor the Option Shares acquired upon exercise may be transferred by the Optionee, either voluntarily or involuntarily, or subjected to any lien, directly or indirectly, by operation of law or otherwise, except pursuant to testamentary will or the laws of descent and distribution or as otherwise expressly permitted in the Plan.  Any attempt to transfer or encumber this Option or the Option Shares other than in accordance with this Agreement and the Plan will be null and void and will void this Option.

 

2



 

ARTICLE 6
LIMITATION OF LIABILITY

 

Nothing in this Agreement will be construed to (a) limit in any way the right of the Company to terminate the employment or service of the Optionee at any time, or (b) be evidence of any agreement or understanding, express or implied, that the Company will retain the Optionee in any particular position, at any particular rate of compensation or for any particular period of time.

 

ARTICLE 7
WITHHOLDING TAXES

 

The Company is entitled to (a) withhold and deduct from future wages of the Optionee (or from other amounts which may be due and owing to the Optionee from the Company), or make other arrangements for the collection of, all legally required amounts necessary to satisfy any federal, state or local withholding or employment-related tax requirements attributable to the grant or exercise of this Option or otherwise incurred with respect to this Option, or (b) require the Optionee promptly to remit the amount of such withholding to the Company before acting on the Optionee’s notice of exercise of this Option.  In the event that the Company is unable to withhold such amounts, for whatever reason, the Optionee hereby agrees to pay to the Company an amount equal to the amount the Company would otherwise be required to withhold under federal, state or local law.

 

ARTICLE 8
ADJUSTMENTS

 

In the event of any reorganization, merger, consolidation, recapitalization, liquidation, reclassification, stock dividend, stock split, combination of shares, rights offering, divestiture or extraordinary dividend (including a spin-off), or any other change in the corporate structure or shares of the Company, the Committee (or, if the Company is not the surviving corporation in any such transaction, the board of directors of the surviving corporation), in order to prevent dilution or enlargement of the rights of the Optionee, will make appropriate adjustment (which determination will be conclusive) as to the number, kind and exercise price of securities subject to this Option.

 

ARTICLE 9
SUBJECT TO PLAN

 

The Option and the Option Shares granted and issued pursuant to this Agreement have been granted and issued under, and are subject to the terms of, the Plan.  The terms of the Plan are incorporated by reference in this Agreement in their entirety, and the Optionee, by execution of this Agreement, acknowledges having received a copy of the Plan.  The provisions of this Agreement will be interpreted as to be consistent with the Plan, and any ambiguities in this Agreement will be interpreted by reference to the Plan.  In the event that any provision of this Agreement is inconsistent with the terms of the Plan, the terms of the Plan will prevail.

 

3



 

ARTICLE 10
MISCELLANEOUS.

 

10.1                           Binding Effect.  This Agreement will be binding upon the heirs, executors, administrators and successors of the parties to this Agreement.

 

10.2                           Governing Law.  This Agreement and all rights and obligations under this Agreement will be construed in accordance with the Plan and governed by the laws of the State of Wisconsin.

 

10.3                           Entire Agreement.  This Agreement and the Plan set forth the entire agreement and understanding of the parties to this Agreement with respect to the grant and exercise of this Option and the administration of the Plan and supersede all prior agreements, arrangements, plans and understandings relating to the grant and exercise of this Option and the administration of the Plan.

 

10.4                           Amendment and Waiver.  Other than as provided in the Plan, this Agreement may be amended, waived, modified or canceled only by a written instrument executed by the parties hereto or, in the case of a waiver, by the party waiving compliance.

 

The parties to this Agreement have executed this Agreement effective the day and year first above written.

 

 

MARTEN TRANSPORT, LTD.

 

 

 

 

 

By

 

 

 

 

 

 

Its

 

 

 

 

 

 

 

 

 

 

 

 

By execution of this Agreement,
the Optionee acknowledges having
received a copy of the Plan.

OPTIONEE


 

 

(Signature)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Name and Address)

 

4


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