8-K 1 form8k.htm FORM 8-K (LAWSUIT SETTLEMENT DISCLOSURE)

         

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 12, 2019
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Knight-Swift Transportation Holdings Inc.

(Exact name of registrant as specified in its charter)
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Delaware
  
001-35007
  
20-5589597
(State or other jurisdiction of incorporation)
  
(Commission File Number)
  
(IRS Employer Identification No.)
           
20002 North 19th Avenue, Phoenix, Arizona
  
85027
(Address of principal executive offices)
  
(Zip Code)
           
     
(602) 269-2000
    
(Registrant's telephone number, including area code)
           
     
N/A
    
(Former name or former address, if changed since last report)
           
Check the appropriate box below if the Form 8-K 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company          ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.          ☐
         

ITEM 7.01
 REGULATION FD DISCLOSURE
The information in this report that is furnished under this Item 7.01, including the exhibits hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
On March 12, 2019, Knight-Swift Transportation Holdings Inc. (the “Company”) issued a press release announcing that the parties have reached a settlement, subject to approval by the court, in the litigation entitled, Van Dusen, et al. v. Swift Transportation Co. of Arizona, LLC, et al. A copy of the press release is attached to this report as Exhibit 99.
ITEM 9.01
 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit
  
Description
 
Knight-Swift Transportation Holdings Inc. press release dated March 12, 2019, announcing litigation settlement

The information in Items 7.01 and 9.01 of this report and the exhibit hereto may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended.  Such statements are made based on the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties.  Actual results or events may differ from those anticipated by the forward-looking statements.  Please refer to the italicized paragraph at the end of the attached press release and various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results.

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.



       
Knight-Swift Transportation Holdings Inc.
       
(Registrant)
           
 
Date:
March 12, 2019
  
/s/ Adam W. Miller
       
Adam W. Miller
       
Chief Financial Officer