8-K

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): April 1, 2005

USA TRUCK, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-19858	71-0556971
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. employer identification no.)

3200 Industrial Park Road Van Buren, Arkansas	72956
(Address of principal executive offices)	(Zip code)

(479) 471-2500

(Registrant’s telephone number, including area code)

Not Applicable

(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

        On April 1, 2005, the Executive Compensation Committee (“Compensation Committee”) of our Board of Directors, acting by delegation of authority from the full Board, amended our Executive Profit-Sharing Incentive Plan (“Plan”). Under the Plan, we make annual incentive bonus payments to our executive officers in an aggregate amount equal to a specified percentage of our pre-tax income, subject to the attainment by the Company of a specified performance goal. The Plan previously provided discretion to the Compensation Committee to determine annually the percentage of pre-tax income that potentially would be distributed under the Plan, up to a maximum of ten percent (10%); the performance goal to be attained; the specific executive officers who would be entitled to receive bonuses under the Plan; and the maximum bonus that each participating officer could receive, expressed as a percentage (not to exceed 250%) of such officer’s annual base salary. The amendments have reduced the maximum amount of pre-tax income that we can distribute under the Plan, specified that all executive officers shall be participants in the Plan and established a fixed performance goal, thereby eliminating the need for the Compensation Committee to make annual determinations with respect to those matters.. The amendments also establish ranges of maximum individual bonuses for specified categories of participants, expressed as percentages of their base salaries.

        The Plan, as amended, provides for the award of an amount equal to five percent (5%) of our pre-tax income to be placed into the Executive Profit Sharing Incentive Pool (“Incentive Pool”) annually for potential distribution pursuant to the Plan to all persons serving as executive officers during each fiscal year. If the conditions set forth in the Plan are met for the fiscal year, then the Incentive Pool will be distributed to participants, pro rata in proportion to their total base salaries for such fiscal year, and subject to the maximum incentive amounts established for each participant by the Compensation Committee within the ranges specified in the Plan.

        In order for any payments to be made under the Plan, we must achieve a full-year combined internal operating ratio (“O.R.”) of 95.0% or less. For this purpose, O.R. is determined by dividing our operating expenses, net of fuel surcharge, by operating revenues, before fuel surcharge. Amounts in the Incentive Pool will be paid to participants only if we achieve this specified performance goal for the fiscal year. If we do not achieve such performance goal, the amounts in the Incentive Pool will remain with us and will not be paid or distributed to participants or carried forward for any purpose under the Plan.

        The Plan, as amended, is attached in its entirety as an exhibit to this Report. The Plan is subject to revision at any time at the discretion of the Compensation Committee.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

10.1 Executive Profit-Sharing Incentive Plan

INDEX TO EXHIBITS

Exhibit Number	Exhibit
10.1	Executive Profit-Sharing Incentive Plan

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.

	USA Truck, Inc.
	(Registrant)
Date: April 5, 2005	/s/ ROBERT M. POWELL
	Robert M. Powell
	Chairman and Chief Executive Officer
Date: April 5, 2005	/s/ JERRY D. ORLER
	Jerry D. Orler
	President
Date: April 5, 2005	/s/ CLIFTON R. BECKHAM
	Clifton R. Beckham
	Sr. Vice President - Finance, Chief
	Financial Officer and Secretary

EX-10

EXHIBIT 10.1

EXECUTIVE PROFIT-SHARING INCENTIVE PLAN
As amended effective April 1, 2005

PURPOSE

The Board of Directors of USA Truck, Inc. (the “Company”) has established this Executive Profit-Sharing Incentive Plan (the “Plan”) in order to provide incentives to the Company’s executive officers to provide their best efforts on behalf of the Company by rewarding them for contributing to the Company’s success by paying them specified portions of the Company’s income before taxes and before deduction of the amounts paid under the Plan (“pre-tax income”).

QUALIFICATIONS

An amount equal to five percent (5%) of the Company’s pre-tax income will be placed into the Executive Profit Sharing Incentive Pool (“Incentive Pool”) annually for potential distribution pursuant to this Plan to all persons serving as executive officers of the Company during each fiscal year. If the conditions set forth in this Plan are met for the fiscal year, then the Incentive Pool will be distributed to participants, pro rata in proportion to their total base salaries for such fiscal year, and subject to the maximum incentive amounts established for each participant by the Executive Compensation Committee of the Board of Directors (“Compensation Committee”) in accordance with this Plan. Should a participant work only part of a year in a position that would qualify for participation in the Plan (a “qualifying position”), then only that part of the participant’s base salary earned while working in the qualifying position will be used to compute his or her pro rata share of the Incentive Pool. With the exception of death, retirement or disability of an employee with five or more years of service with the Company, each participant must be an employee on December 31 and on the date the incentive payment (including all installments thereof, if applicable) is made in order to receive a payment under this Plan.

LIMITATION

Notwithstanding the amount of the Incentive Pool or the amount to which any participant would otherwise be entitled pursuant to the preceding paragraph, the amount distributed under this Plan to each participant for any fiscal year shall be limited to a percentage of such participant’s total base salary for such fiscal year, which percentage shall be determined by the Compensation Committee based on the participant’s position with the Company, within the following ranges:

Qualifying Positions	Maximum Incentive Range (% of base salary)
Vice President	100 - 150	%
Senior Vice President	150 - 200	%
Executive Vice President, President, Chief Executive Officer, Chairman of the Board	200 - 250	%

Any amounts in excess of a participant’s maximum incentive will be reallocated to the other participants on a pro rata basis in proportion to their base salaries, subject to their maximum incentive amounts.

PERFORMANCE OBJECTIVE

In order for any payments to be made under the Plan, the Company must achieve a full-year combined internal operating ratio (“O.R.”) of 95.0% or less. For this purpose, O.R. shall be determined by dividing the Company’s operating expenses, less fuel surcharge, by the Company’s operating revenues, less fuel surcharge. Amounts in the Incentive Pool will be paid to participants only if the Company achieves this specified performance goal for the fiscal year. If such performance goal is not achieved, the amounts in the Incentive Pool will remain with the Company and will not be paid or distributed to participants or carried forward for any purpose under the Plan.

PAYMENT

Payment pursuant to the Plan will be made after the conclusion of each fiscal year as soon as final pre-tax income is determined by the independent financial statement audit. This usually occurs before the first week of February, but in no event shall any payment due under the Plan be made later than 75 days after the conclusion of each fiscal year absent approval by the Compensation Committee. Participants, however, may draw up to 90% of their estimated payments under the Plan during the last month of the Company’s fiscal year and the balance after the independent financial statement audit has been completed. The early portion of the payments will be estimated by the Controller and paid when funds are available to those participants who request them. If, for any reason, a participant receives a payment that is subsequently determined not to be due and owing the participant pursuant to the Plan (including without limitation failure by the participant to satisfy the condition stated in the last sentence under the heading “Qualifications” above), said participant must, upon notice of such determination, immediately reimburse the Plan for all amounts received in excess of the amount to which the participant is entitled under the Plan. Any participant on leave of absence at the time of any payment will be paid upon his or her return to work.

SUBJECT TO CHANGE

This Plan is subject to revision at any time at the discretion of the Compensation Committee. Notwithstanding any other provision of this Plan or any decisions, designations or accruals made hereunder, no participant shall have any right to receive any payment hereunder prior to the time the payment is actually made and received.