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):         February 15, 2013

USA TRUCK, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or Other Jurisdiction of Incorporation)

0-19858	71-0556971
(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)

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:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02                      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 15, 2013, the Board of Directors of USA Truck, Inc. (the "Company") appointed John M. Simone, 51, as the Company's President and Chief Executive Officer and appointed Mr. Simone to the Board of Directors.  Mr. Simone's appointment as a director was approved by the Company's Nominating and Corporate Governance Committee.  Clifton R. Beckham stepped down from his position as the Company's President and Chief Executive Officer and from his position on the Board of Directors.  Concurrently, Mr. Beckham was appointed Chief Financial Officer of the Company.

In connection with his appointment as President and Chief Executive Officer, Mr. Simone entered into an employment agreement with the Company (the "Employment Agreement"), which provides for (i) an annual base salary of $460,000, (ii) a grant of 75,000 shares of restricted stock, to vest in equal 25% installments over four years, beginning February 18, 2014, conditioned on continued employment and certain other forfeiture provisions, (iii) a grant of non-qualified stock options valued at $75,000 using a Black-Scholes model as determined by the Company with an exercise price of $4.83, which was the closing price of the Company's common stock February 19, 2013, to vest in equal 25% installments over four years, beginning February 18, 2014, conditioned on continued employment and certain other forfeiture provisions, (iv) participation in the Company's Management Bonus Plan, with a target annual incentive bonus of 75% of annual base salary, which will not be pro-rated for 2013, and (v) two special cash bonus opportunities of up to $50,000 each for 2013 determined by the achievement of certain levels of pre-tax income.

The Employment Agreement provides for monthly severance payments in an amount equal to Mr. Simone's then-current base salary for a period of 12 months if the Company terminates Mr. Simone's employment without cause.  The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, which will be filed as an exhibit to the Company's quarterly report on Form 10-Q for the quarter ended March 31, 2013.

In connection with his appointment as President and Chief Executive Officer, Mr. Simone also entered into a Confidentiality and Non-Solicitation Agreement with the Company, pursuant to which he is required to maintain the confidentiality of information relating to the Company during the term of his employment and for a period of two years thereafter, and has also agreed to certain non-solicitation covenants during the term of his employment and for a period of one year thereafter.

Prior to joining the Company, Mr. Simone served as President and CEO of LinkAmerica Corporation from August 2011 to December 31, 2012.  From April 2008 to April 2011, Mr. Simone served as President and Chief Operating Officer of Greatwide Logistics Services, LLC.  Mr. Simone worked for UPS Freight from 1998 to 2008, ultimately serving as Senior Vice President of the truckload division from 2006 to 2008.  Mr. Simone began his career in the transportation industry in 1982 with Ryder Transportation, where he led the company's Northeast fleet operations.

There is no arrangement or understanding between Mr. Simone and any other person pursuant to which Mr. Simone was appointed President and Chief Executive Officer of the Company.  There are no transactions in which Mr. Simone has an interest requiring disclosure under Item 404(a) of Regulation S-K.

In conjunction with Mr. Beckham's appointment as Chief Financial Officer, the Company's Executive Compensation Committee set Mr. Beckham's annual base salary at $300,000, effective March 1,  2013.  The remainder of Mr. Beckham's compensation is to remain the same.

Prior to being appointed Chief Financial Officer, Mr. Beckham, 41, served as the Company's President and Chief Executive Officer from August 2007 to February 2013.  Mr. Beckham previously served the Company as its Senior Vice President, Finance from November 2003 to August 2007 and its Chief Financial Officer from 2002 to August 2007.  Mr. Beckham has been employed by the Company since 1994 and has served in various financial positions and also has extensive experience working with all of the Company's operating departments.

There is no arrangement or understanding between Mr. Beckham and any other person pursuant to which Mr. Beckham was appointed Chief Financial Officer of the Company.  There are no transactions in which Mr. Beckham has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Item 9.01                      Financial Statements and Exhibits

(d) Exhibits

99.1 Press release issued by the Registrant on February 18, 2013.

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.

		USA Truck, Inc.
		(Registrant)
Date:	February 21, 2013	/s/ Clifton R. Beckham
		Clifton R. Beckham
		Chief Financial Officer

INDEX TO EXHIBITS

Exhibit Number	Exhibit
99.1	Press release issued by the Registrant on February 18, 2013.

EX-99.1

USA Truck Announces New CEO

VAN BUREN, ARKANSAS    February 18, 2013

USA Truck, Inc. (NASDAQ: USAK) announced today that John Simone has been appointed President and Chief Executive Officer and has joined the Company’s Board of Directors.  Former CEO Cliff Beckham has returned to his previous role as the Company’s Executive Vice President and Chief Financial Officer, which he previously held from 2002 to 2007.  Both changes are effective immediately.

Mr. Simone has over 30 years of operational and management experience in the transportation industry with leading companies that include UPS, Ryder, and Greatwide Logistics.  Most recently, he was the CEO of LinkAmerica where he led a successful operational turnaround.

Mr. Simone commented:  “USA Truck has a strong foundation to build upon, including a relatively new fleet, dedicated employees, modern technology, and significant balance sheet strength and liquidity.  I was attracted to the situation because of these resources and because of the strong commitment to teamwork I sensed from the Board of Directors and the executive team.  Our team will be dedicated to achieving operational excellence in our execution with the goals of superior customer service, efficiency in all functions, and full support for our drivers.  We expect improved operational execution and enhanced financial management to generate value for stockholders, employees, and other stakeholders.”

Mr. Beckham commented:  “I welcome John to the CEO role at USA Truck.  We have terrific people and a great opportunity in the truckload market.  We have been searching for someone with the right mix of operations, marketing, and leadership skills to take the company to the next level of performance.  I am excited to return to my historical role as CFO and provide strong financial, cost-control, and management support to John and the rest of the team.  We are unified in our commitment to restoring USA Truck to industry-leading performance.”

Commenting on the changes to the management team, Robert A. Peiser, Chairman of the Board, stated: “We have been taking many steps toward improving USA Truck's operating and financial performance.  Hiring John Simone as our new CEO is an important next step that we expect to accelerate the process.  He has deep experience in trucking operations and is a proven leader of people in all functional areas and at all levels.  We are excited that he shares our belief in the future of the Company and will be dedicated to building on our momentum.

"We are also very excited that Cliff Beckham has agreed to return to the CFO position.  Cliff's deep-seated commitment to the Company and his proven financial expertise in this position made this reorganization a natural decision that we all believe is in the very best interests of the Company and its stockholders.  I look forward to working with John, Cliff, the rest of the management team and our Board in restoring USA Truck to the levels of profitability it has achieved in the past.”

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. These statements generally may be identified by their use of terms or phrases such as “expects,” “estimates,” “anticipates,” “projects,” “believes,” “plans,” “goals,” “intends,” “may,” “will,” “should,” “could,” “potential,” “continue,” “future” and terms or phrases of similar substance.  Forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements.  Accordingly, actual results may differ from those set forth in the forward-looking statements.  Readers should review and consider the factors that may affect future results and other disclosures by the Company in its press releases, Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. We disclaim any obligation to update or revise any forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking information.  In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this press release might not occur.

All forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by this cautionary statement.

References to the “Company,” “we,” “us,” “our” and words of similar import refer to USA Truck, Inc. and its subsidiary.

USA Truck is a dry van truckload carrier transporting general commodities via our General Freight and Dedicated Freight service offerings.  We transport commodities throughout the continental United States and into and out of portions of Canada.  We also transport general commodities into and out of Mexico by allowing through-trailer service from our terminal in Laredo, Texas.  Our Strategic Capacity Solutions and Intermodal operating segments provide customized transportation solutions using our technology and multiple modes of transportation including our assets and the assets of our partner carriers.

This press release and related information will be available to interested parties at our web site, http://www.usa-truck.com under the “News Releases” tab of the “Investors” menu.

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Contact: CLIFF BECKHAM, Chief Financial Officer, at 479-471-2633 or cliff.beckham@usa-truck.com