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 4, 2014

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 8.01                      Other Events

On February 4, 2014, USA Truck, Inc. (the "Company") entered into a settlement agreement (the "Settlement Agreement") with Knight Transportation, Inc. and Knight Capital Growth LLC (collectively, "Knight") for the purpose of resolving the action captioned USA Truck, Inc. v. Knight Transportation, Inc., No. 2:13-cv-02238-PKH, pending in the United States District Court for the Western District of Arkansas, Fort Smith Division.  Pursuant to the Settlement Agreement, and without either the Company or Knight admitting or conceding liability or wrongdoing, the pending lawsuit will be withdrawn by the Company, and the Company and Knight will exchange mutual releases.

Pursuant to Annex A of the Settlement Agreement, Knight has entered into a voting agreement with the Company (the "Voting Agreement") effective until September 30, 2014 (the "Voting Period").  During the Voting Period, Knight has agreed that all shares of common stock of the Company (the "Common Stock") beneficially owned by Knight or its affiliates shall not be voted (whether in person, by count, by proxy or otherwise); provided, that, Knight agrees to present its shares as present at any such meeting of the Company's stockholders.  During the Voting Period, Knight agrees not to, and will not permit any of its affiliates to, take any action in support of, or effect or seek, offer or propose to effect, the nomination or election as directors of persons other than those recommended by the Nominating and Corporate Governance Committee of the Board of Directors of the Company (the "Board").

If, during the Voting Period, (a) the Company proposes to enter into or pursue a process for a significant corporate transaction pursuant to which a person other than Knight would acquire (i) beneficial ownership of 50% or more of the voting power of the Company, or (ii) more than 50% of the assets of the Company, or (iii) securities representing 20% or more of the voting power of the Company, or (b) a person other than Knight or its affiliate commences a tender offer or exchange offer with respect to securities representing 50% or more of the voting power of the Company, the Company will provide Knight a reasonable opportunity to participate in any such process and make a proposal to the Company with respect to such potential transaction. Subject to certain requirements, if the Company complies with the foregoing requirement and enters into a merger agreement prior to September 30, 2014 with a person other than Knight, Knight will vote its shares in favor of such transaction that is at a higher notional price than Knight's proposal or in proportion to the Company's stockholders if not at a notionally higher price.

Pursuant to Annex B of the Settlement Agreement, Knight has entered into an agreement with the Company (the "Standstill Agreement") to observe certain standstill provisions until September 30, 2014 (the "Standstill Period"). During the Standstill Period, and subject to certain exceptions, Knight is restricted from, among other things, (a) effecting, seeking to effect or proposing (i) the acquisition of securities, or the rights or options to acquire any securities, or any assets, indebtedness or business of the Company, any of its subsidiaries or affiliates, (ii) any significant corporate transaction involving the Company, any of its subsidiaries or affiliates, or (iii) any proxy or consent solicitation, (b) forming, joining or participating in any group with respect to any securities of the Company, (c) seeking representation on the Board or otherwise acting to control or influence the management of the Company, the Board or the policies of the Company, (d) taking action that would, or would be reasonably expected to, require public disclosure regarding any of the types of matters set forth in clause (a) above, or (e) entering into any discussions or arrangements with any third party with respect to any of the foregoing.

If, during the Standstill Period, a person other than Knight (a) enters into an agreement with the Company pursuant to which such person would acquire, or otherwise purchases or acquires, (i) beneficial ownership of 50% or more of the voting power of the Company, (ii) more than 50% of the assets of the Company, or (iii) securities representing 20% or more of the voting power of the Company, (b) commences a tender offer or exchange offer with respect to securities representing 50% or more of the voting power of the Company, or (c) (i) makes a public proposal or announcement in aid of attempting to enter into any of the agreements or transactions set forth in clause (a) and (b) above and (ii) the Company provides such person with non-public information regarding the Company, the standstill provisions described above will be inoperative and of no force or effect.

The foregoing summary does not purport to be a complete summary of the Voting Agreement or the Standstill Agreement and is qualified in its entirety by reference to the full text of the Voting Agreement and the Standstill Agreement, copies of which are attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

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Item 9.01                      Financial Statements and Exhibits

(d) Exhibits

99.1 Voting Agreement dated as of February 4, 2014, by and among USA Truck and Knight

99.2 Standstill Agreement dated as of February 4, 2014, by and among USA Truck and Knight

The information contained in Items 8.01 and 9.01 of this report and 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 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.

The information in Items 8.01 and 9.01 of this report and the exhibits hereto may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such statements are made based on the current beliefs and expectations of the Registrant’s management and are subject to significant risks and uncertainties.  Actual results or events may differ from those anticipated by forward-looking statements.  Please refer to the paragraph containing cautionary forward-looking language contained in various disclosures by the Registrant in its news releases, stockholder reports, and filings with the Securities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results.

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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 6, 2014	/s/ John M. Simone
		John M. Simone
		President and Chief Executive Officer

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INDEX TO EXHIBITS

Exhibit Number	Exhibit
99.1	Voting Agreement dated as of February 4, 2014, by and among USA Truck and Knight
99.2	Standstill Agreement dated as of February 4, 2014, by and among USA Truck and Knight

EX-99.1

ANNEX A

VOTING AGREEMENT

A. Except as provided in Section D, during the period from the Effective Date through and including September 30, 2014 (the “Voting Period”), Knight agrees that all shares of USA Truck stock Beneficially Owned by Knight or any of its controlled Affiliates shall not be voted (whether in person, by count, by proxy or otherwise) at any meeting of the USA Truck Stockholders (other than as required by the next sentence). Knight does agree that during the Voting Period it will present its shares as present at any meeting of stockholders by proxy or in person). Except for this Voting Agreement, Knight and its Affiliates shall not enter into any voting agreement or arrangement, grant any proxy or become party to any voting trust or other agreement, arrangement or understanding which is inconsistent with, conflicts with or violates any provision of the Agreement or Annex A or B.

B. In furtherance of the voting agreement set forth herein, during the Voting Period, Knight shall not, and shall not permit any of its controlled Affiliates to, and shall direct its Representatives not to act on its behalf, directly or indirectly, to take any action in support of, or effect, offer or propose (whether publicly or otherwise) to effect, or cause or in any way knowingly encourage or knowingly assist any other person to effect, offer or propose (whether publicly or otherwise), including as a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A) to effect, whether through the dissemination of public statements, the voting of shares of Common Stock (including by taking any action by written consent), the calling of a special meeting of stockholders of USA Truck, the “solicitation” of “proxies” (as such terms are defined in the proxy rules of the SEC), the submission to USA Truck of any shareholder proposal in accordance with Rule 14a-8 under the General Rules and Regulations under the Exchange Act, the institution of any suit or action, or otherwise, the nomination for election as directors of USA Truck, or the election as directors of USA Truck, of persons other than those persons recommended by the Nominating and Governance Committee for election as directors of USA Truck. Notwithstanding the foregoing, the provisions of this Section shall become inoperative and of no force and effect at such time when the provisions under Section A of the Standstill Agreement become inoperative in accordance with the terms of the Standstill Agreement.

C. In the event that, during the Voting Period, (1) USA Truck proposes to enter into an agreement with any Person or Persons providing for, or determines to pursue a process for: (a) a merger or consolidation, or any similar transaction, involving USA Truck in which, following consummation of such transaction, substantially all of the persons or entities who, immediately prior to such transaction, had beneficial ownership of 50% or more of the voting power of USA Truck would not continue to beneficially own at least 50% of the voting power of the combined entity or would not have the ability to elect a majority of the directors of the combined entity, (b) the purchase or other acquisition of more than 50% of the assets of USA Truck, or (c) the purchase or other acquisition of beneficial ownership of securities representing 20% or more of the voting power of USA Truck, or (2) a Person other than Knight or its Affiliates commences a tender offer or exchange offer with respect to securities representing 50% or more of the voting power of USA Truck (collectively, a “Process”); USA Truck will provide Knight a reasonable opportunity to participate in such Process and to make a proposal with respect to any potential transaction in connection with such Process, subject to whatever requirements it sets for participants in such Process (so long as such requirements are not designed or intended, directly or indirectly, to impair the ability of Knight to participate in the Process).

D. In the event USA Truck has complied with its obligation set forth in Section C, and as a result of such Process, USA Truck enters into a merger agreement before September 30,2014 with another Person, then (1) if, at the time of the vote, the value of the consideration per USA Truck share reflected in the merger agreement (with the securities included in the consideration to be determined for this purpose based on the volume weighted average trading price of such security over the 10 trading day period ending on the 5th business day prior to the vote) is higher than the value per share offered by Knight in its most recent proposal to acquire USA Truck (with the value of any security included in the consideration offered by Knight to be determined for this purpose based on the volume weighted average trading price of such security over the 10 trading day period ending on the 5th business day prior to the vote) then Knight shall (and shall cause its controlled Affiliates to) vote all shares it Beneficially Owns in favor of the transaction; however (2) if the conditions of the preceding clause (1) are not satisfied, but USA Truck’s board determines in good faith that the consideration represents greater value for USA Truck’s shareholders than the value of Knight's most recent proposal to acquire USA Truck (including, by way of example only, due to deal certainty or long term value), Knight will vote its shares with respect to the transaction in the same proportion as other USA Truck stockholders.

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E. In the event that Knight or any of its controlled Affiliates becomes the Beneficial Owner of additional shares of Common Stock or other securities entitling the holder thereof to vote or give consent with respect to any matter presented to the Company’s shareholders for approval, then the terms of this Agreement shall apply to the shares of Common Stock or other securities of the Company held by Knight or any such controlled Affiliate.

F. All capitalized terms in this Voting Agreement have the same meaning as set forth in the Settlement Agreement unless otherwise defined herein.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.

USA TRUCK, INC.

By: /s/ John Simone

Name: John Simone

Title: Chief Executive Officer

KNIGHT TRANSPORTATION, INC.

By: /s/ David A. Jackson

Name: David A. Jackson

Title: President

KNIGHT CAPITAL GROWTH LLC

By: /s/ David A. Jackson

Name: David A. Jackson

Title: Secretary & Treasurer

Dated: February 4, 2014

EX-99.2

ANNEX B

STANDSTILL AGREEMENT

A. Knight agrees that, for a period commencing on the date of this Agreement and continuing until September 30, 2014, neither Knight nor any of its controlled Affiliates or subsidiaries will (and Knight will direct its Representatives not to act on its behalf) to in any manner, directly or indirectly: (a) (x) effect, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or (y) in any way knowingly assist, knowingly facilitate or knowingly encourage any other person to effect, offer or propose (whether publicly or otherwise) to effect or participate in (in each case other than by selling or tendering shares of the Company to any Person), (i) any acquisition of, or any tender or exchange offer for, any securities (or beneficial ownership thereof), or rights or options to acquire any securities (or beneficial ownership thereof), or any assets, indebtedness or businesses of the Company or any of its subsidiaries or controlled Affiliates, (ii) any merger or other business combination with the Company or any of its subsidiaries or controlled Affiliates or assets of the Company or its subsidiaries or controlled Affiliates constituting a significant portion of the consolidated assets of the Company and its subsidiaries, (iii) any recapitalization, restructuring, liquidation or dissolution of, or other extraordinary transaction with, the Company or any of its subsidiaries or controlled Affiliates, or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the Company or any of its controlled Affiliates; (b) form or join in a Group (other than a Group comprised solely of Knight and its subsidiaries) with respect to the securities of the Company, including, without limitation, by entering into any tender or support agreements with a Person related to any of the actions set forth in this Section (A); (c) otherwise act, alone or with others, to seek representation on or to control or influence the management, Board of Directors or policies of the Company or to obtain representation on the Board of Directors of the Company; (d) take any action that would or would reasonably be expected to require the Company or Knight to make a public announcement regarding any of the types of matters set forth in (a) above; or (e) enter into any discussions or arrangements with any third party (other than its controlled Affiliates, subsidiaries and Representatives) with respect to any of the foregoing. Knight also agrees during such period not to request (in any manner that would reasonably be likely to cause the Company or Knight to disclose publicly) that the Company or any of its Representatives, directly or indirectly, amend or waive any provision of this paragraph (including this sentence).

B. Notwithstanding the foregoing, the provisions of this Standstill Agreement shall be inoperative and of no force or effect in the event of a Competing Transaction. “Competing Transaction” shall mean that a Person, other than Knight or its controlled Affiliates: (v) enters into an agreement with the Company or any of its subsidiaries providing for a purchase, merger, or consolidation, or any similar transaction, involving the Company or any of its controlled Affiliates in which, following consummation of such transaction, substantially all of the Persons or entities who, immediately prior to such transaction, had Beneficial Ownership of 50% or more of the voting power of the Company would not continue to beneficially own at least 50% of the voting power of the combined entity, (w) enters into an agreement with the Company or any of its controlled Affiliates providing for the purchase or other acquisition of, or purchases or otherwise acquires, more than 50% of the consolidated assets of the Company and its controlled Affiliates, (x) enters into an agreement with the Company providing for the purchase or other acquisition of, or purchases or otherwise acquires, Beneficial Ownership of securities representing 20% or more of the voting power of the Company, (y) commences a tender offer or exchange offer with respect to securities representing 50% or more of the voting power of the Company, or (z) (i) makes a public proposal or announcement in aid of attempting to enter into any of the agreements or transactions set forth in clauses (v) through (y) above and (ii) the Company provides such person with non-public information regarding the Company. In the event a Competing Transaction (as defined above) is not otherwise publicly disclosed by the Company, the Company shall promptly notify Knight in writing that this Standstill Agreement shall be inoperative and of no force or effect.

C. In the event that Knight has filed an “exit 13D” with respect to USA Truck’s securities and has no obligation to publicly report its plans or proposals with respect to USA Truck (whether as a member of a Group or otherwise), Knight shall be permitted to make proposals to USA Truck’s Board of Directors (but only in a manner that would not reasonably be likely to cause or require USA Truck or Knight to disclose publicly that Knight made such proposal) regarding any of the transactions set forth in clause (A)(a)(i) – (A)(a)(iii) above.

D. In the event that, during the term of this paragraph, USA Truck initiates a Process by which it intends to consummate any of the transactions set forth in Section B clauses (v) – (y) of the definition of Competing Transaction, USA Truck will provide Knight a reasonable opportunity to participate in such Process and make a proposal with respect to a potential transaction in connection with such Process, subject to whatever requirements it sets for participants in such Process (so long as such requirements are not designed or intended, directly or indirectly, to impair the ability of Knight to participate in the Process).

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E. All capitalized terms in this Standstill Agreement have the same meaning as set forth in the Settlement Agreement unless otherwise defined herein.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set

forth above.

USA TRUCK, INC.

By: /s/ John Simone

Name: John Simone

Title: Chief Executive Officer

KNIGHT TRANSPORTATION, INC.

By: /s/ David A. Jackson

Name: David A. Jackson

Title: President

KNIGHT CAPITAL GROWTH LLC

By: /s/ David A. Jackson

Name: David A. Jackson

Title: Secretary & Treasurer

Dated: February 4, 2014