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 9, 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 1.01. Entry into a Material Definitive Agreement.

 On April 9, 2014, the Board of Directors of USA Truck, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Rights Agreement (the “Rights Agreement”), dated as of November 12, 2012, by and between the Company and Registrar and Transfer Company, a New Jersey corporation, terminating the Rights Agreement and the associated Rights (as defined below).

 The Amendment accelerates the outside expiration date of the Company’s preferred share purchase rights (the “Rights”) from 5:00 p.m., New York City time, on November 21, 2014, to 5:00 p.m., New York City time, on April 11, 2014, and has the effect of terminating the Rights Agreement on the latter date.  At the time of the termination of the Rights Agreement, all of the Rights distributed to holders of the Company’s common stock pursuant to the Rights Agreement will expire.

The foregoing is a summary of the terms of the Amendment. The summary does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 4.1 and incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

 The information set forth under Item 1.01 is incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth under Item 1.01 is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the adoption of the Rights Agreement, on November 13, 2012, the Company filed a Certificate of Designations of Series A Junior Participating Preferred Stock (the “Certificate of Designations”) with the Secretary of State of the State of Delaware, setting forth the rights, powers and preferences of the Series A Junior Participating Preferred Stock issuable upon exercise of the Rights (the “Preferred Shares”).

Promptly following the expiration of the Rights and the termination of the Rights Agreement, the Company will file a Certificate of Elimination (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware eliminating the Preferred Shares and returning them to authorized but undesignated shares of the Company’s preferred stock.

The foregoing is a summary of the terms of the Certificate of Elimination. The summary does not purport to be complete and is qualified in its entirety by reference to the Certificate of Elimination, a copy of which is attached as Exhibit 3.1 and incorporated herein by reference.

Item 8.01. Other Events.

On April 10, 2014, the Company issued a press release announcing the Amendment. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits
3.1	Certificate of Elimination of Series A Junior Participating Preferred Stock of USA Truck, Inc.
4.1	Amendment No. 1 to Rights Agreement by and between USA Truck, Inc. and Registrar and Transfer Company, dated as of April 10, 2014.
99.1	Press Release of USA Truck, Inc., dated April 10, 2014.

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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:	April 11, 2014	/s/ Clifton R. Beckham
		Clifton R. Beckham
		Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description of Exhibit
3.1	Certificate of Elimination of Series A Junior Participating Preferred Stock of USA Truck, Inc.
4.1	Amendment No. 1 to Rights Agreement by and between USA Truck, Inc. and Registrar and Transfer Company, dated as of April 10, 2014.
99.1	Press Release of USA Truck, Inc., dated April 10, 2014.

EX-3.1

EXHIBIT 3.1

CERTIFICATE OF ELIMINATION

OF

SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

OF USA TRUCK, INC.

(Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware)

April 11, 2014

USA Truck, Inc., a Delaware corporation (the “Company”), certifies as follows:

1.The Restated and Amended Certificate of Incorporation, as amended (the “Certificate of Incorporation”), of the Company authorizes the issuance of 150,000 shares of preferred stock, par value $0.01 per share, of the Company designated as Series A Junior Participating Preferred Stock (the “Series A Preferred Stock”).

2.Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the “DGCL”), the Board of Directors of the Company have adopted the following resolutions:

RESOLVED FURTHER: That none of the authorized shares of preferred stock, par value $0.01, of the Company designated as Series A Junior Participating Preferred Stock (the “Preferred Stock”), are outstanding, and none of the authorized shares of the Preferred Stock will be issued prior to the Expiration Time.

RESOLVED FURTHER: That the Company be, and hereby is, authorized and directed to file with the Secretary of State of the State of Delaware a certificate (the “Certificate of Elimination”) containing these resolutions, with the effect under the General Corporation Law of the State of Delaware of eliminating from the Company’s Restated and Amended Certificate of Incorporation, as amended, all matters set forth in the Certificate of Designations of Series A Junior Participating Preferred Stock of the Company filed with the Secretary of State of the State of Delaware on November 13, 2012.

RESOLVED FURTHER: That the President, Vice President, Treasurer, Secretary and any other officer of the Company (each such person, an “Authorized Officer”) be, and each of them hereby is, authorized and directed, for and on behalf of the Company and in its name, to execute and file the Certificate of Elimination at such time as they deem appropriate, and to take such further actions as they may deem necessary or appropriate to carry out the intent of the foregoing resolutions in accordance with the applicable provisions of the General Corporation Law of the State of Delaware.

3.Pursuant to the provisions of Section 151(g) of the DGCL, all references to the Series A Preferred Stock in the Certificate of Incorporation are hereby eliminated, and the shares that were designated to such series are hereby returned to the status of authorized but unissued shares of preferred stock of the Company.

IN WITNESS WHEREOF, the Company has caused this Certificate of Elimination to be signed by an authorized officer as of the date first written above.

USA TRUCK, INC.

By:           /s/ Clifton R. Beckham

Name:            Clifton R. Beckham

Title:   Executive Vice President and Chief Financial Officer

EX-4.1

EXHIBIT 4.1

AMENDMENT NO. 1 TO RIGHTS AGREEMENT

This AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this “Amendment”) is dated as of April 10, 2014 (the “Effective Date”) and amends that certain Rights Agreement, dated as of November 12, 2012 (the “Rights Agreement”), by and between USA Truck, Inc., a Delaware corporation (the “Company”), and Registrar and Transfer Company, a New Jersey corporation (the “Rights Agent”).  All capitalized terms used herein, but not defined, shall have the meaning given to such terms in the Rights Agreement.

RECITALS

WHEREAS, in accordance with Section 5.4 of the Rights Agreement, prior to the Separation Time, the Company may amend the Rights Agreement in any respect without the approval of any holders of Rights; and

WHEREAS, the Rights Agent is hereby directed to join in this Amendment.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the parties hereby agree as follows:

1.Amendment of the Rights Agreement.  The definition of the term “Expiration Time” as defined in Section 1.1 of the Rights Agreement is hereby amended and restated in its entirety as follows:

“Expiration Time” shall mean the earliest of (i) the Exchange Time, (ii) the Redemption Time, and (iii) the Close of Business on April 11, 2014.

2.Amendment of Exhibits.  The exhibits to the Rights Agreement shall be deemed to be restated to reflect this Amendment, including all conforming changes.

3.Other Amendment; Effect of Amendment.  This Amendment will be deemed an amendment to the Rights Agreement and will become effective on the Effective Date. In the event of a conflict or inconsistency between this Amendment and the Rights Agreement and the exhibits thereto, the provisions of this Amendment will govern.

4.Counterparts.  This Amendment may be executed in any number of counterparts and each of such counterparts will for all purposes be deemed to be an original, and all such counterparts will together constitute one and the same instrument, it being understood that all parties need not sign the same counterpart. A signature to this Amendment transmitted electronically (including by fax and .pdf) will have the same authority, effect and enforceability as an original signature. No party hereto may raise the use of such electronic transmission to deliver a signature, or the fact that any signature or agreement or instrument was transmitted or communicated through such electronic transmission, as a defense to the formation of a contract, and each party forever waives any such defense, except to the extent such defense relates to lack of authenticity.

5.Severability.  If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment will remain in full force and effect and will in no way be affected, impaired or invalidated.

6.Descriptive Headings.  The descriptive headings of the several Sections of this Amendment are inserted for convenience only and will not control or affect the meaning or construction of any of the provisions hereof.

7.Further Assurances.  Each of the parties to this Amendment will cooperate and take such action as may be reasonably requested by the other party in order to carry out the provisions and purposes of this Amendment, the Rights Agreement and the transactions contemplated hereunder and thereunder.

8.Governing Law.  This Amendment shall be deemed to be a contract made under the laws of the State of New Jersey and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.

USA TRUCK, INC.

By:          /s/ Clifton R Beckham                                           

Name:     Clifton R. Beckham

Title:       Executive Vice President and Chief Financial Officer

REGISTRAR AND TRANSFER COMPANY

By:          /s/ Nicola Giancaspro

Name:     Nicola Giancaspro

Title:       Vice President

EX-99.1

EXHIBIT 4.1

USA Truck Accelerates Termination Date of Stockholders Rights Plan

Van Buren, AR — April 10, 2014 — USA Truck, Inc. (NASDAQ: USAK), a leading North American transportation and logistics solutions provider, today announced that its Board of Directors has unanimously voted to terminate the Company’s Stockholders’ Rights Plan (the “Plan”) effective April 11, 2014.

Chairman of the Board Robert A. Peiser commented, “We adopted the Stockholders’ Rights Plan in November 2012 as we began implementing a comprehensive turnaround program, designed to bring increased value to USA Truck’s stockholders and increased opportunities for our employees.  The Plan was designed to give the Company time to execute our turnaround without unnecessary distractions, including unsolicited and inadequate takeover offers.

“Over the past 18 months, under the leadership of President and CEO John Simone, we expanded our senior management team and began capitalizing on USA Truck’s blue-chip customer base, dedicated employees and substantial assets.  With the turnaround well underway, and with our stock price having appreciated well above the price existing at the time of the Plan’s adoption, the Plan has served its intended purpose.  The Board’s decision to terminate the Plan demonstrates our confidence in the Company’s management team, ongoing strategy and employees.”

The termination will be effected by amending the Plan, commonly known as a “poison pill,” to accelerate its expiration date to the close of business on April 11, 2014.  Stockholders are not required to take any action as a result of the termination.  USA Truck will be taking routine actions to terminate, deregister and delist the related preferred share purchase rights under applicable law, including the Securities Exchange Act of 1934.  USA Truck has not arranged for listing and/or registration of the preferred share purchase rights on another national securities exchange or for quotation of the preferred share purchase rights in a quotation medium.  These actions are administrative in nature and will have no effect on USA Truck’s common stock, which continues to be listed on NASDAQ.

Safe Harbor Statement

This press release may contain 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.  Forward-looking statements are usually identified by words such as ‘anticipates’, ‘believes’, ‘estimates’, ‘plans’, ‘projects’, ‘expects’, ‘hopes’, ‘intends’, ‘will’, ‘could’, ‘may’ or similar expressions.  Forward-looking statements speak only as of the date the statement was made.  Such forward-looking are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements are inherently uncertain, are based upon the current beliefs, assumptions and expectations of our management and current market conditions, all of which are subject to significant risks and uncertainties, some of which cannot be predicted or quantified, particularly those identified in the Risk Factor section of our most recent annual report Form 10-K as those risk factors may be updated from time to time, and other factors identified from time to time in our other disclosures in press releases, stockholder reports, and other filings with the Securities and Exchange Commission.  As a result of these and other factors, actual results may differ materially from those set forth in, contemplated by, or underlying the forward-looking statements.  The Company makes no commitment and disclaims any obligation to update or revise any forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking information.  

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.

About USA Truck

USA Truck is a transportation and logistics provider headquartered in Van Buren, Arkansas, with terminals, offices and staging facilities located throughout the United States. We transport commodities throughout the continental U.S. 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 service offerings provide customized transportation solutions using the latest technological tools available and multiple modes of transportation.

For more information, please contact:

Cliff Beckham, EVP & CFO

USA Truck

(479) 471-2672

Cliff.Beckham@usa-truck.com

Investor Relations Contact

Harriet Fried / Jody Burfening

LHA

(212) 838-3777

hfried@lhai.com