UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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(423 ) 821-1212
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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).
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Emerging growth company
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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. [ ]
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Item 7.01
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Regulation FD Disclosure.
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On February 10, 2022, Covenant Logistics Group, Inc., a
Nevada corporation (the “Company”), issued a press release announcing that the Board of Directors (the “Board”) of the Company approved a stock repurchase program authorizing the purchase of up to $30 million of the Company’s
Class A common stock from time-to-time based upon market conditions and other factors. The stock may be repurchased on the open market or in privately negotiated transactions. In conjunction, the Company adopted a Rule
10b5-1 plan with defined trading parameters that will be executed by the program administrator consistent with the plan and Rule 10b-18. The plan will commence in February of 2022 and expires August 31, 2022.
The stock repurchase program does not obligate the Company to repurchase any specific number of shares and the Company may suspend or
terminate the program at any time without prior notice.
A copy of the press release announcing the stock repurchase program is attached to this report as Exhibit 99.1.
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Item 8.01
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Other Events.
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On February 9, 2022, the Company acquired 100% of the equity interests of AAT Carriers, Inc., a Tennessee corporation, which
specializes in highly regulated, time-sensitive loads for the U.S. government. For 2021, the acquired business generated approximately $25 million in revenue and the total purchase price, including any earnout achieved, is
expected to range from $35 million to $55 million depending on the results achieved by the acquired business. A copy of the press release announcing the acquisition is attached hereto as Exhibit 99.1.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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EXHIBIT
NUMBER
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EXHIBIT DESCRIPTION
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Covenant Logistics Group, Inc. press release dated February 10, 2022, announcing its stock repurchase program and acquisition of AAT
Carriers.
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104
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Cover Page Interactive Data File.
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The information contained in Items 7.01 and, with respect to the stock repurchase program described therein, 9.01 of this Current
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.
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The information in Items 7.01, 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, as amended, 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 forward-looking statements. Please
refer to the italicized paragraphs 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.
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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.
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COVENANT LOGISTICS GROUP, INC.
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(Registrant)
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Date: February 10, 2022
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By:
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/s/ Joey B. Hogan |
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Joey B. Hogan
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President
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