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 17, 2020

 

 

P.A.M. TRANSPORTATION SERVICES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-15057

 

71-0633135

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

297 West Henri De Tonti, Tontitown, Arkansas 72770

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (479) 361-9111

 

 

N/A

 
 

(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 13c-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $.01 par value

PTSI

NASDAQ Global Market

 

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).

 

Emerging growth company   ☐

 

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.   ☐

 

 

 

Item 8.01       Other Information.

 

On April 17, 2020, P.A.M. Transportation Services, Inc. (the “Company”) issued a news release announcing that, due to the ongoing public health impact of the COVID-19 pandemic, the Company has changed the location of its Annual Meeting to be held on Wednesday, April 29, 2020. The Annual Meeting will now be held at the Company’s corporate offices located at 297 West Henri De Tonti Boulevard, Tontitown, Arkansas. A copy of the news release is attached as Exhibit 99.1 to this Current Report.

 

Further information regarding the changes to the Annual Meeting and information for stockholders who plan to attend the meeting can be found in the proxy supplement and Notice of Change of Location of Annual Meeting of Stockholders attached as Exhibit 99.2 to this Current Report.

 

Item 9.01       Financial Statements and Exhibits.

 

(d) Exhibits.

 

99.1 News release issued by the Registrant on April 17, 2020.

99.2 Notice of Change of Location of Annual Meeting of Stockholders to be Held on April 29, 2020.

 

 

 

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.

 

   

P.A.M. TRANSPORTATION SERVICES, INC.

   

                           (Registrant)

     

Date: April 17, 2020

By:   

/s/ Allen W. West

   

Allen W. West

Vice President of Finance, Chief Financial Officer, Secretary and Treasurer

 

 

Exhibit 99.1

 

FROM: P.A.M. TRANSPORTATION SERVICES, INC.

P.O. BOX 188

Tontitown, AR 72770

Allen W. West

(479) 361-9111

 

P.A.M. TRANSPORTATION SERVICES, INC.

ANNOUNCES LOCATION CHANGE FOR ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON APRIL 29, 2020

 

Tontitown, Arkansas, April 17, 2020...... P.A.M. Transportation Services, Inc. (NASDAQ: PTSI) (the “Company”) today announced that due to the ongoing public health impact of the COVID-19 pandemic and to support the health and well-being of its stockholders, the Company has changed the location of its 2020 annual meeting of stockholders to be held on April 29, 2020. The Annual Meeting will now be held at the Company’s corporate offices located at 297 West Henri De Tonti Boulevard, Tontitown, Arkansas, at 10:00 a.m. local time.

 

To protect the health and safety of those attending the Annual Meeting, only stockholders as of the record date March 10, 2020 (the “Record Date”) will be entitled to attend the meeting or any adjournments thereof. The Company asks that any stockholder who plans to attend the meeting please notify the Company at least 24 hours in advance of the meeting by contacting our Secretary, Allen West, at (479) 361-9111. 

 

Attendees may be subject to health screening procedures upon entering the building consistent with practices advised by governmental authorities or as otherwise in place for visitors to the Company’s corporate office, and seating may be limited to comply with applicable social distancing guidelines. Stockholders who are “street name” holders will also need to bring a copy of a brokerage statement reflecting their ownership as of the Record Date in order to attend the meeting.

 

Stockholders who vote their shares by proxy do not need to attend the Annual Meeting. The Company urges all stockholders of record as of the Record Date to promptly submit their proxy by executing and returning the proxy card previously mailed to them or by following the alternative voting procedures described on their proxy card. Your vote is important.

 

Further information regarding the Annual Meeting can be found in the definitive proxy statement and supplemental materials filed by the Company with the Securities and Exchange Commission on March 27, 2020 and April 17, 2020.

 

About P.A.M. Transportation Services, Inc.

 

P.A.M. Transportation Services, Inc. is a leading truckload dry van carrier transporting general commodities throughout the continental United States, as well as in the Canadian provinces of Ontario and Quebec. The Company also provides transportation services in Mexico through its gateways in Laredo and El Paso, Texas under agreements with Mexican carriers.

 

Forward-Looking Statements

 

Certain information included in this document contains or may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may relate to expected future financial and operating results, prospects, plans or events, and are thus prospective. Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, ongoing and potential future economic, business and operational disruptions and uncertainties due to the COVID-19 pandemic or other public health crises; excess capacity in the trucking industry; surplus inventories; recessionary economic cycles and downturns in customers' business cycles; increases or rapid fluctuations in fuel prices, interest rates, fuel taxes, tolls, and license and registration fees; the resale value of the Company's used equipment and the price of new equipment; increases in compensation for and difficulty in attracting and retaining qualified drivers and owner-operators; increases in insurance premiums and deductible amounts relating to accident, cargo, workers' compensation, health, and other claims; unanticipated increases in the number or amount of claims for which the Company is self-insured; inability of the Company to continue to secure acceptable financing arrangements; seasonal factors such as harsh weather conditions that increase operating costs; competition from trucking, rail, and intermodal competitors including reductions in rates resulting from competitive bidding; the ability to identify acceptable acquisition candidates, consummate acquisitions, and integrate acquired operations; our ability to develop and implement suitable information technology systems and prevent failures in or breaches of such systems; litigation, including litigation related to alleged violations under the Fair Labor Standards Act and the Arkansas Minimum Wage Law; general risks associated with doing business in Mexico, including, without limitation, exchange rate fluctuations, inflation, import duties, tariffs, quotas, political and economic instability and terrorism; the potential impact of new laws, regulations or policy, including, without limitation, tariffs, import/export, trade and immigration regulations or policies; a significant reduction in or termination of the Company's trucking service by a key customer; and other factors, including risk factors, included from time to time in filings made by the Company with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks and uncertainties, the forward-looking events and circumstances discussed above and in company filings might not transpire.

 

 

Exhibit 99.2

 

P.A.M. TRANSPORTATION SERVICES, INC.

297 West Henri De Tonti Boulevard

Tontitown, Arkansas 72770

(479) 361-9111

www.pamtransport.com

_______________

 

ADDITIONAL INFORMATION REGARDING ANNUAL MEETING OF STOCKHOLDERS

To Be Held on April 29, 2020

_______________

 

The following Notice of Change of Location relates to the proxy statement (the “Proxy Statement”) of P.A.M. Transportation Services, Inc. (the “Company”), dated March 27, 2020, furnished to stockholders of the Company in connection with the solicitation of proxies by the Board of Directors of the Company for use at the Company’s 2020 annual meeting of stockholders (the “Annual Meeting”) to be held on Wednesday, April 29, 2020. This Supplement is being filed with the Securities and Exchange Commission to provide notice of a change of location of the Annual Meeting and is being made available to stockholders on or about April 17, 2020.

 

THE NOTICE SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT.

 

 

 

Notice of Change of Location of Annual Meeting of Stockholders

To Be Held on April 29, 2020

 

To our Stockholders:

 

Due to the ongoing public health impact of the COVID-19 pandemic and to support the health and well-being of our stockholders, NOTICE IS HEREBY GIVEN that the location of the 2020 annual meeting of stockholders of P.A.M. Transportation Services, Inc., a Delaware corporation (the “Company”), to be held on Wednesday, April 29, 2020 (the “Annual Meeting”) has been changed. The Annual Meeting will now be held at the Company’s corporate offices located at 297 West Henri De Tonti Boulevard, Tontitown, Arkansas, on April 29, 2020, at 10:00 a.m. local time.

 

As described in the proxy materials for the Annual Meeting previously distributed, only stockholders of record at the close of business on the record date, March 10, 2020 (the “Record Date”), are entitled to receive notice of the Annual Meeting and to vote their shares at the meeting. Holders of common stock are entitled to one vote per share.

 

To protect the health and safety of those attending the Annual Meeting, only stockholders as of the Record Date will be entitled to attend the meeting or any adjournments thereof. If stockholders plan to attend the meeting, the Company asks that you please notify the Company at least 24 hours in advance of the meeting by contacting our Secretary, Allen West, at (479) 361-9111. 

 

Attendees may be subject to health screening procedures upon entering the building consistent with practices advised by governmental authorities or as otherwise in place for visitors to the Company’s corporate office, and seating may be limited to comply with applicable social distancing guidelines. Stockholders who are “street name” holders will also need to bring a copy of a brokerage statement reflecting their ownership as of the Record Date in order to attend the meeting.

 

Stockholders who vote by proxy do not need to attend the meeting. The Company urges all stockholders of record as of the Record Date to promptly submit their proxy by executing and returning the proxy card previously mailed to them or by following the alternative voting procedures described on their proxy card. Your vote is important.

 

For further information regarding the matters to be acted upon at the Annual Meeting, the Company urges you to carefully read the Proxy Statement in its entirety. The Company’s proxy materials are available at www.edocumentview.com/PTSI.

 

By Order of the Board of Directors

 

Daniel H. Cushman

President and Chief Executive Officer

 

Tontitown, Arkansas

April 17, 2020