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0000799167
0000799167
2020-11-18
2020-11-18
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):
November 18, 2020
MARTEN TRANSPORT, LTD.
(Exact name of registrant as specified in its charter)
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Delaware
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0-15010
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39-1140809
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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129 Marten Street
Mondovi, Wisconsin
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54755
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(Address of principal executive offices)
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(Zip Code)
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(715) 926-4216
(Registrant’s telephone number, including area code)
Not applicable.
(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 (see General Instruction A.2. below):
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☐
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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:
| Title of each class: |
Trading symbol: |
Name of each exchange on which registered: |
| COMMON STOCK, PAR VALUE |
MRTN |
THE NASDAQ STOCK MARKET LLC |
| $.01 PER SHARE |
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(NASDAQ GLOBAL SELECT MARKET) |
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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).
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. ☐
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Section 1 – Registrant’s Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
On November 18, 2020, Marten Transport, Ltd. (“Marten”) entered into a Tenth Amendment to Credit Agreement (the “Amendment”) with U.S. Bank National Association, as agent (the “Agent”), and certain lenders party thereto (collectively, the “Lenders”). The Amendment amends that certain Credit Agreement, dated as of August 31, 2006, entered into by and among Marten, the Agent, and the Lenders (the “Original Agreement”), as modified by amendments dated as of January 1, 2007, November 30, 2007, May 27, 2011, December 10, 2012, December 22, 2014, November 4, 2015, December 6, 2016, August 24, 2018 and August 13, 2019 (collectively, the “Prior Amendments” and, together with the Original Agreement, the “Current Credit Agreement”). Marten previously filed copies of the Original Agreement and the Prior Amendments with the Securities and Exchange Commission.
The Amendment waives the limitations of certain restrictive payments under the Current Credit Agreement through December 31, 2020 to allow for stock redemptions and dividends in excess of 25% of Marten’s total consolidated net income for its most recent prior fiscal year in a total amount of up to $60,000,000. In addition, the Amendment addresses the potential replacement of LIBOR as an interest rate index. The obligations arising under the revolving credit facility continue to be guaranteed by each of Marten’s existing subsidiaries.
The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Section 2 – Financial Information
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information described under Item 1.01 “Entry into a Material Definitive Agreement” is incorporated herein by this reference.
Section 8 – Other Events
Item 8.01 Other Events.
On November 18, 2020, Marten issued a press release announcing that its board of directors had declared a special cash dividend of $0.50 per share of common stock and a regular quarterly cash dividend of $0.04 per share of common stock. The dividends will be payable on December 28, 2020 to stockholders of record at the close of business on December 14, 2020.
Attached hereto as Exhibit 99.1 is a copy of Marten’s press release dated November 18, 2020 announcing the special dividend and regular quarterly dividend.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Shell Company Transactions.
Not Applicable.
(d) Exhibits.
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Exhibit No.
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Description
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10.1
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99.1
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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 thereunto duly authorized.
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MARTEN TRANSPORT, LTD.
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Dated: November 18, 2020
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By:
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/s/ James J. Hinnendael
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James J. Hinnendael
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Its: Executive Vice President and
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Chief Financial Officer |
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