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Washington, D.C.  20549

 

 

 

 

Date of Report (Date of earliest event reported):

 

(Exact name of registrant as specified in its charter)

 

 

 

(Registrant’s telephone number, including area code)

 

(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):

 

 

 

 

 

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

 

 

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. ☐

 

 

 

Section 1 – Registrant’s Business and Operations

 

 

On August 17, 2021, Marten Transport, Ltd. (“Marten”) entered into an Eleventh 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, August 13, 2019 and November 18, 2020 (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, 2021 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 $80,000,000. 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

 

 

The information described under Item 1.01 “Entry into a Material Definitive Agreement” is incorporated herein by this reference.

 

 

Section 8 – Other Events

 

 

On August 17, 2021, 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 October 4, 2021 to stockholders of record at the close of business on September 20, 2021.

 

Attached hereto as Exhibit 99.1 is a copy of Marten’s press release dated August 17, 2021 announcing the special dividend and regular quarterly dividend.

 

 

Section 9 – Financial Statements and Exhibits

 

 

 

Not Applicable.

 

 

Not Applicable.

 

 

Not Applicable.

 

 

 

 

 

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.