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): July 26, 2005
FORWARD AIR CORPORATION
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(Exact name of registrant as specified in its charter)
Tennessee 000-22490 62-1120025
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
430 Airport Road
Greeneville, Tennessee 37745
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (423) 636-7000
Not Applicable
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(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 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 2. FINANCIAL INFORMATION.
Item 2.02. Results of Operations and Financial Condition.
Attached as Exhibit 99.1 and incorporated herein by reference is a copy of
a press release, dated July 26, 2005, announcing the financial results of
Forward Air Corporation (the "Company") for the quarter ended June 30, 2005.
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT.
Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
The Company's Board of Directors has elected G. Michael Lynch to its Board
of Directors, effective July 26, 2005. Mr. Lynch has been appointed to serve on
the Board's Audit Committee. There are no arrangements or understandings between
Mr. Lynch and any other persons pursuant to which Mr. Lynch was selected as a
director. There have been no transactions since the beginning of the Company's
last fiscal year, or any currently proposed transaction, or series of similar
transactions, to which the Company was or is to be a party, in which the amount
involved exceeds $60,000 and in which Mr. Lynch had, or will have, a direct or
indirect material interest.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits. The following exhibit is being furnished as part of this
Report.
Exhibit
Number Description
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99.1 Press Release of Forward Air Corporation dated July 26, 2005.
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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 hereunto duly authorized.
FORWARD AIR CORPORATION
Date: July 26, 2005 By: /s/ Andrew C. Clarke
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Andrew C. Clarke
Chief Financial Officer
and Senior Vice President
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EXHIBIT INDEX
No. Exhibit
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99.1 Press Release of Forward Air Corporation dated July 26, 2005.