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):
March 3, 2004
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SMITHWAY MOTOR XPRESS CORP.
(Exact name of registrant as specified in its charter)
Nevada 000-20793 42-1433844
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
2031 Quail Avenue, Fort Dodge, Iowa 50501
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(515) 576-7418
Not applicable
(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant.
Not applicable.
Item 2. Acquisition or Disposition of Assets.
Not applicable.
Item 3. Bankruptcy or Receivership.
Not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not applicable.
Item 5. Other Events and Regulation FD Disclosure.
On March 3, 2004, William G. Smith, the Chairman of the Board, Chief
Executive Officer, President, and Secretary of Smithway Motor Xpress Corp., a
Nevada corporation (the "Company"), passed away at the age of 64 following 46
years of service to the Company. The press release issued by the Company is
attached as Exhibit 99.1 to this filing. On March 8, 2004, it was announced that
the Company's remaining directors voted to fill the vacancy on the Board with
Mr. Smith's wife, Marlys Smith. Mrs. Smith is the Company's majority
stockholder. At such time, the Company also announced the promotion of G. Larry
Owens to the position of President, Chief Executive Officer, and Secretary and
Douglas Sandvig to the position of Senior Vice President, Chief Financial
Officer, and Treasurer. A copy of the press release issued by the Company is
attached as Exhibit 99.2 to this filing.
The Company has set Friday, May 14, 2004, as the date for its next annual
stockholders' meeting. Stockholders wishing to submit a proposal for
consideration at the next annual stockholders' meeting should do so no later
than May 3, 2004, or April 2, 2004, if they wish their proposal to be included
in the Company's proxy materials. Written copies of all stockholder proposals
should be sent to the Company's principal executive offices at 2031 Quail
Avenue, Fort Dodge, Iowa 50501 to the attention of G. Larry Owens, the Company's
President.
The information in this report and the exhibit hereto may contain
"forward-looking statements" that are made pursuant to the safe-harbor
provisions of the Private Securities Litigation Reform Act of 1995 and otherwise
may be protected. 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 events or results may differ from those anticipated by
forward-looking statements. Please refer to the Company's Annual Report on Form
10-K and other filings with the Securities and Exchange Commission for
information concerning risks, uncertainties and other factors that may affect
future results.
Item 6. Resignations of Registrant's Directors.
Not applicable.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
EXHIBIT
NUMBER EXHIBIT TITLE
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99.1 Smithway Motor Xpess Corp. press release announcing
death of William G. Smith
99.2 Smithway Motor Xpress Corp. press release announcing
new appointments
Item 8. Change in Fiscal Year.
Not applicable.
Item 9. Regulation FD Disclosure.
Not applicable.
Item 10. Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics.
Not applicable.
Item 11. Temporary Suspension of Trading Under Registrant's Employee
Benefit Plans.
Not applicable.
Item 12. Results of Operations and Financial Condition.
Not applicable.
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.
SMITHWAY MOTOR XPRESS CORP.
Date: March 11, 2004 /s/ G. Larry Owens
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G. Larry Owens
President, Chief Executive Officer, and Secretary
EXHIBIT INDEX
99.1 Smithway Motor Xpress Corp. press release announcing death of
William G. Smith
99.2 Smithway Motor Xpress Corp. press release announcing new
appointments