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):
March 3, 2005
CENTRAL FREIGHT LINES, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-50485 74-2914331
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5601 West Waco Drive, Waco, TX 76710
(Address of principal executive offices) (Zip Code)
(254) 772-2120
(Registrant's telephone number, including area code)
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))
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Item 1.01 Entry into a Material Definitive Agreement.
On March 3, 2005, the Compensation Committee and Board of Directors (the
"Board") of Central Freight Lines, Inc. (the "Company") approved the hiring of
Richard Stolz as the Company's Senior Vice President - Sales and Marketing. The
Company agreed to pay Mr. Stolz an annual salary of $240,000 and agreed to grant
him options to acquire 100,000 shares of common stock at the fair market value
of the stock on the grant date. The Company also agreed that Mr. Stolz would be
eligible to participate in its executive bonus program. Mr. Stolz may be
terminated at any time upon payment of one year's salary at the then current
level. He will not be entitled to receive such payment if he voluntarily
terminates his employment or is terminated for cause.
On March 3, 2005, the Company's Compensation Committee and Board also
approved a salary increase for Jeff Hale, the Company's Senior Vice President
and Chief Financial Officer. Mr. Hale's annual salary was increased to $225,000.
On March 3, 2005, the Company's Compensation Committee and Board also
approved a revised compensation structure for members of the Board of Directors
who are not 10% stockholders, officers, or employees of the Company (the
"Outside Directors"). During 2005 and thereafter, Outside Directors will receive
an annual retainer of $20,000, plus (a) $1,500 for each meeting of the Board
they attend in person, (b) $1,500 for each meeting of a Board committee they
attend in person, if such meeting is not on the same day as a meeting of the
full Board, (c) $750 for each meeting of a Board committee they attend in
person, if such meeting is on the same day as a meeting of the full Board, and
(d) $500 for each telephonic meeting of the Board or a Board committee they
attend. In addition, the Chairman of the Audit Committee will receive an annual
retainer of $10,000, the Chairman of the Compensation Committee will receive an
annual retainer of $1,500, the Chairman of the Nominating and Corporate
Governance Committee will receive an annual retainer of $1,500, and the Outside
Director who serves as Lead Independent Director will receive an annual retainer
of $20,000.
Item 7.01 Regulation FD Disclosure.
On March 3, 2005, the Company's Board of Directors voted to establish the
position of Lead Independent Director and to elect Porter Hall to fill such
position. The Lead Independent Director will at all times be an Outside Director
who will be responsible for coordinating the activities of the Outside
Directors.
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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.
CENTRAL FREIGHT LINES, INC.
Date: March 9, 2005 By: /s/ Jeff Hale
Jeff Hale
Senior Vice President and
Chief Financial Officer
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