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):
May 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))
Item 1.01 Entry into a Material Definitive Agreement.
Effective May 3, 2005, Central Freight Lines, Inc. (the "Company")
entered into Director Indemnification Agreements with each of Jerry Moyes,
Robert V. Fasso, John Breslow, John Campbell Carruth, Porter J. Hall, and
Gordan W. Winburne. The form of Director Indemnification Agreement was
previously approved by the Company's Board of Directors.
The Director Indemnification Agreements provide, among other terms, that:
(i) the Company will indemnify the indemnitee to the fullest extent permitted by
law with respect to any claim, whether civil, criminal, administrative,
investigative, or other, related to the fact that the indemnitee is or was a
director of the Company, or while a director is or was serving at the request of
the Company as a director, officer, employee, trustee, agent, or fiduciary of
another foreign or domestic corporation, partnership, joint venture, employee
benefit plan, trust, or other enterprise, or was a director, officer, employee,
or agent of a foreign or domestic corporation that was a predecessor corporation
of the Company or of another enterprise at the request of such predecessor
corporation, or related to anything done or not done by the indemnitee in any
such capacity; (ii) the Company will advance all expenses incurred by the
indemnitee; (iii) if upon review the determination is made that applicable law
does not permit indemnification, the Company is entitled to reimbursement of
expense advances; and (iv) the indemnification provided by the Director
Indemnification Agreements shall be in addition to any rights to which the
indemnitee may be entitled under the Company's Amended and Restated Articles of
Incorporation, its Bylaws, applicable law, or otherwise. The indemnification
provided under the Director Indemnification Agreements shall continue for any
action taken while serving in an indemnified capacity even though the indemnitee
may have ceased to serve in an indemnified capacity.
Also on May 3, 2005, the Compensation Committee and Board of Directors
of Central Freight Lines, Inc. (the "Company") approved the payment of an annual
retainer of $20,000 to Porter J. Hall for his service as Chairman of the Board
following the 2005 Annual Meeting of Stockholders. As disclosed in Item 5.02
below, Mr. Hall previously served as the Company's Lead Independent Director.
The annual retainer that Mr. Hall will receive for his service as Chairman of
the Board will be in lieu of, and not in addition to, the $20,000 retainer he
would have received as Lead Independent Director.
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On May 3, 2005, following the conclusion of the Company's 2005 Annual
Meeting of Stockholders, Jerry Moyes informed the Company that he was resigning
from the Board of Directors, effective immediately, in order to focus on other
commitments. Following the resignation of Mr. Moyes, the remaining members of
the Board of Directors elected Porter J. Hall to replace Mr. Moyes as Chairman
of the Board. Mr. Hall previously served as the Company's Lead Independent
Director. Following the election of Mr. Hall as Chairman of the Board, the Board
of Directors approved the elimination of the position of Lead Independent
Director.
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: May 4, 2005 By: /s/ Jeff Hale
Jeff Hale
Senior Vice President and
Chief Financial Officer