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):
April 3, 2006
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)
[X] 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 7.01 Regulation FD Disclosure.
On April 3, 2006, Central Freight Lines, Inc., a Nevada corporation (the
"Company"), issued a press release providing an update on the status of its
pending merger transaction with North American Truck Lines, LLC. The Company
also announced that the filing of its annual report on Form 10-K for 2005 will
be delayed due to its previously announced engagement of a new independent
registered public accounting firm. A copy of the press release is attached to
this report as Exhibit 99.1.
The information contained in this report and in Exhibit 99.1 shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.
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 results or events 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 9.01 Financial Statements and Exhibits.
(a) Financial statement of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits:
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------------ ---------------------
99.1 Press release dated April 3, 2006.
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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: April 3, 2006 By: /s/ Jeff Hale
Jeff Hale
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
99.1 Press release dated April 3, 2006.
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CENTRAL FREIGHT LINES, INC. PROVIDES UPDATE ON STATUS OF MERGER; DISCUSSES
YEAR-END REPORTING
Waco, TX (PR Newswire) - April 3, 2006 - Central Freight Lines, Inc.
(Nasdaq/NMS: CENF) today provided an update on the status of its pending merger
transaction with North American Truck Lines, LLC, a Nevada limited liability
company ("NATL"), and Green Acquisition Company, a Nevada corporation
("Purchaser"). Central also announced it has filed a Form 12b-25 (Notification
of Late Filing) with the Securities and Exchange Commission ("SEC") seeking a
15-day extension of the due date for its Annual Report on Form 10-K for 2005 due
to its previously announced engagement of a new independent registered public
accounting firm. Central expects to file its Annual Report by April 14, 2006.
Status of Merger with North American Truck Lines, LLC
On January 30, 2006, Central announced that it had entered into an Agreement and
Plan of Merger (the "Merger Agreement"), with NATL and Purchaser, pursuant to
which Purchaser will merge with and into Central (the "Merger"), with Central
continuing as the surviving corporation. Both Purchaser and NATL are controlled
by Mr. Jerry Moyes, with Purchaser being a wholly-owned subsidiary of NATL.
Central expects to file a preliminary proxy statement with the SEC during April
2006. Once this preliminary filing is reviewed and completed, a definitive proxy
statement will be mailed to stockholders to solicit proxies for stockholders to
vote on the approval of the Merger.
Stockholders are urged to read the proxy statement carefully when it becomes
available because it will contain important information about Central, the
transaction and related matters. Stockholders will be able to obtain free copies
of the proxy statement and other documents filed with the SEC by Central through
the SEC's web site at www.sec.gov. In addition, stockholders will be able to
obtain free copies of the proxy statement from the company.
Central Freight Lines, Inc. is a non-union less-than-truckload carrier
specializing in regional overnight and second day markets in the Midwest,
Southwest, West Coast and Pacific Northwest. Utilizing marketing alliances,
Central also provides service to the Great Lakes, Northeast, Southeast, Mexico,
and Canada.
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This press release contains forward-looking statements that involve risk,
assumptions, and uncertainties that are difficult to predict. Statements that
constitute forward-looking statements are usually identified by words such as
"anticipates," "believes," "estimates," "projects," "expects," "plans,"
"intends," or similar expressions. These statements are made pursuant to the
safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as
amended, and Section 27A of the Securities Act of 1933, as amended. Such
statements are based upon the current beliefs and expectations of our management
and are subject to significant risks and uncertainties. Actual events may differ
materially from those set forth in the forward-looking statements. We undertake
no obligation to update any of these forward-looking statements.
With respect to statements regarding the consummation of the Merger, the
following factors, among others, could cause actual results to differ materially
from those in forward-looking statements: the risk that our business will suffer
due to uncertainties caused by the announcement of the transaction; the risk
that we may not be able to obtain third party and stockholder approvals
necessary to consummate the transaction; as well as the risk that the
transaction will not close for other reasons.
Corporate Contact:
Jeff Hale, Chief Financial Officer
(480) 361-5295
jhale@centralfreight.com
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