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
September 8, 2004
(Date of earliest event reported)
Boyd Bros. Transportation Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-23948 63-6006515
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(Commission File No.) (IRS Employer Identification No.)
3275 Highway 30
Clayton, Alabama 36016
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(Address of principal executive offices) (Zip Code)
(334) 775-1400
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(Registrant's telephone number, including area code)
Item 8.01 Other Events.
Boyd Bros. Transportation Inc. (the "Company") today announced that its
stockholders, voting at a special meeting held September 8, 2004, have approved
the merger of BBT Acquisition Corporation ("BBT") into the Company, which will
result in the Company going private. BBT is a Delaware corporation ("BBT, Inc.")
controlled by Dempsey Boyd, the founder and former Chairman and CEO of the
Company, his daughter, Gail B. Cooper, the current President and CEO of the
Company, and other family members.
Under the terms of the Merger Agreement, stockholders of the Company (other
than BBT, Inc. and the Boyd family members) will receive $9.18 per share, in
cash, for each outstanding share of Company common stock owned by such
stockholders. The Company and BBT expect to file a Certificate of Merger with
the Delaware Secretary of State no later than September 13, 2004, to consummate
the transaction. As a result of the merger, the Company's shares will no longer
trade on NASDAQ or be registered under the Securities Exchange Act of 1934.
However, the Company will continue to do business under the name "Boyd Bros.
Transportation Inc."
Attached and incorporated herein by reference in its entirety as Exhibit
99.1 is a copy of the press release announcing the proposed acquisition.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired. Not Applicable
(b) Pro Forma Financial Information. Not Applicable
(c) Exhibits.
Exhibit
No. Description
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99.1 Press Release of Boyd Bros. Transportation Inc.
issued September 8, 2004.
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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.
BOYD BROS. TRANSPORTATION INC.
Date: September 8, 2004 By: /s/ RICHARD C. BAILEY
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Richard C. Bailey
Its Executive Vice President
and Chief Financial Officer
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BOYD BROS. TRANSPORTATION INC.
FORM 8-K
Exhibit Index
Exhibit No. Description Method of Filing
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99.1 Press Release of Boyd Bros. Transportation Inc., Filed
issued September 8, 2004. herewith.
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