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):
October 28, 2003
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COVENANT TRANSPORT, INC.
(Exact name of registrant as specified in its charter)
Nevada 0-24960 88-0320154
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
400 Birmingham Hwy.
Chattanooga, TN 37419
(Address of principal executive office, including zip code)
(423) 821-1212
(Registrant's telephone number,
including area code)
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.
Not applicable.
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 Covenant Transport, Inc. press release announcing filing of
registration statement
Item 8. Change in Fiscal Year.
Not applicable.
Item 9. Regulation FD Disclosure.
On Tuesday, October 28, 2003, Covenant Transport, Inc., a Nevada
corporation (the "Company"), issued a press release (the "Press Release")
announcing the filing of a registration statement, before the market opened. The
registration statement covers the offer of up to 2,300,000 shares of the
Company's Class A common stock, including 300,000 shares subject to an
over-allotment option in favor of the underwriters. Of the shares covered by the
filing, it is anticipated that 1,000,000 shares will be offered by
David R. and Jacqueline F. Parker and 1,000,000 shares will be offered by the
Estate of Clyde M. Fuller and that the shares subject to the over-allotment
option, if exercised by the underwriters, will be sold by Mr. and Mrs. Parker.
A registration statement relating to the securities has been filed with the
Securities and Exchange Commission, but has not yet become effective. The
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. The Press Release shall not
constitute an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of the securities in any jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of such jurisdiction.
The information contained in this report and the exhibit hereto 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 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 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.
COVENANT TRANSPORT, INC.
Date: October 28, 2003 By: /s/ Joey B. Hogan
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Joey B. Hogan, Chief Financial Officer
and Executive Vice President
EXHIBIT INDEX
99.1 Covenant Transport, Inc. press release announcing the filing of a
registration statement