CGIP / Celadon Group, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

CGI / Celadon Group, Inc. / TOWLE & CO - TOWLE & CO Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Celadon Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 150838100 (CUSIP Number) December 31, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

CGI / Celadon Group, Inc. / Citadel Securities GP LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* Celadon Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 150838100 (CUSIP Number) December 31, 2019 Date of Event Which Requires Filing of the Statement Check t

CGI / Celadon Group, Inc. 15-12G - - FORM 15

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTION 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-34533 CELADON GROUP, INC. (Exact name of registrant as specified in its ch

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Bankruptcy or Receivership

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): December 8, 2019 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Commission Fi

INDEMNIFICATION AGREEMENT

Exhibit 10.1 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”), dated the 8th day of December, 2019, is by and between Celadon Group, Inc., a Delaware corporation (the “Corporation”), and , an individual (“Indemnitee”). RECITALS A. Competent and experienced persons are reluctant to serve or to continue to serve as directors, managers and/or officers of legal entities or i

Resolutions of the Board of Directors (the “Board”) of Celadon Group, Inc., a Delaware corporation (the “Corporation”)

Exhibit 3.1 Resolutions of the Board of Directors (the “Board”) of Celadon Group, Inc., a Delaware corporation (the “Corporation”) WHEREAS, the Article III, Section 1 of the Corporation’s Amended and Restated By-Laws (the “By-Laws”) provide that the Board shall have not less than two members; WHEREAS, the Board wishes to amend the By-Laws to provide a minimum Board size of one director; RESOLVED,

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 form8k.htm FORM 8-K 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): November 15, 2019 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of in

WAIVER AND AMENDMENT NO. 3 TO CREDIT AND SECURITY AGREEMENT

Exhibit 10.2 WAIVER AND AMENDMENT NO. 3 TO CREDIT AND SECURITY AGREEMENT THIS WAIVER AND AMENDMENT NO. 3 TO CREDIT AND SECURITY AGREEMENT (this "Amendment") is made as of this 15th day of November, 2019, by and among CELADON GROUP, INC., a Delaware corporation ("Celadon Group"), any additional borrower party hereto as designated on the signature pages hereto (each individually as a "Borrower", and

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1 THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIRD AMENDMENT, dated as of November 15, 2019 (this "Amendment"), to the Second Amended and Restated Credit Agreement, dated as of July 31, 2019, as amended, restated, supplemented or otherwise modified from time to time (as so amended, the "Credit Agreement"), by and among CELADON GROUP, INC., a Delaware corporation (th

CGI / Celadon Group, Inc. NT 10-Q - - NONE

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing (Amendment No. 0)* OMB Number 3235-0058 SEC File Number 001-34533 CUSIP Number 150838100 (Check one): Form 10-K Form 20-F Form 11-K √ Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: September 30, 2019 Transition Report on Form 10-K Transition Report on Form 20-F Transition Re

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1 SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT SECOND AMENDMENT, dated as of October 15, 2019 (this "Amendment"), to the Second Amended and Restated Credit Agreement, dated as of July 31, 2019, as amended, restated, supplemented or otherwise modified from time to time (as so amended, the "Credit Agreement"), by and among CELADON GROUP, INC., a Delaware corporation (t

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): October 15, 2019 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Commission Fi

AMENDMENT NO. 2 TO CREDIT AND SECURITY AGREEMENT

Exhibit 10.2 AMENDMENT NO. 2 TO CREDIT AND SECURITY AGREEMENT THIS AMENDMENT NO. 2 TO CREDIT AND SECURITY AGREEMENT (this "Amendment") is made as of this 15th day of October, 2019, by and among CELADON GROUP, INC., a Delaware corporation ("Celadon Group"), any additional borrower party hereto as designated on the signature pages hereto (each individually as a "Borrower", and collectively as "Borro

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 form8k.htm FORM 8-K 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): October 4, 2019 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of inco

AMENDMENT NO. 1 TO CREDIT AND SECURITY AGREEMENT

Exhibit 10.2 AMENDMENT NO. 1 TO CREDIT AND SECURITY AGREEMENT THIS AMENDMENT NO. 1 TO CREDIT AND SECURITY AGREEMENT (this "Amendment") is made as of this 4th day of October, 2019 but effective as of September 30, 2019 (the "Effective Date"), by and among CELADON GROUP, INC., a Delaware corporation ("Celadon Group"), any additional borrower party hereto as designated on the signature pages hereto (

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT FIRST AMENDMENT, dated as of October 4, 2019 (this "Amendment"), to the Second Amended and Restated Credit Agreement, dated as of July 31, 2019, as amended, restated, supplemented or otherwise modified from time to time (as so amended, the "Credit Agreement"), by and among CELADON GROUP, INC., a Delaware corporation (the

CGI / Celadon Group, Inc. NT 10-K - - NONE

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing (Amendment No. 0)* OMB Number 3235-0058 SEC File Number 001-34533 CUSIP Number 150838100 (Check one): √ Form 10-K Form 20-F Form 11-K Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: June 30, 2019 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report

CGI / Celadon Group, Inc. 8-A12G/A - - FORM 8-A/A

8-A12G/A 1 form8aa.htm FORM 8-A/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 2) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 13-3361050 (State of Incorporation or Organization) (I.R.S.

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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): September 5, 2019 (August 29, 2019) CELADON GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-34533 13-336

AMENDMENT NO. 1 TO TAX BENEFITS PRESERVATION PLAN

Exhibit 4.5 EXECUTION COPY AMENDMENT NO. 1 TO TAX BENEFITS PRESERVATION PLAN This AMENDMENT NO. 1 TO TAX BENEFITS PRESERVATION PLAN, dated as of August 29, 2019 (this “Amendment”), is made and entered into by and between Celadon Group, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”). Except as otherwise provided h

Celadon Group Engages Former Swift Transportation Company CEO, Richard Stocking, as Celadon Trucking’s Chief Transformation Officer ● DPX Consulting, founded by Stocking, will oversee U.S. Truckload turnaround

Exhibit 99.1 9503 East 33rd Street Indianapolis, IN 46235-4207 (800) CELADON (317) 972-7000 For more information: FOR IMMEDIATE RELEASE Paul Svindland August 12, 2019 Chief Executive Officer (317) 972-7000 [email protected] Celadon Group Engages Former Swift Transportation Company CEO, Richard Stocking, as Celadon Trucking’s Chief Transformation Officer ● DPX Consulting, founded by St

Regulation FD Disclosure, Financial Statements and Exhibits

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): August 12, 2019 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Commission Fil

CREDIT AND SECURITY AGREEMENT dated as of July 31, 2019 by and among CELADON GROUP, INC. and each of its Subsidiaries Party hereto, each as Borrower, and collectively as Borrowers, MIDCAP FINANCIAL TRUST, as Administrative Agent and as a Lender, THE

Exhibit 10.2 CERTAIN IDENTIFIED INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN EXCLUDED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. CREDIT AND SECURITY AGREEMENT dated as of July 31, 2019 by and among CELADON GROUP, INC. and each of its Subsidiaries Party hereto, each as Borrower, and collec

CELADON GROUP, INC. WARRANT TO PURCHASE SIXTEEN MILLION SHARES OF COMMON STOCK, PAR VALUE $0.033 PER SHARE

Exhibit 10.4 THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES ARE SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1993, AS AMENDED, OR ANY RULE PROMULGATED UNDER SUCH ACT WHICH IS A SUCCESSOR TO RULE 144, OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COU

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.6 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 31, 2019, is entered into by and between Celadon Group, Inc., a Delaware corporation (the “Company”), and Luminus Energy Partners Master Fund, Ltd., a Delaware limited liability company (the “Buyer”). RECITALS A. Pursuant to the Warrant Purchase Agreement by and between the parties he

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): July 31, 2019 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Commission File

Celadon Group Completes $165 Million in New Long-Term Financing

Exhibit 99.1 9503 East 33rd Street Indianapolis, IN 46235-4207 (800) CELADON (317) 972-7000 For more information: FOR IMMEDIATE RELEASE Paul Svindland July 31, 2019 Chief Executive Officer (317) 972-7000 [email protected] Celadon Group Completes $165 Million in New Long-Term Financing · Stable long-term capital structure replaces expiring credit facility · 3-year, $165 million revolvi

CERTIFICATE OF DESIGNATION SERIES B PREFERRED STOCK CELADON GROUP, INC. (Pursuant to Section 151 of the Delaware General Corporation Law)

Exhibit 3.1 CERTIFICATE OF DESIGNATION OF SERIES B PREFERRED STOCK OF CELADON GROUP, INC. (Pursuant to Section 151 of the Delaware General Corporation Law) Celadon Group, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of the Delaware, as amended (the “DGCL”), hereby certifies that, pursuant to the authority granted by Article Fourth of

CELADON GROUP, INC. WARRANT TO PURCHASE FIVE MILLION FOUR HUNDRED SEVENTY-TWO THOUSAND EIGHT HUNDRED FORTY-FIVE SHARES OF COMMON STOCK, PAR VALUE $0.033 PER SHARE

Exhibit 10.5 CIC Warrant THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES ARE SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1993, AS AMENDED, OR ANY RULE PROMULGATED UNDER SUCH ACT WHICH IS A SUCCESSOR TO RULE 144, OR (III) THE COMPANY HAS RECEIVED AN OP

SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 31, 2019, CELADON GROUP, INC. as Borrower CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors THE LENDERS FROM TIME TO TIME PARTY HERETO BLUE TORCH FINANCE, LLC, as administrative agent TABLE

Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN EXCLUDED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 31, 2019, among CELADON GROUP, INC. as Borrower CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors TH

WARRANT PURCHASE AGREEMENT

Exhibit 10.3 WARRANT PURCHASE AGREEMENT This WARRANT PURCHASE AGREEMENT (this “Agreement”), dated as of July 31, 2019, by and between Celadon Group, Inc., a Delaware corporation (the “Company”), and Luminus Energy Partners Master Fund, Ltd. LLC (the “Purchaser”). WHEREAS, the Company has entered into that certain Second Amended and Restated Loan Agreement, dated as of the date hereof, among the Co

CGI / Celadon Group, Inc. 8-A12G/A - - FORM 8-A/A

8-A12G/A 1 form8aa.htm FORM 8-A/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 13-3361050 (State or other jurisdiction of incorporation or

Celadon Group Announces Bank Amendment to Extend Maturity Date and Provide Additional Liquidity

Exhibit 99.1 9503 East 33rd Street Indianapolis, IN 46235-4207 (800) CELADON (317) 972-7000 For more information: FOR IMMEDIATE RELEASE Paul Svindland June 28, 2019 Chief Executive Officer (317) 972-7000 [email protected] Celadon Group Announces Bank Amendment to Extend Maturity Date and Provide Additional Liquidity INDIANAPOLIS – June 28, 2019 – Celadon Group, Inc. (“Celadon,” the “C

EIGHTEENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1 EIGHTEENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS EIGHTEENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of June 28, 2019 is by and among CELADON GROUP, INC. (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., in its capacity as Adm

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): June 28, 2019 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Commission File

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 24, 2019 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Commission File N

Celadon Group Announces Update Concerning Refinancing Efforts and Bank Amendment

Exhibit 99.1 9503 East 33rd Street Indianapolis, IN 46235-4207 (800) CELADON (317) 972-7000 For more information: FOR IMMEDIATE RELEASE Paul Svindland May 29, 2019 Chief Executive Officer (317) 972-7000 [email protected] Celadon Group Announces Update Concerning Refinancing Efforts and Bank Amendment INDIANAPOLIS – May 29, 2019 – Celadon Group, Inc. (“Celadon,” the “Company,” “we,” or

SEVENTEENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1 SEVENTEENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS SEVENTEENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of May 24, 2019 is by and among CELADON GROUP, INC. (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., in its capacity as Ad

CGI / Celadon Group, Inc. NT 10-Q NONE

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing (Amendment No. 0)* OMB Number 3235-0058 SEC File Number 001-34533 CUSIP Number 150838100 (Check one): Form 10-K Form 20-F Form 11-K √ Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: March 31, 2019 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 form8k.htm FORM 8-K 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 1, 2019 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorpor

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement is effective as of May 1, 2019, and is between Celadon Group, Inc., a Delaware corporation (the “Company”) and Vincent Donargo (the “Executive”). The Company and the Executive are entering into this Agreement to set forth the terms of the Executive’s employment with the Company. The Company and Ex

Celadon Group Announces Executive Title Changes

Exhibit 99.1 9503 East 33rd Street Indianapolis, IN 46235-4207 (800) CELADON (317) 972-7000 For more information: FOR IMMEDIATE RELEASE Paul Svindland May 7, 2019 Chief Executive Officer (317) 972-7000 [email protected] Celadon Group Announces Executive Title Changes INDIANAPOLIS, May 7, 2019/PRNewswire/ - Celadon Group, Inc. (“Celadon,” the “Company,” or “we”) (OTCPink: CGIP) announc

CELADON GROUP, INC. AWARD NOTICE GRANTEE: Vincent Donargo TYPE OF AWARD: Non-Qualified Stock Option NUMBER OF SHARES: 400,000 EXERCISE PRICE PER SHARE: As set forth on Schedule A DATE OF GRANT: May 1, 2019 EXPIRATION DATE: May 1, 2029

Exhibit 10.2 CELADON GROUP, INC. AWARD NOTICE GRANTEE: Vincent Donargo TYPE OF AWARD: Non-Qualified Stock Option NUMBER OF SHARES: 400,000 EXERCISE PRICE PER SHARE: As set forth on Schedule A DATE OF GRANT: May 1, 2019 EXPIRATION DATE: May 1, 2029 1. Grant of Option. This Award Notice serves to notify you that Celadon Group, Inc., a Delaware corporation (the “Company”), hereby grants to you an opt

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF INDIANA INDIANAPOLIS DIVISION UNITED STATES SECURITIES AND EXCHANGE COMMISSION, Plaintiff, ) ) ) ) ) v. ) No. 19-cv-1659 ) CELADON GROUP, INC., Defendant. ) ) ) _______________________________________

EX-10.2 3 exhibit102.htm EXHIBIT 10.2 (CONSENT, SEC COMPLAINT, AND FINAL JUDGMENT) Exhibit 10.2 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF INDIANA INDIANAPOLIS DIVISION UNITED STATES SECURITIES AND EXCHANGE COMMISSION, Plaintiff, ) ) ) ) ) v. ) No. 19-cv-1659 ) CELADON GROUP, INC., Defendant. ) ) ) ) CONSENT OF DEFENDANT CELADON GROUP, INC. 1. Defendant Celadon Group, Inc. (“Celadon” or “De

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF INDIANA INDIANAPOLIS DIVISION

EX-10.1 2 exhibit101.htm EXHIBIT 10.1 (DEFERRED PROSECUTION AGREEMENT DATED APRIL 24, 2019) Exhibit 10.1 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF INDIANA INDIANAPOLIS DIVISION UNITED STATES OF AMERICA ) ) Plaintiff, ) v. ) CAUSE NO. 1:19-cr-0141 ) CELADON GROUP, INC., ) ) Defendant. ) DEFERRED PROSECUTION AGREEMENT Defendant Celadon Group, Inc. (the “Company”), pursuant to authority grant

Celadon Group Announces Resolutions of DOJ and SEC Investigations

EX-99.1 4 exhibit991.htm EXHIBIT 99.1 (PRESS RELEASE DATED APRIL 25, 2019) Exhibit 99.1 9503 East 33rd Street Indianapolis, IN 46235-4207 (800) CELADON (317) 972-7000 For more information: FOR IMMEDIATE RELEASE Paul Svindland April 25, 2019 Chief Executive Officer (317) 972-7000 [email protected] Celadon Group Announces Resolutions of DOJ and SEC Investigations INDIANAPOLIS, April 25,

Regulation FD Disclosure, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 24, 2019 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Commission File

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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 12, 2019 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Commission File

ASSET PURCHASE AGREEMENT by and among CELADON TRUCKING SERVICES, INC., CELADON LOGISTICS SERVICES, INC., and HYNDMAN TRANSPORT LIMITED as Sellers, TA DISPATCH, LLC as Buyer Dated as of April 15, 2019 Effective as of April 1, 2019 ASSET PURCHASE AGREE

Exhibit 10.2 ASSET PURCHASE AGREEMENT by and among CELADON TRUCKING SERVICES, INC., CELADON LOGISTICS SERVICES, INC., and HYNDMAN TRANSPORT LIMITED as Sellers, and TA DISPATCH, LLC as Buyer Dated as of April 15, 2019 and Effective as of April 1, 2019 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this “Agreement”) is executed and delivered as of April 15, 2019 (the “Closing Date”), by and

Secondment (Loaned Employee) Agreement Between Celadon Group, Inc. and TA Dispatch, LLC

Exhibit 10.3 Secondment (Loaned Employee) Agreement Between Celadon Group, Inc. and TA Dispatch, LLC This Secondment Agreement ("Agreement") is made and entered into effective as of April 15, 2019 (the "Effective Date") by and between TA Dispatch, LLC, an Alabama limited liability company (“TA Dispatch") and Celadon Group, Inc., a Delaware corporation (“Celadon”). TA Dispatch and Celadon are also

Celadon Group Divests Logistics Business Division

EX-99.1 5 exhibit991.htm EXHIBIT 99.1 (PRESS RELEASE DATED APRIL 15, 2019) Exhibit 99.1 9503 East 33rd Street Indianapolis, IN 46235-4207 (800) CELADON (317) 972-7000 For more information: FOR IMMEDIATE RELEASE Paul Svindland April 15, 2019 Chief Executive Officer (317) 972-7000 [email protected] Celadon Group Divests Logistics Business Division INDIANAPOLIS – April 15, 2019 – Celadon

SIXTEENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

EX-10.1 2 exhibit101.htm EXHIBIT 10.1 (SIXTEENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT DATED APRIL 12, 2019) Exhibit 10.1 SIXTEENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS SIXTEENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of April 12, 2019 is by and among CELADON GROUP, INC. (the “Borrower”), the Guarantors identified on the signa

Celadon Group Divests A&S/Kinard and Buckler Transport Business Units and Amends Credit Agreement

EX-99.1 4 exhibit991.htm EXHIBIT 99.1 (PRESS RELEASE DATED APRIL 1, 2019) Exhibit 99.1 9503 East 33rd Street Indianapolis, IN 46235-4207 (800) CELADON (317) 972-7000 For more information: FOR IMMEDIATE RELEASE Paul Svindland April 1, 2019 Chief Executive Officer (317) 972-7000 [email protected] Celadon Group Divests A&S/Kinard and Buckler Transport Business Units and Amends Credit Agr

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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 29, 2019 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Commission File

PURCHASE AGREEMENT by and among A&S SERVICES GROUP, LLC A&S REAL ESTATE HOLDINGS, LLC HUNT VALLEY EQUIPMENT CO., LLC BUCKLER LOGISTICS, INC. BUCKLER TRANSPORT, INC. J. DAVID BUCKLER, INC. BUCKLER DISTRIBUTION CENTER, L.P. as the Companies, CELADON TR

Exhibit 10.2 PURCHASE AGREEMENT by and among A&S SERVICES GROUP, LLC A&S REAL ESTATE HOLDINGS, LLC HUNT VALLEY EQUIPMENT CO., LLC BUCKLER LOGISTICS, INC. BUCKLER TRANSPORT, INC. J. DAVID BUCKLER, INC. BUCKLER DISTRIBUTION CENTER, L.P. as the Companies, CELADON TRUCKING SERVICES, INC. as Seller, CELADON GROUP, INC. as Parent, and MF HOLDINGS, INC. as Buyer Dated as of April 1, 2019 TABLE OF CONTENT

FIFTEENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

EX-10.1 2 exhibit101.htm EXHIBIT 10.1 (FIFTEENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT) Exhibit 10.1 FIFTEENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS FIFTEENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of March 29, 2019 is by and among CELADON GROUP, INC. (the “Borrower”), the Guarantors identified on the signature pages hereto, th

FOURTEENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1 FOURTEENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS FOURTEENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of February 28, 2019 is by and among CELADON GROUP, INC. (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., in its capacity as

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 form8k.htm FORM 8-K (FOURTEENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT) 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): February 28, 2019 CELADON GROUP, INC. (Exact name of registrant as specified in its charter)

CGI / Celadon Group, Inc. / TOWLE & CO - TOWLE & CO Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Celadon Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 150838100 (CUSIP Number) December 31, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

CGI / Celadon Group, Inc. NONE

NT 10-Q 1 doc1.htm NONE United States Securities and Exchange Commission Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing (Amendment No. 0)* OMB Number 3235-0058 SEC File Number 001-34533 CUSIP Number 150838100 (Check one): Form 10-K Form 20-F Form 11-K √ Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: December 31, 2018 Transition Report on Form 10-K Transition Report on

INDIANA COMMERCIAL COURT

EX-99.2 3 exhibit992.htm EXHIBIT 99.2 (STIPULATION OF SETTLEMENT DATED AS OF JANUARY 4, 2019) Exhibit 99.2 Filed: 1/24/2019 3:36 PM Clerk Marion County, Indiana INDIANA COMMERCIAL COURT STATE OF INDIANA ) MARION COUNTY SUPERIOR COURT ) SS: COUNTY OF MARION ) LEAD CAUSE NO. 49D01-1708-CT-033115 ) IN RE CELADON GROUP, INC. ) SHAREHOLDER DERIVATIVE LITIGATION ) Consolidated with: ) ) Cause No. 49D06-

Financial Statements and Exhibits, Other Events

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): February 7, 2019 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Commission Fi

INDIANA COMMERCIAL COURT

EX-99.1 2 exhibit991.htm EXHIBIT 99.1 (NOTICE OF PENDENCY OF STOCKHOLDER DERIVATIVE ACTION) Exhibit 99.1 INDIANA COMMERCIAL COURT STATE OF INDIANA ) MARION COUNTY SUPERIOR COURT ) SS: COUNTY OF MARION ) LEAD CAUSE NO. 49D01-1708-CT-033115 ) IN RE CELADON GROUP, INC. ) SHAREHOLDER DERIVATIVE LITIGATION ) Consolidated with: ) ) Cause No. 49D06-1709-CT-033758 ) ) Judge Heather Welch ) Civil Division

CGI / Celadon Group, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* CELADON GROUP INC (Name of Issuer) Common Stock (Title of Class of Securities) 150838100 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): January 31, 2019 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Commission Fi

THIRTEENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1 THIRTEENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRTEENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of January 31, 2019 is by and among CELADON GROUP, INC. (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., in its capacity as

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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): December 17, 2018 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Commission F

Back to Form 8-K

EX-16.1 2 exhibit161.htm EXHIBIT 16.1 (LETTER DATED DECEMBER 21, 2018, FROM BKD, LLP) Exhibit 16.1 BKD LLP 910 E. St. Louis Street, Suite 400 // P.O. Box 1900 // Springfield, MO 65801-1900 CPAs & Advisors 417.831.7283 // fax 417.831.4763 // bkd.com December 21, 2018 Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Commissioners: We have read the statements made by Celadon

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): December 5, 2018 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Commission Fi

CELADON GROUP, INC. AMENDED AND RESTATED AWARD NOTICE GRANTEE: Paul Svindland TYPE OF AWARD: Restricted Shares NUMBER OF RESTRICTED SHARES ("RESTRICTED SHARES"): 100,000 DATE OF GRANT: July 24, 2017 1. Grant of Restricted Stock. This Amended and Rest

EX-10.3 4 exhibit103.htm EXHIBIT 10.3 (AMENDED AND RESTATED AWARD NOTICE (TIME-VESTING RESTRICTED STOCK) BETWEEN THE COMPANY AND PAUL SVINDLAND DATED DECEMBER 5, 2018) Exhibit 10.3 CELADON GROUP, INC. AMENDED AND RESTATED AWARD NOTICE GRANTEE: Paul Svindland TYPE OF AWARD: Restricted Shares NUMBER OF RESTRICTED SHARES ("RESTRICTED SHARES"): 100,000 DATE OF GRANT: July 24, 2017 1. Grant of Restrict

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement is dated as of December 5, 2018, and is between Celadon Group, Inc., a Delaware corporation (the “Company”) and Paul C. Svindland (the “Executive”). The Company and the Executive are entering into this Agreement to set forth the terms of the Executive’s employment with the Company. The Company and

CELADON GROUP, INC. AMENDED AND RESTATED AWARD NOTICE

Exhibit 10.4 CELADON GROUP, INC. AMENDED AND RESTATED AWARD NOTICE GRANTEE: Paul Svindland TYPE OF AWARD: Non-Qualified Stock Option NUMBER OF SHARES: 200,000 EXERCISE PRICE PER SHARE: As set forth on Schedule A DATE OF GRANT: July 24, 2017 EXPIRATION DATE: July 24, 2027 1. Grant of Option. This Amended and Restated Award Notice (this “Award Notice”) serves to notify you that Celadon Group, Inc.,

CELADON GROUP, INC. AMENDED AND RESTATED AWARD NOTICE GRANTEE: Paul Svindland TYPE OF AWARD: Restricted Shares NUMBER OF RESTRICTED SHARES ("RESTRICTED SHARES"): 100,000 DATE OF GRANT: July 24, 2017

EX-10.2 3 exhibit102.htm EXHIBIT 10.2 (AMENDED AND RESTATED AWARD NOTICE (PERFORMANCE-VESTING RESTRICTED STOCK) BETWEEN THE COMPANY AND PAUL SVINDLAND DATED DECEMBER 5, 2018) Exhibit 10.2 CELADON GROUP, INC. AMENDED AND RESTATED AWARD NOTICE GRANTEE: Paul Svindland TYPE OF AWARD: Restricted Shares NUMBER OF RESTRICTED SHARES ("RESTRICTED SHARES"): 100,000 DATE OF GRANT: July 24, 2017 1. Grant of R

Celadon Group Releases Letter with CEO Health Update

EX-99.1 6 exhibit991.htm EXHIBIT 99.1 (PRESS RELEASE DATED DECEMBER 11, 2018) Exhibit 99.1 9503 East 33rd Street Indianapolis, IN 46235-4207 (800) CELADON (317) 972-7000 For more information: FOR IMMEDIATE RELEASE Thom Albrecht December 11, 2018 Chief Financial and Strategy Officer (317) 972-7000 [email protected] Celadon Group Releases Letter with CEO Health Update INDIANAPOLIS – Dece

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): November 28, 2018 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Commission F

Celadon Group Announces Extension of Credit Agreement Maturity Date

EX-99.1 3 exhibit991.htm EXHIBIT 99.1 (PRESS RELEASE DATED NOVEMBER 29, 2018) Exhibit 99.1 9503 East 33rd Street Indianapolis, IN 46235-4207 (800) CELADON (317) 972-7000 For more information: FOR IMMEDIATE RELEASE Thom Albrecht November 29, 2018 Chief Financial and Strategy Officer (317) 972-7000 [email protected] Celadon Group Announces Extension of Credit Agreement Maturity Date INDI

TWELFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

EX-10.1 2 exhibit101.htm EXHIBIT 10.1 (TWELFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT DATED NOVEMBER 28, 2018) Exhibit 10.1 TWELFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS TWELFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of November 28, 2018 is by and among CELADON GROUP, INC. (the “Borrower”), the Guarantors identified on the signa

CGI / Celadon Group, Inc. NONE

NT 10-Q 1 doc1.htm NONE United States Securities and Exchange Commission Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing (Amendment No. 0)* OMB Number 3235-0058 SEC File Number 001-34533 CUSIP Number 150838100 (Check one): Form 10-K Form 20-F Form 11-K √ Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: September 30, 2018 Transition Report on Form 10-K Transition Report on

CGI / Celadon Group, Inc. NONE

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing (Amendment No. 0)* OMB Number 3235-0058 SEC File Number 001-34533 CUSIP Number 150838100 (Check one): √ Form 10-K Form 20-F Form 11-K Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: June 30, 2018 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): August 6, 2018 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Commission File

CGI / Celadon Group, Inc. 8-A12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 13-3361050 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 9503 East 33rd Street, I

Certificate of Designation of Series A Junior Participating Preferred Stock of Celadon Group, Inc. (incorporated by reference from Exhibit 3.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on August 10, 2018).

EX-3.1 2 a18-185911ex3d1.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATION OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK OF CELADON GROUP, INC. (Pursuant to Section 151 of the Delaware General Corporation Law) Celadon Group, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of the Delaware, as amended (the “DGCL”), hereby certifies tha

CGI / Celadon Group, Inc. 15-12G

15-12G 1 a18-1859131512g.htm 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-34533 CELADON GROUP, INC. (Exact nam

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

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): August 10, 2018 (August 9, 2018) CELADON GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-34533 13-336105

Celadon Group Adopts Tax Benefits Preservation Plan to Preserve Substantial Tax Assets

EX-99.1 4 a18-185911ex99d1.htm EX-99.1 Exhibit 99.1 Celadon Group Adopts Tax Benefits Preservation Plan to Preserve Substantial Tax Assets INDIANAPOLIS, IN — August 10, 2018 — Celadon Group, Inc. (OTCPink: CGIP) today announced that its Board of Directors has approved the adoption of a tax benefits preservation plan (or “the plan”) in the form of a Section 382 Rights Agreement designed to protect

Section 382 Tax Benefits Preservation Plan, dated as of August 9, 2018 by and between Celadon Group, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent (incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on August 10, 2018).

Exhibit 4.1 EXECUTION COPY SECTION 382 TAX BENEFITS PRESERVATION PLAN by and between CELADON GROUP, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent Dated as of August 9, 2018 TABLE OF CONTENTS Page Section 1. Definitions 1 Section 2. Appointment of Rights Agent 8 Section 3. Issuance of Right Certificates 8 Section 4. Form of Right Certificates; Notice to Rights Agent as to A

ELEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1 ELEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS ELEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of July 13, 2018 is by and among CELADON GROUP, INC. (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., in its capacity as Adminis

Celadon Group Announces Closing of Amendment to Credit Agreement

EX-99.1 3 exhibit991.htm EXHIBIT 99.1 PRESS RELEASE DATED JULY 16, 2018 Exhibit 99.1 9503 East 33rd Street Indianapolis, IN 46235-4207 (800) CELADON (317) 972-7000 For more information: FOR IMMEDIATE RELEASE Thom Albrecht July 16, 2018 Chief Financial and Strategy Officer (317) 972-7030 [email protected] Celadon Group Announces Closing of Amendment to Credit Agreement INDIANAPOLIS – Ju

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 form8k.htm FORM 8-K ELEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 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): July 13, 2018 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): June 15, 2018 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Commission File

TENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1 TENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS TENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of June 15, 2018 is by and among CELADON GROUP, INC. (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., in its capacity as Administrativ

Celadon Group Announces Update on Refinancing, Amendment to Credit Agreement

Exhibit 99.1 9503 East 33rd Street Indianapolis, IN 46235-4207 (800) CELADON (317) 972-7000 For more information: FOR IMMEDIATE RELEASE Thom Albrecht June 18, 2018 Chief Financial and Strategy Officer (317) 972-7030 [email protected] Celadon Group Announces Update on Refinancing, Amendment to Credit Agreement · Company is continuing to negotiate definitive transaction documents for $30

CGI / Celadon Group, Inc. NONE

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing (Amendment No. 0)* OMB Number 3235-0058 SEC File Number 001-34533 CUSIP Number 150838100 (Check one): Form 10-K Form 20-F Form 11-K √ Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: March 31, 2018 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report

CGI / Celadon Group, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6 )* Celadon Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 150838100 (CUSIP Number) April 30, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

NINTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1 NINTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS NINTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of April 20, 2018 is by and among CELADON GROUP, INC. (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., in its capacity as Administrati

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 20, 2018 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Commission File

Celadon Group Announces Expected Refinancing Terms, Exclusivity with Term Lender, Amendment to Credit Agreement

Exhibit 99.1 9503 East 33rd Street Indianapolis, IN 46235-4207 (800) CELADON (317) 972-7000 For more information: FOR IMMEDIATE RELEASE Thom Albrecht April 23, 2018 Chief Financial and Strategy Officer (317) 972-7030 [email protected] Celadon Group Announces Expected Refinancing Terms, Exclusivity with Term Lender, Amendment to Credit Agreement · Company and financing sources have nego

CGI / Celadon Group, Inc. / LUMINUS MANAGEMENT LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Celadon Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 150838100 (CUSIP Number) April 4, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul

JOINT FILING AGREEMENT

EX-99.1 2 tv491460ex99-1.htm EX-99.1 Exhiibt 1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of April 19, 2018, is by and among Luminus Management, LLC, Luminus Energy Partners Master Fund, Ltd. and Jonathan Barrett (collectively, the “Filers”). Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D and/or 13G

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ('NYSE' or the 'Exchange') hereby notifies the Securities and Exchange Commission (the 'Commission') of its intention to remove the entire class of the common stock ('Common Stock') of Celadon Group, Inc.

CGI / Celadon Group, Inc. / Man Group plc - CELADON GROUP, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Celadon Group, Inc. (Name of Issuer) Common Stock, par value $0.033 per share (Title of Class of Securities) 150838100 (CUSIP Number) April 2, 2018 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which

PEAVLER SEVERANCE AGREEMENT

EX-10.1 2 exhibit101.htm EXHIBIT 10.1 SEVERANCE AGREEMENT BETWEEN CELADON GROUP, INC. AND BOBBY PEAVLER. Exhibit 10.1 PEAVLER SEVERANCE AGREEMENT This Severance AGREEMENT (this “Agreement”), dated as of March 16, 2018, by and between Celadon Group, Inc., a Delaware corporation, whose principal place of business is One Celadon Drive, 9503 E. 33rd Street, Indianapolis, Indiana 46235 (the “Company”),

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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, 2018 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Commission File

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Material Impairments, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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 30, 2018 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Commission File

EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1 EXECUTION VERSION EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of March 30, 2018 is by and among CELADON GROUP, INC. (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., in its capa

Celadon Group to Restate Prior Financial Statements; Announces Credit Agreement Amendment and Operations Update

Exhibit 99.1 9503 East 33rd Street Indianapolis, IN 46235-4207 (800) CELADON (317) 972-7000 For more information: FOR IMMEDIATE RELEASE Thom Albrecht April 2, 2018 Chief Financial and Strategy Officer (317) 972-7030 [email protected] Celadon Group to Restate Prior Financial Statements; Announces Credit Agreement Amendment and Operations Update · Based on issues identified in connection wi

CGI / Celadon Group, Inc. / LUMINUS MANAGEMENT LLC - SCHEDULE 13G Passive Investment

SC 13G 1 d537348dsc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Celadon Group, Inc. (Name of Issuer) Common Stock, par value $0.033 per share (Title of Class of Securities) 150838100 (CUSIP Number) February 7, 2018 (Date of Event which Requires Filing of this Statement) Check th

JOINT FILING AGREEMENT

Exhibit 1 Exhibit 1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of February 16, 2018, is by and among Luminus Management, LLC, Luminus Energy Partners Master Fund, Ltd.

CGI / Celadon Group, Inc. / Litespeed Management, L.L.C. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

CGI / Celadon Group, Inc. / SCOPUS ASSET MANAGEMENT, L.P. - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

Amendment No. 1 to Schedule 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Celadon Group, Inc. (Name of Issuer) Common Stock ($0.033 par value) (Title of Class of Securities) 150838 10 0 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa

CGI / Celadon Group, Inc. / TOWLE & CO - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Celadon Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 150838100 (CUSIP Number) Christopher D. Towle Towle & Co. 1610 Des Peres Road, Suite 250, St. Louis, MO 63131 (314) 822-0204 (Name, Address and Telephone Number of Person Aut

CGI / Celadon Group, Inc. NONE

NT 10-Q 1 doc1.htm NONE United States Securities and Exchange Commission Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing (Amendment No. 0)* OMB Number 3235-0058 SEC File Number 001-34533 CUSIP Number 150838100 (Check one): Form 10-K Form 20-F Form 11-K √ Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: December 31, 2017 Transition Report on Form 10-K Transition Report on

CGI / Celadon Group, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* CELADON GROUP INC (Name of Issuer) Common Stock (Title of Class of Securities) 150838100 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

CGI / Celadon Group, Inc. / Wellington Trust Co NA - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Celadon Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 150838100 (CUSIP Number) December 29, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

CGI / Celadon Group, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5 )* Celadon Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 150838100 (CUSIP Number) December 29, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

CGI / Celadon Group, Inc. / Wellington Trust Company, National Association Multiple Common Trust Funds Trust, Micro Cap Equity Portfolio - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Celadon Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 150838100 (CUSIP Number) December 29, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

CGI / Celadon Group, Inc. / VICTORY CAPITAL MANAGEMENT INC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Celadon Group Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 150838100 (CUSIP Number) December 31, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

CGI / Celadon Group, Inc. / FRONTIER CAPITAL MANAGEMENT CO LLC - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) CELADON GROUP INC. (Name of Issuer) COMMON STOCKS (Title of Class of Securities) 150838100 (CUSIP Number) DECEMBER 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic

SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1 SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this ? Amendment?) dated as of December 22, 2017 is by and among CELADON GROUP, INC. (the ? Borrower?), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., in its capacity as Adm

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): December 22, 2017 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Commission F

Celadon Group Announces Amendment to Revolving Credit Facility

Exhibit 99.1 9503 East 33 rd Street Indianapolis, IN 46235-4207 (800) CELADON (317) 972-7000 For more information: FOR IMMEDIATE RELEASE Joe Weigel December 26, 2017 Director of Communications (317) 972-7006 Direct [email protected] Celadon Group Announces Amendment to Revolving Credit Facility INDIANAPOLIS ? December 26, 2017 ? Celadon Group, Inc. (?Celadon? or the ?Company?) (NYSE: CGI) t

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): November 30, 2017 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Commission F

CELADON GROUP ANNOUNCES APPOINTMENT OF VINCENT DONARGO AS VICE PRESIDENT AND CHIEF ACCOUNTING OFFICER; PROVIDES REFINANCING UPDATE

Exhibit 99.1 9503 East 33 rd Street Indianapolis, IN 46235-4207 (800) CELADON (317) 972-7000 For more information: FOR IMMEDIATE RELEASE Joe Weigel November 30, 2017 Director of Communications (317) 972-7006 Direct [email protected] CELADON GROUP ANNOUNCES APPOINTMENT OF VINCENT DONARGO AS VICE PRESIDENT AND CHIEF ACCOUNTING OFFICER; PROVIDES REFINANCING UPDATE INDIANAPOLIS ? November 30, 2

POWER OF ATTORNEY

POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Mark A.

POWER OF ATTORNEY

POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Mark A.

CGI / Celadon Group, Inc. NONE

Form 12b-25: Notification of Late Filing United States Securities and Exchange Commission Washington, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): November 3, 2017 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Commission Fi

CGI / Celadon Group, Inc. / SCOPUS ASSET MANAGEMENT, L.P. - SCHEDULE 13G Passive Investment

Schedule 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Celadon Group, Inc. (Name of Issuer) Common Stock ($0.033 par value) (Title of Class of Securities) 150838 10 0 (CUSIP Number) October 23, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): October 16, 2017 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Commission Fi

CELADON GROUP ANNOUNCES APPOINTMENT OF THOM ALBRECHT AS EXECUTIVE VICE PRESIDENT – CHIEF FINANCIAL AND STRATEGY OFFICER

Exhibit 99.1 9503 East 33 rd Street Indianapolis, IN 46235-4207 (800) CELADON (317) 972-7000 For more information : Joe Weigel Director of Communications (317) 972-7006 Direct [email protected] FOR IMMEDIATE RELEASE October 16, 2017 CELADON GROUP ANNOUNCES APPOINTMENT OF THOM ALBRECHT AS EXECUTIVE VICE PRESIDENT ? CHIEF FINANCIAL AND STRATEGY OFFICER Leading Transportation Financial Analyst

POWER OF ATTORNEY

POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Mark A.

Kathleen L. Ross Appointed to Celadon Board of Directors Former Bank of America SVP Brings Extensive Experience in Transportation Finance

Exhibit 99.1 9503 East 33 rd Street Indianapolis, IN 46235-4207 (800) CELADON (317) 972-7000 For more information: FOR IMMEDIATE RELEASE Joe Weigel October 10, 2017 Director of Communications (317) 972-7006 Direct [email protected] Kathleen L. Ross Appointed to Celadon Board of Directors Former Bank of America SVP Brings Extensive Experience in Transportation Finance INDIANAPOLIS ? October

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): October 10, 2017 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Commission Fi

POWER OF ATTORNEY

POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Mark A.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): September 29, 2017 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Commission

W I T N E S S E T H

EX-10.1 2 exhibit101.htm EXHIBIT 10.1 (SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT DATED SEPTEMBER 29,2017) Exhibit 10.1 EXECUTION VERSION SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of September 29, 2017 is by and among CELADON GROUP, INC. (the “Borrower”), the Guarantors identified

Celadon Group Announces Amendment to Revolving Credit Facility, New $22.6 Million Financing, and Other Matters

EX-99.1 CHARTER 3 exhibit991.htm EXHIBIT 99.1 (PRESS RELEASE DATED OCTOBER 2, 2017) Exhibit 99.1 9503 East 33rd Street Indianapolis, IN 46235-4207 (800) CELADON (317) 972-7000 For more information: FOR IMMEDIATE RELEASE Joe Weigel October 2, 2017 Director of Communications (317) 972-7006 Direct [email protected] Celadon Group Announces Amendment to Revolving Credit Facility, New $22.6 Milli

Celadon Group NONE

Form 12b-25: Notification of Late Filing United States Securities and Exchange Commission Washington, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): August 1, 2017 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Commission File

POWER OF ATTORNEY

POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Mark A.

WILL CONSULTING AGREEMENT

Exhibit 10.1 WILL CONSULTING AGREEMENT AGREEMENT, dated as of July 18, 2017, by and between Celadon Group, Inc., a Delaware corporation, whose principal place of business is One Celadon Drive, 9503 E. 33 rd Street, Indianapolis, Indiana 46235 (the ?Company?), and Paul Will at 10809 Club Point, Fishers, IN 46037 (?Will? or ?Consultant?). WHEREAS, Will is currently the Chairman of the Board, the Chi

Celadon Group FORM 8-K (MANAGEMENT CHANGES) (Current Report/Significant Event)

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): July 13, 2017 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Commission File

CELADON GROUP ANNOUNCES EXECUTIVE TEAM CHANGES

Exhibit 99.1 9503 East 33 rd Street Indianapolis, IN 46235-4207 (800) CELADON (317) 972-7000 For more information: FOR IMMEDIATE RELEASE Joe Weigel July 13, 2017 Director of Communications (317) 972-7006 Direct [email protected] CELADON GROUP ANNOUNCES EXECUTIVE TEAM CHANGES ? Paul Svindland to be appointed Chief Executive Officer ? Michael Miller, current lead independent director, to beco

CELADON GROUP ANNOUNCES BANK AMENDMENT, CORPORATE UPDATES

EX-99.1 3 exhibit991.htm EXHIBIT 99.1 (PRESS RELEASE DATED JULY 3, 2017) Exhibit 99.1 9503 East 33rd Street Indianapolis, IN 46235-4207 (800) CELADON (317) 972-7000 For more information: FOR IMMEDIATE RELEASE Joe Weigel July 3, 2017 Director of Communications (317) 972-7006 Direct [email protected] CELADON GROUP ANNOUNCES BANK AMENDMENT, CORPORATE UPDATES INDIANAPOLIS – July 3, 2017 – Celad

FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1 EXECUTION VERSION FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this ? Amendment?) dated as of June 30, 2017 is by and among CELADON GROUP, INC. (the ? Borrower?), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., in its capac

Celadon Group FORM 8-K (CREDIT AGREEMENT AMENDMENT) (Current Report/Significant Event)

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): June 30, 2017 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Commission File

CGI / Celadon Group, Inc. / Litespeed Management, L.L.C. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Celadon Group FORM 8-K (RESIGNATION & CONSULTING AGREEMENT) (Current Report/Significant Event)

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 12, 2017 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Commission File N

RESIGNATION AND CONSULTING AGREEMENT, GENERAL RELEASE, AND NON-COMPETITION, NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT

Exhibit 10.1 RESIGNATION AND CONSULTING AGREEMENT, GENERAL RELEASE, AND NON-COMPETITION, NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT THIS RESIGNATION AND CONSULTING AGREEMENT, GENERAL RELEASE, AND NON-COMPETITION, NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT ("Agreement") is made and entered into on April 28, 2017 (?Effective Date?) between Celadon Group, Inc., located at One Celadon Drive, 950

Celadon Group NONE

Form 12b-25: Notification of Late Filing United States Securities and Exchange Commission Washington, D.

Celadon Group SEC SCHEDULE 13G (Passive Acquisition of More Than 5% of Shares)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Celadon Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 150838100 (CUSIP Number) May 02, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

Celadon Group FORM 8-K (NYSE STATUS) (Current Report/Significant Event)

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 2, 2017 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Commission File Nu

Celadon Group Provides Updates on New York Stock Exchange Listing

Exhibit 99.1 9503 East 33 rd Street Indianapolis, IN 46235-4207 (800) CELADON (317) 972-7000 For more information: Joe Weigel May 8, 2017 Director of Communications (317) 972-7006 Direct [email protected] Celadon Group Provides Updates on New York Stock Exchange Listing INDIANAPOLIS, May 8, 2017 /PRNewswire/ - Celadon Group, Inc. (?Celadon? or the ?Company?) (NYSE: CGI) today announced that

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 28, 2017 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Commission File

Back to Form 8-K/A

Exhibit 7.1 BKD LLP 910 E. St. Louis Street, Suite 400//P.O. Box 1900//Springfield, MO 65801-1900 CPAs & Advisors 417.831.7283//fax 417.831.4763//bkd.com May 2, 2017 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Ladies and Gentlemen: We have reviewed Item 4.02 of the Form 8-K dated May 1, 2017 filed by Celadon Group, Inc. We are in agreement with the statements

Back to Form 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 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 25, 2017 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation

Back to Form 8-K

EX-99.1 2 exhibit991.htm EXHIBIT 99.1 (TRANSCRIPT OF THE CONFERENCE CALL CONDUCTED BY CELADON GROUP, INC. ON MAY 3, 2017) Exhibit 99.1 Paul Will: Good Morning and thank you for joining our call today. I’m joined in Indianapolis by Jon Russell, President and Chief Operating Officer and Bobby Peavler, Chief Financial Officer. This conference call will contain forward‐looking statements within the me

Celadon Group FORM 8-K (CONFERENCE CALL TRANSCRIPT) (Current Report/Significant Event)

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, 2017 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Commission File Nu

Celadon Group FORM 8-K (PRESS RELEASE) (Current Report/Significant Event)

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 1, 2017 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Commission File Nu

Celadon Group Announces Corporate Updates

EX-99.1 2 exhibit991.htm EXHIBIT 99.1 (PRESS RELEASE DATED MAY 1, 2017) Exhibit 99.1 9503 East 33rd Street Indianapolis, IN 46235-4207 (800) CELADON (317) 972-7000 For more information: Joe Weigel May 1, 2017 Director of Communications (317) 972-7006 Direct [email protected] Celadon Group Announces Corporate Updates INDIANAPOLIS, INDIANA, May 1, 2017 /PRNewswire/ - Celadon Group, Inc. (“Cel

Back to Form 8-K

Exhibit 7.1 BKD LLP CPAs & Advisors 910 E. St. Louis Street, Suite 400//P.O. Box 1900//Springfield, MO 65801-1900 417.831.7283//fax 417.831.4763//bkd.com April 25, 2017 Robert Long, Audit Committee Chair Celadon Group, Inc. 9503 E. 33 rd Street Indianapolis, IN 46235 Dear Chairman Long: As we have previously discussed with you, the Board of Directors and management of Celadon Group, Inc. (Celadon)

FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER

EX-10.1 3 exhibit101.htm EXHIBIT 10.1 (FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT DATED MAY 1, 2017) Exhibit 10.1 EXECUTION VERSION FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER (this “Amendment”) dated as of May 1, 2017 is by and among CELADON GROUP, INC. (the “Borrower”), the Guarantor

Celadon Group FORM 8-K (CORPORATE UPDATES) (Current Report/Significant Event)

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 25, 2017 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Commission File

19th CAPITAL GROUP, LLC MEMBERSHIP INTEREST REDEMPTION AGREEMENT

Exhibit 10.1 19 th CAPITAL GROUP, LLC MEMBERSHIP INTEREST REDEMPTION AGREEMENT THIS MEMBERSHIP INTEREST REDEMPTION AGREEMENT (this ? Agreement?) is made and entered into as of the 30th day of December, 2016, between Celadon Group, Inc., a Delaware corporation (? Seller?), and 19 th Capital Group, LLC, a Delaware limited liability company (? 19 th Capital?). WHEREAS, Seller owns a 33.33% Class A me

Back to Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2016 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-34533 CELADON GROUP, INC. (Exact name of registrant

SUBSCRIPTION AGREEMENT

Exhibit 10.2 SUBSCRIPTION AGREEMENT This Subscription Agreement (including all schedules and exhibits hereto, this ? Agreement?) is entered into as of December 30, 2016 by and among Element Transportation LLC, a Delaware limited liability company (? Element?), 19 th Capital Group, LLC, a Delaware limited liability company (the ? Company?), and Celadon Group, Inc., a Delaware corporation (? Celadon

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 30, 2016 CELADON GROUP, INC., as Borrower, CERTAIN SUBSIDIARIES OF BORROWER, as Guarantor, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer,

Exhibit 10.5 THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 30, 2016 among CELADON GROUP, INC., as Borrower, CERTAIN SUBSIDIARIES OF BORROWER, as Guarantor, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto BANK OF AMERICA, N.A. as Sole Bookrunner and Sole Lead Arranger THIRD AMENDMENT TO AMENDED AND

_______________________________________________________________________ AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT 19TH CAPITAL GROUP, LLC Dated as of December 30, 2016

Exhibit 10.3 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF 19TH CAPITAL GROUP, LLC Dated as of December 30, 2016 THE LIMITED LIABILITY COMPANY UNITS EVIDENCED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION. SUCH LIMITED LIABILITY COMPANY UNITS ARE SUBJECT

CGI / Celadon Group, Inc. / FRONTIER CAPITAL MANAGEMENT CO LLC - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CELADON GROUP INC. (Name of Issuer) COMMON STOCKS (Title of Class of Securities) 150838100 (CUSIP Number) DECEMBER 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th

Immune Design CELADON GROUP 13G-A 123116 (Passive Acquisition of More Than 5% of Shares)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Celadon Group Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 150838100 (CUSIP Number) December 31, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

CGI / Celadon Group, Inc. / VICTORY CAPITAL MANAGEMENT INC - CELADON GROUP 13G-A2 123116 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Celadon Group Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 150838100 (CUSIP Number) December 31, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

SERVICE AGREEMENT

Exhibit 10.4 SERVICE AGREEMENT THIS SERVICE AGREEMENT, dated as of December 30, 2016 (this “Agreement”), is entered into by and between 19th Capital Group, LLC, a Delaware limited liability company (“19th Capital”), and Quality Companies, LLC, an Indiana limited liability company (“Quality”). WHEREAS, 19th Capital is engaged in the business of, among other matters, purchasing, financing, leasing a

Celadon Group FORM 8-K (COURT DECISION) (Current Report/Significant Event)

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): February 7, 2017 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Commission Fi

Celadon Group NONE

Form 12b-25: Notification of Late Filing United States Securities and Exchange Commission Washington, D.

CGI / Celadon Group, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CELADON GROUP INC (Name of Issuer) Common Stock (Title of Class of Securities) 150838100 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

CGI / Celadon Group, Inc. / Wellington Trust Co NA - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Celadon Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 150838100 (CUSIP Number) December 30, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

CGI / Celadon Group, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 )* Celadon Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 150838100 (CUSIP Number) December 30, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): February 1, 2017 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Commission Fi

CELADON GROUP REPORTS DECEMBER QUARTER RESULTS AND DECLARES DIVIDEND

Exhibit 99.1 9503 East 33rd Street Indianapolis, IN 46235-4207 (800) CELADON (317) 972-7000 For more information: Joe Weigel Communications Manager (800) CELADON Ext. 27006 (317) 972-7006 Direct [email protected] February 1, 2017 CELADON GROUP REPORTS DECEMBER QUARTER RESULTS AND DECLARES DIVIDEND INDIANAPOLIS ? Celadon Group Inc. (NYSE : CGI) today reported its financial and operating r

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

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): December 30, 2016 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Commission F

CELADON GROUP ANNOUNCES CLOSING OF JOINT VENTURE WITH ELEMENT FLEET MANAGEMENT

EX-99.1 2 exhibit991.htm EXHIBIT 99.1 (PRESS RELEASE ANNOUNCING THE CLOSING OF THE JOINT VENTURE) 9503 East 33rd Street Indianapolis, IN 46235-4207 (800) CELADON (317) 972-7000 For more information: FOR IMMEDIATE RELEASE Joe Weigel Director of Marketing and Communication (800) CELADON Ext. 7006 (317) 972-7006 Direct [email protected] December 30, 2016 CELADON GROUP ANNOUNCES CLOSING OF J

Submission of Matters to a Vote of Security Holders

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): December 9, 2016 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Commission Fi

Back to Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-34533 CELADON GROUP, INC. (Exact name of registran

CELADON GROUP REPORTS SEPTEMBER QUARTER RESULTS AND DECLARES DIVIDEND

9503 East 33 rd Street Indianapolis, IN 46235-4207 (800) CELADON (317) 972-7000 For more information: November 2, 2016 Joe Weigel Director of Marketing & Communications (800) CELADON Ext.

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8-K 1 form8k.htm FORM 8-K (FIRST QUARTER EARNINGS RELEASE) 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): November 2, 2016 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (S

Celadon Group NOTICE OF INTERNET AVAILABILITY (2016 DEFINITIVE PROXY)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Celadon Group 2016 DEFINITIVE PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Celadon Group FORM 8-K LETTER RESPONSE (Current Report/Significant Event)

form8k.htm 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): October 19, 2016 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Co

Celadon Group, Inc.

exhibit99.htm Exhibit 99 Celadon Group, Inc. October 19, 2016 Mr. Jay Yoon Seeking Alpha.com Re: Article dated October 12, 2016 Dear Mr. Yoon: This letter responds to your questions received at approximately 6:20 p.m. on October 11, which related to portions of an article you published in Seeking Alpha the next morning close to the opening of the market. The article alleged accounting irregulariti

SUBSIDIARIES JURISDICTION OF INCORPORATION OR ORGANIZATION A&S Services Group, LLC DE A&S Kinard Logistics, LLC DE American Franchising, LLC IN American Quality, LLC IN AR Management Services, Inc. DE Bee Line, Inc. OH Buckler Logistics, Inc. PA Buck

Exhibit 21 SUBSIDIARIES JURISDICTION OF INCORPORATION OR ORGANIZATION A&S Services Group, LLC DE A&S Kinard Logistics, LLC DE American Franchising, LLC IN American Quality, LLC IN AR Management Services, Inc.

Back to Form 10-K

form10k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34533 CELADON GROUP, IN

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

form8k.htm 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): September 1, 2016 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (C

9503 East 33rd Street Indianapolis, IN 46235-4207 (800) CELADON (317) 972-7000

exhibit991.htm Exhibit 99 9503 East 33rd Street Indianapolis, IN 46235-4207 (800) CELADON (317) 972-7000 For more information: September 1, 2016 Joe Weigel Director of Marketing & Communications (800) CELADON Ext. 7006 (317) 972-7006 Direct [email protected] CELADON GROUP REPORTS JUNE QUARTER AND FULL FISCAL YEAR RESULTS AND DECLARES DIVIDEND INDIANAPOLIS ? Celadon Group Inc. (NYSE : CGI

CGI / Celadon Group, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Celadon Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 150838100 (CUSIP Number) June 30, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

Celadon Group ESP

commentletter.htm May 25, 2016 VIA EDGAR Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Ms. Lyn Shenk, Branch Chief, Office of Transportation and Leisure Abe Friedman Doug Jones Re: Celadon Group, Inc. Form 10-K for Fiscal Year Ended June 30, 2015 Filed September 10, 2015 File No. 001-34533 Dear Ms. Shenk, Mr. Friedman, and

THIRD AMENDED AND RESTATED

exhibit101.htm Exhibit 10.1 THIRD AMENDED AND RESTATED RESERVE ACCOUNT AGREEMENT THIS Third Amended and Restated Reserve Account Agreement (this ?Third Amended Agreement?) is dated as of March 23, 2016 and amends and restates the Second Amended and Restated Reserved Account Agreement dated as of September 28, 2015, which amended and restated the Amended and Restated Reserve Account Agreement dated

THIRD AMENDED AND RESTATED SERVICE AGREEMENT

exhibit102.htm Exhibit 10.2 THIRD AMENDED AND RESTATED SERVICE AGREEMENT This Third Amended and Restated Service Agreement (the ?Third Amended Agreement?) is dated as of March 23, 2016, and amends and restates the Second Amended and Restated Service Agreement dated as of September 28, 2015, which amended and restated the Amended and Restated Service Agreement dated as of November 14, 2014, which a

Back to Form 10-Q

form10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-34533 CELADON GROUP, INC. (Exact name of re

Joe Weigel Director of Marketing and Communications (800) CELADON Ext. 27006 (317) 972-7006 Direct [email protected] April 27, 2016

exhibit991.htm Exhibit 99.1 9503 East 33rd Street Indianapolis, IN 46235-4207 (800) CELADON (317) 972-7000 For more information: Joe Weigel Director of Marketing and Communications (800) CELADON Ext. 27006 (317) 972-7006 Direct [email protected] April 27, 2016 CELADON GROUP REPORTS MARCH QUARTER RESULTS AND DECLARES DIVIDEND INDIANAPOLIS ? Celadon Group Inc. (NYSE : CGI) today reported its

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

form8k.htm 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 27, 2016 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Comm

Celadon Group ESP

commentletter.htm April 8, 2016 VIA EDGAR Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Ms. Lyn Shenk, Branch Chief, Office of Transportation and Leisure Abe Friedman Doug Jones Re: Celadon Group, Inc. Form 10-K for Fiscal Year Ended June 30, 2015 Filed September 10, 2015 File No. 001-34533 Dear Ms. Shenk, Mr. Friedman, and

CGI / Celadon Group, Inc. / VICTORY CAPITAL MANAGEMENT INC - CELADON GROUP 13G NEW 123115 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Celadon Group Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 150838100 (CUSIP Number) Victory Capital Management Inc., 4900 Tiedeman Rd, 4th Floor, Brooklyn, OH 44144 (216) 898-2400 (Name, Address and Telephone Number of Person Authoriz

POWER OF ATTORNEY

Unassociated Document POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Mark A.

CGI / Celadon Group, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Celadon Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 150838100 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

Celadon Group CGI AS OF 12/31/2015 (Passive Acquisition of More Than 5% of Shares)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6) CELADON GROUP INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 150838100 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is

CGI / Celadon Group, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 rrd098.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CELADON GROUP INC (Name of Issuer) Common Stock (Title of Class of Securities) 150838100 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

SECOND AMENDED AND RESTATED SERVICE AGREEMENT

EX-10.3 4 exhibit103.htm EXHIBIT 10.3 (SECOND AMENDED AND RESTATED SERVICE AGREEMENT) Exhibit 10.3 SECOND AMENDED AND RESTATED SERVICE AGREEMENT This Second Amended and Restated Service Agreement (the “Second Amended Agreement”) is dated as of September 28, 2015, and amends and restates the Amended and Restated Service Agreement dated as of November 14, 2014, which amended and restated the Service

Back to Form 10-Q

10-Q 1 form10q.htm FORM 10-Q (SECOND QUARTER FISCAL 2016) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2015 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number

December 29, 2015

EX-10.4 5 exhibit104.htm EXHIBIT 10.4 (LETTER AGREEMENT) Exhibit 10.4 December 29, 2015 Eric Meek Quality Companies 9702 East 30th Street Indianapolis, IN 46229 Re: Letter Agreement Regarding Additional Reserve Account Contributions (the “Letter Agreement”) Dear Eric: Element Financial Corp., Delaware corporation (“Element”) and Celadon Group, Inc., a Delaware corporation and Quality Equipment Lea

AMENDED AND RESTATED PROGRAM AGREEMENT

EX-10.1 2 exhibit101.htm EXHIBIT 10.1 (AMENDED AND RESTATED PROGRAM AGREEMENT) Exhibit 10.1 AMENDED AND RESTATED PROGRAM AGREEMENT This Amended and Restated Program Agreement (this “Amended Agreement”) is dated as of November 14, 2014 and amends and restates the Program Agreement dated as of March 31, 2014 by and among Element Financial Corp., a Delaware corporation with a principal place of busin

AMENDED AND RESTATED SERVICE AGREEMENT

EX-10.2 3 exhibit102.htm EXHIBIT 10.2 (AMENDED AND RESTATED SERVICE AGREEMENT) Exhibit 10.2 AMENDED AND RESTATED SERVICE AGREEMENT This Amended and Restated Service Agreement (the “Amended Agreement”) is dated as of November 14, 2014 and amends and restates the Service Agreement dated as of March 31, 2014, by and among Celadon Group, Inc., a Delaware corporation and Quality Equipment Leasing, LLC.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 form8k.htm FORM 8-K (COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS) 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): January 29, 2016 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-3453

CGI / Celadon Group, Inc. / Invesco Ltd. - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Celadon Group Inc (Name of Issuer) Common Stock (Title of Class of Securities) 150838100 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

form8k.htm 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): January 27, 2016 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Co

CELADON GROUP REPORTS DECEMBER QUARTER RESULTS AND DECLARES DIVIDEND

exhibit991.htm Exhibit 99 9503 East 33rd Street Indianapolis, IN 46235-4207 (800) CELADON (317) 972-7000 For more information: Joe Weigel Director of Marketing and Communications (800) CELADON Ext. 27006 (317) 972-7006 Direct [email protected] January 27, 2016 CELADON GROUP REPORTS DECEMBER QUARTER RESULTS AND DECLARES DIVIDEND INDIANAPOLIS ? Celadon Group Inc. (NYSE : CGI) today reported i

Submission of Matters to a Vote of Security Holders

form8k.htm 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): December 11, 2015 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (C

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

form8k.htm 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): December 2, 2015 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Co

Celadon Group CELADON 2015 - ADDITIONAL PROXY MATERIALS

additionalproxymaterials.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

PORTFOLIO PURCHASE AND SALE AGREEMENT

Exhibit 10.1 PORTFOLIO PURCHASE AND SALE AGREEMENT THIS PORTFOLIO PURCHASE AND SALE AGREEMENT, dated as of September 28, 2015 (this ?Agreement?), is entered into by and between Quality Companies, LLC, formerly dba Quality Equipment Sales, an Indiana limited liability company, and Quality Equipment Leasing, LLC, dba Quality Equipment Sales, a Delaware limited liability company, with a principal off

FLEET PROGRAM AGREEMENT This Fleet Program Agreement (this “Agreement”) is entered into as of September 28, 2015, by and between 19th Capital Group, LLC, a Delaware limited liability company with a principal place of business at 353 West Lancaster Av

EX-10.2 3 exhibit102.htm EXHIBIT 10.2 (FLEET PROGRAM AGREEMENT) Exhibit 10.2 FLEET PROGRAM AGREEMENT This Fleet Program Agreement (this “Agreement”) is entered into as of September 28, 2015, by and between 19th Capital Group, LLC, a Delaware limited liability company with a principal place of business at 353 West Lancaster Avenue, Suite 300, Wayne, Pennsylvania 19087 (“Financing Party”), and Quali

SERVICE AGREEMENT THIS SERVICE AGREEMENT (this “Agreement”) is dated as of September 28, 2015, by and between Quality Companies, LLC, formerly dba Quality Equipment Sales, an Indiana limited liability company, and Quality Equipment Leasing, LLC, dba

EX-10.3 4 exhibit103.htm EXHIBIT 10.3 (SERVICE AGREEMENT) Exhibit 10.3 SERVICE AGREEMENT THIS SERVICE AGREEMENT (this “Agreement”) is dated as of September 28, 2015, by and between Quality Companies, LLC, formerly dba Quality Equipment Sales, an Indiana limited liability company, and Quality Equipment Leasing, LLC, dba Quality Equipment Sales, a Delaware limited liability company, (collectively “S

PROGRAM AGREEMENT

EX-10.4 5 exhibit104.htm EXHIBIT 10.4 (PROGRAM AGREEMENT) Exhibit 10.4 PROGRAM AGREEMENT This Program Agreement (this “Agreement”) is entered into as of September 28, 2015, by and between 19th Capital Group, LLC, a Delaware limited liability company with a principal place of business at 353 West Lancaster Avenue, Suite 300, Wayne, Pennsylvania 19087 (“Financing Party”), and Quality Companies, LLC,

LIMITED LIABILITY COMPANY AGREEMENT 19th CAPITAL GROUP, LLC A Delaware Limited Liability Company Dated August 27, 2015 LIMITED LIABILITY COMPANY AGREEMENT 19th CAPITAL GROUP, LLC

EX-10.5 6 exhibit105.htm EXHIBIT 10.5 (LIMITED LIABILITY COMPANY AGREEMENT OF 19TH CAPITAL GROUP, LLC) Exhibit 10.5 LIMITED LIABILITY COMPANY AGREEMENT OF 19th CAPITAL GROUP, LLC A Delaware Limited Liability Company Dated August 27, 2015 LIMITED LIABILITY COMPANY AGREEMENT OF 19th CAPITAL GROUP, LLC THIS LIMITED LIABILITY COMPANY AGREEMENT is made and entered into as of the 27th day of August, 201

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-34533 CELADON GROUP, INC. (Exact name of registran

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

form8k.htm 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): October 28, 2015 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Co

CELADON GROUP REPORTS SEPTEMBER QUARTER RESULTS AND DECLARES DIVIDEND

EX-99.1 2 exhibit991.htm EXHIBIT 99.1 (FIRST QUARTER EARNINGS AND DIVIDEND RELEASE) Exhibit 99.1 9503 East 33rd Street Indianapolis, IN 46235-4207 (800) CELADON (317) 972-7000 For more information: Joe Weigel Communications Manager (800) CELADON Ext. 27006 (317) 972-7006 Direct [email protected] October 28, 2015 CELADON GROUP REPORTS SEPTEMBER QUARTER RESULTS AND DECLARES DIVIDEND INDIANAPO

Celadon Group NOTICE OF INTERNET AVAILABILITY (2015 DEFINITIVE PROXY)

noticeofinternetavailability.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-

Celadon Group 2015 DEFINITIVE PROXY STATEMENT

proxy.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive P

CELADON GROUP, INC. ANNOUNCES SALE OF TRACTOR PORTFOLIO, JOINT VENTURE TO GROW QUALITY COMPANIES SEGMENT Joint venture formation of 19th Capital Group LLC to accelerate opportunity for tractors under management with third-party fleets

exhibit99.htm 9503 East 33rd Street Indianapolis, IN 46235-4207 (800) CELADON (317) 972-7000 For more information: Joe Weigel Director of Marketing & Communications (800) CELADON Ext. 7006 (317) 972-7006 Direct FOR IMMEDIATE RELEASE October 2, 2015 CELADON GROUP, INC. ANNOUNCES SALE OF TRACTOR PORTFOLIO, JOINT VENTURE TO GROW QUALITY COMPANIES SEGMENT Joint venture formation of 19th Capital Group

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

form8k.htm 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): September 28, 2015 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (

SUBSIDIARIES JURISDICTION OF INCORPORATION OR ORGANIZATION A&S Services Group, LLC DE A&S Kinard Logistics, LLC DE AR Management Services, Inc. DE Bee Line, Inc. OH Celadon E-Commerce, Inc. DE Celadon Mexicana, S.A. de C.V. Mexico Celadon Trucking Se

Exhibit 21 SUBSIDIARIES JURISDICTION OF INCORPORATION OR ORGANIZATION A&S Services Group, LLC DE A&S Kinard Logistics, LLC DE AR Management Services, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34533 CELADON GROUP, INC. (Exact na

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

form8k.htm 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): July 28, 2015 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Commi

August 3, 2015

exhibit991.htm Exhibit 99.1 9503 East 33rd Street Indianapolis, IN 46235-4207 (800) CELADON (317) 972-7000 For more information: Joe Weigel Director of Marketing & Communications (800) CELADON Ext. 7006 (317) 972-7006 Direct FOR IMMEDIATE RELEASE August 3, 2015 CELADON GROUP ANNOUNCES EXECUTIVE TEAM CHANGES ? Paul Will appointed Chairman and CEO ? Eric Meek appointed President and COO ? Stephen Ru

CELADON GROUP REPORTS JUNE QUARTER AND FULL FISCAL YEAR RESULTS AND DECLARES DIVIDEND

exhibit991.htm 9503 East 33rd Street Indianapolis, IN 46235-4207 (800) CELADON (317) 972-7000 For more information: Joe Weigel July 29, 2015 Director of Marketing & Communications (800) CELADON Ext. 7006 (317) 972-7006 Direct [email protected] CELADON GROUP REPORTS JUNE QUARTER AND FULL FISCAL YEAR RESULTS AND DECLARES DIVIDEND INDIANAPOLIS ? Celadon Group Inc. (NYSE : CGI) today reporte

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8-K 1 form8k.htm FORM 8-K (FOURTH QUARTER EARNINGS AND DIVIDEND RELEASE) 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): July 28, 2015 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13

June 8, 2015 CELADON GROUP ANNOUNCES SENIOR OFFICER PROMOTIONS

Exhibit 99 9503 East 33rd Street Indianapolis, IN 46235-4207 (800) CELADON (317) 972-7000 June 8, 2015 CELADON GROUP ANNOUNCES SENIOR OFFICER PROMOTIONS INDIANAPOLIS – Celadon Group Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

form8k.htm 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): June 8, 2015 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Commis

June 2, 2015 CELADON GROUP CLOSES PUBLIC COMMON STOCK OFFERING

exhibit99.htm Exhibit 99 9503 East 33rd Street Indianapolis, IN 46235-4207 (800) CELADON (317) 972-7000 June 2, 2015 CELADON GROUP CLOSES PUBLIC COMMON STOCK OFFERING INDIANAPOLIS ? Celadon Group, Inc. (NYSE: CGI) (the ?Company?) today announced the closing of the previously announced public offering of 3,500,000 shares of the Company?s common stock. The Company has granted the underwriter a 30-da

Regulation FD Disclosure, Financial Statements and Exhibits

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): June 2, 2015 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Commission File N

3,500,000 Shares Celadon Group, Inc. Common Stock

prospectussupplement.htm Filed Pursuant to Rule 424(b)(2) Registration No. 333-203140 PROSPECTUS SUPPLEMENT (To Prospectus dated May 27, 2015) 3,500,000 Shares Celadon Group, Inc. Common Stock This is a public offering of common stock of Celadon Group, Inc. We are offering 3,500,000 shares of our common stock. Our common stock is listed on the New York Stock Exchange under the symbol ?CGI.? On May

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

form8k.htm 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 27, 2015 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Commis

9503 East 33rd Street Indianapolis, IN 46235-4207 (800) CELADON (317) 972-7000 May 28, 2015 Return to Form 8-K

exhibit991.htm Exhibit 99.1 9503 East 33rd Street Indianapolis, IN 46235-4207 (800) CELADON (317) 972-7000 May 28, 2015 CELADON GROUP PRICES PUBLIC COMMON STOCK OFFERING INDIANAPOLIS ? Celadon Group, Inc. (NYSE: CGI) (the ?Company?) today announced that it has entered into an agreement pursuant to which an underwriter has agreed to purchase 3,500,000 shares of the Company?s common stock. The Compa

3,500,000 Shares CELADON GROUP, INC. UNDERWRITING AGREEMENT Common Stock

exhibit11.htm EXHIBIT 1.1 EXECUTION COPY 3,500,000 Shares CELADON GROUP, INC. UNDERWRITING AGREEMENT Common Stock St. Petersburg, Florida May 27, 2015 Raymond James & Associates, Inc. 880 Carillon Parkway St. Petersburg, Florida 33716 Ladies and Gentlemen: Celadon Group, Inc., a Delaware corporation (the ?Company?), proposes, subject to the terms and conditions stated herein, to issue and sell to

Celadon Group FORM 8-K (PUBLIC OFFERING) (Current Report/Significant Event)

form8k.htm 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 27, 2015 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Commis

CELADON GROUP ANNOUNCES COMMON STOCK OFFERING

exhibit99.htm 9503 East 33rd Street Indianapolis, IN 46235-4207 (800) CELADON (317) 972-7000 INDIANAPOLIS, May 27, 2015 CELADON GROUP ANNOUNCES COMMON STOCK OFFERING INDIANAPOLIS ? Celadon Group Inc. (NYSE: CGI) today announced that it has commenced a public offering of 3,500,000 shares of its common stock. In connection with the offering, the underwriter will have an option for 30 days to purchas

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 26, 2015 CELADON GROUP, INC., as Borrower, CERTAIN SUBSIDIARIES OF BORROWER, as Guarantor, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, The

exhibit101.htm Exhibit 10.1 FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 26, 2015 among CELADON GROUP, INC., as Borrower, CERTAIN SUBSIDIARIES OF BORROWER, as Guarantor, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto BANK OF AMERICA, N.A. as Sole Bookrunner and Sole Lead Arranger FIRST AMENDMENT TO AM

SUBJECT TO COMPLETION, DATED MAY 27, 2015

prospectussupplement.htm Filed Pursuant to Rule 424(b)(5) Registration No. 333-203140 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are part of an effective registration statement filed with the Securities and Exchange Commission. This preliminary prospectus supplement and the acc

Celadon Group FORM 8-K (FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND PROXY CHANGE) (Current Report/Significant Event)

form8k.htm 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 26, 2015 CELADON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34533 13-3361050 (State or other jurisdiction of incorporation) (Commis

Back to Form S-3/A

forms3a.htm As filed with the Securities and Exchange Commission on May 22, 2015 Registration No. 333-203140 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Celadon Group, Inc. (Exact name of registrant as specified in its charter) Delaware 13-3361050 (State or other jurisdiction of incorpor