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 2,
2007
________________________________
P.A.M.
TRANSPORTATION SERVICES, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-15057
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71-0633135
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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297
West Henri De Tonti, Tontitown, Arkansas 72770
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (479) 361-9111
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N/A
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(Former
name or former address, if changed since last report)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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Election
of W. Scott Davis to the Board of Directors
On
August
2, 2007, our Board of Directors increased the size of the Board of Directors
from eight to nine directors, and elected a new director, W. Scott
Davis. Mr. Davis was elected for a term that extends until the 2008
annual meeting of the stockholders. Also, on August 2, 2007, Mr.
Davis was appointed to serve on the Compensation and Stock Option Committee
of
our Board of Directors. Mr. Davis is a private investor, and has many
years of experience in investment banking. From 1987 to 2006, Mr.
Davis worked for Stephens Inc., an investment banking firm, including serving
as
an Executive Vice President of Stephens Inc. from 2002 to 2006, and as a
Managing Director from 2000 to 2002.
The
election of Mr. Davis was not pursuant to any arrangement or understanding
between Mr. Davis and any third party. As of the date of this report,
neither Mr. Davis nor any member of his immediate family is a party, either
directly or indirectly, to any transaction that the Company is aware of, that
is
required to be reported pursuant to Item 404(a) of Regulation S-K under the
Securities Exchange Act of 1934.
Mr.
Davis
will be compensated for his service on our Board of Directors and any committees
of the Board on which he serves in accordance with our compensation arrangements
for non-employee directors, other than our Chairman of the
Board. These compensation arrangements, as currently in effect, are
set forth in our proxy statement for our 2007 annual meeting of stockholders,
that was filed with the Securities and Exchange Commission on April 26,
2007.
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Item
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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Amendment
of By-Laws
On
August
2, 2007, our Board of Directors amended and restated our By-Laws, effective
as
of that date. The Board's primary purpose for amending the Bylaws was
to make it clear that the positions of Chairman of the Board and Vice Chairmen
of the Board are not officer positions unless the Board of Directors expressly
determines otherwise for a particular director serving in one of those
positions. The following is a listing of the substantive changes
effected by the amendment of the Bylaws.
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·
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A
new Section 15 was added to Article II regarding the appointment
and
duties of the Chairman of the Board, and providing that the position
of
Chairman of the Board is not an officer position unless the Board
of
Directors expressly determines otherwise for a particular director
serving
as Chairman of the Board.
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·
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A
new Section 16 was added to Article II regarding the appointment
and
duties of Vice Chairmen of the Board, and providing that the position
of
Vice Chairman of the Board is not an officer position unless the
Board of
Directors expressly determines otherwise for a particular director
serving
as a Vice Chairman of the Board.
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·
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Section
1 of Article III was amended to remove specific references to the
Chairman
of the Board and Vice Chairman of the Board, and references to them
as
officer positions.
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·
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Section
2 of Article III, which set forth the duties of the Chairman of the
Board,
was deleted. The Chairman's duties are now addressed in Section
15 of Article II.
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·
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Section
3 of Article III, which set forth the duties of the Vice Chairman
of the
Board, was deleted. The Vice Chairman's duties are now
addressed in Section 16 of Article
II.
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·
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Section
4 of Article III was amended to authorize our Chief Executive Officer
to
preside at meetings of the shareholders and Board of Directors to
the
extent determined by the Board of
Directors.
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·
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Sections
4 through 14 of Article III were renumbered as Sections 2 through
12 of
Article III.
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A
copy of
our Bylaws, as amended and restated on August 2, 2007, is attached to this
report as Exhibit 3.2.
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Item
8.01
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Other
Events.
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Appointment
and Compensation of Chairman of the Board
On
August
2, 2007, our Board of Directors appointed Matthew T. Moroun, who is a member
of
our Board of Directors, and our largest stockholder, the Chairman of our Board
of Directors. The Board approved an annual retainer for Mr. Moroun
for his services as Chairman of the Board, which is a non-officer position,
of
$100,000 per year, payable quarterly, as a director fee. In addition,
Mr. Moroun will continue to receive meeting fees and an annual grant of a stock
option for his services as a director, in the same amounts as are provided
generally for our other non-employee directors.
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Item
9.01
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Financial
Statements and Exhibits.
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(d) Exhibits. The
following exhibits are furnished with this report:
3.2 By-Laws,
as amended and restated on August 2, 2007
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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P.A.M.
TRANSPORTATION SERVICES, INC.
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(Registrant)
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Date: August
8, 2007
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By:
/s/ Robert W. Weaver
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Robert
W. Weaver
President
and Chief Executive Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Exhibit
Description
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3.2
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By-Laws,
as amended and restated on August 2,
2007
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