On August 12, 2019, Celadon Group, Inc., a Delaware corporation (the “Company”), entered into a Consulting Agreement (the “Consulting Agreement”) with DPX Consulting LLC (“DPX”) and appointed Richard Stocking, a principal of DPX, Chief Transformation Officer. Mr. Stocking is serving as a non-employee consultant working on behalf of DPX and is not a corporate officer of the Company. In addition, the Company issued a press release announcing the Consulting Agreement and Mr. Stocking’s appointment. A copy of the press release is being furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

The information contained in Item 7.01 and Exhibit 99.1 under Item 9.01 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The information contained in this report and Exhibit 99.1 hereto contains certain statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act, and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. Such statements may be identified by their use of terms or phrases, including \”will,\” “may,” “ongoing,” “going forward,” “continue” “shall,” and similar terms and phrases. Forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. In Exhibit 99.1 hereto, statements relating to planned consulting services, expected consultant roles, the anticipated results and effects of the Consulting Agreement, the anticipated results and effects of Mr. Stocking’s experience, the Company’s priority in receiving DPX’s services, the Company’s turnaround plan and potential for returning to profitability, the statements by Mr. Svindland concerning pace and resilience of change, and the statements of Mr. Stocking, among others, are forward-looking statements. Actual results may differ from those set forth in the forward-looking statements. Readers should review and consider factors that could cause actual results to differ from expectations, such as amendments or termination of the Consulting Agreement, delays or resistance to DPX’s implementations, changes to the Company’s business plan and financial arrangements, other Company relationships and contracts, a downturn in industry conditions, the status of regulatory actions, and various disclosures by the Company in its press releases, stockholder reports, and filings with the U.S. Securities and Exchange Commission.

CELADON GROUP INC Exhibit
EX-99.1 2 exhibit991.htm EXHIBIT 99.1 (PRESS RELEASE DATED AUGUST 12,…
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About CELADON GROUP, INC. (NYSE:CGI)

Celadon Group, Inc. (Celadon) is a truckload freight transportation provider. The Company’s segments are asset-based, asset-light, and equipment leasing and services. Its services involve point-to-point shipping for its customers within the United States, between the United States and Mexico, and between the United States and Canada. The Company’s primary asset-based services include the United States domestic dry van, refrigerated and flatbed service; cross-border service between the United States and each of Mexico and Canada; intra-Mexico and intra-Canada service; contract service; regional and specialized short haul service, and rail intermodal service. The Company’s primary asset-light services include freight brokerage, warehousing, less-than truckload consolidation and supply chain logistics services. Celadon’s equipment leasing and services segment consists primarily of leasing activities with independent contractors and other trucking fleets.