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 1, 2009 |
Saia, Inc.
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(Exact name of registrant as specified in its charter)
| Delaware | 0-49983 | 48-1229851 |
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(State or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 11465 Johns Creek Parkway, Suite 400, Johns Creek, Georgia | 30097 | |
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(Address of principal executive offices) |
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(Zip Code) |
| Registrant’s telephone number, including area code: | 770-232-5067 |
Not Applicable
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Former name or former address, if changed since last report
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 1, 2009, Saia, Inc. (the "Company") entered into amendments to employment agreements with Richard D. O’Dell, President and Chief Executive Officer, and Anthony D. Albanese, Senior Vice President, Operations and Sales. The amendments, copies of which are filed as exhibits to this Form 8-K, are effective April 1, 2009 and reflect a reduction in compensation equal to ten percent of salary.
Item 9.01 Financial Statements and Exhibits.
10.1 Second Amendment to the Employment Agreement dated as of April 1, 2009 between Saia, Inc. and Richard D. O’Dell
10.2 Second Amendment to the Amended and Restated Employment Agreement dated as of April 1, 2009 between Saia, Inc. and Anthony D. Albanese
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.
| Saia, Inc. | ||||
| April 7, 2009 | By: |
James A. Darby
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| Name: James A. Darby | ||||
| Title: Vice President of Finance and CFO | ||||
Exhibit Index
Exhibit No.
Description
Second Amendment to the Employment Agreement dated as of April 1, 2009 between Saia, Inc. and Richard D. O’Dell
Second Amendment to the Amended and Restated Employment Agreement dated as of April 1, 2009 between Saia, Inc. and Anthony D. Albanese
SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT, made this 1st day of April, 2009 (the “Effective Date”), by and between Saia, Inc., a Delaware corporation (“Saia”) and Richard D. O’Dell (the “Executive”).
WITNESSETH:
WHEREAS, Saia and the Executive entered into an Employment Agreement on October 24, 2006 pursuant to which the Executive agreed to serve as President and Chief Executive Officer of Saia, as amended by an Amendment to Employment Agreement dated as of October 23, 2008 (the “Agreement”); and
WHEREAS, the parties retained the right to amend the Agreement pursuant to Section 25 thereof; and
WHEREAS, the parties desire to amend certain provisions of the Agreement.
NOW, THEREFORE, effective as of the Effective Date, the parties agree as follows:
1. Section 4(a) of the Agreement is amended to read as follows:
| (a) | Base Salary . Saia shall pay to the Executive base salary at the rate of $408,028 per annum which shall be payable in accordance with the standard payroll practices of Saia. Such base salary rate shall be reviewed annually in accordance with Saia’s normal policies beginning for calendar year 2010; provided, however, that at no time during the term of this Agreement shall the Executive’s base salary be decreased from the rate then in effect. |
| 2. | The Executive hereby acknowledges that the Company has discontinued the Company’s contributions under the Saia, Inc. Executive Capital Accumulation Plan (equal to 5% of the Executive’s base salary). |
| 3 . Except as expressly amended hereby, the Agreement shall remain as in effect immediately prior to the Effective Date. The parties reaffirm all of their rights and obligations under the Agreement, as amended hereby. |
IN WITNESS WHEREOF, the parties have executed this Amendment as of the Effective Date.
EXECUTIVE
Richard D. O’Dell
Vice President – Finance and Chief Financial
Officer
SECOND AMENDMENT TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDMENT, made this 1st day of April, 2009 (the “Effective Date”), by and between Saia, Inc., a Delaware corporation (“Saia”) and Anthony D. Albanese (the “Executive”).
WITNESSETH:
WHEREAS, Saia and the Executive entered into an Amended and Restated Employment Agreement on October 24, 2006 pursuant to which the Executive agreed to serve as Senior Vice President, Operations and Sales of Saia, as amended by an Amendment to Amended and Restated Employment Agreement dated as of October 23, 2008 (the “Agreement”); and
WHEREAS, the parties retained the right to amend the Agreement pursuant to Section 25 thereof; and
WHEREAS, the parties desire to amend certain provisions of the Agreement.
NOW, THEREFORE, effective as of the Effective Date, the parties agree as follows:
1. Section 4(a) of the Agreement is amended to read as follows:
| (a) | Base Salary . Saia shall pay to the Executive base salary at the rate of $257,070 per annum which shall be payable in accordance with the standard payroll practices of Saia. Such base salary rate shall be reviewed annually in accordance with Saia’s normal policies beginning for calendar year 2010; provided, however, that at no time during the term of this Agreement shall the Executive’s base salary be decreased from the rate then in effect. |
| 2. | The Executive hereby acknowledges that the Company has discontinued the Company’s contributions under the Saia, Inc. Executive Capital Accumulation Plan (equal to 5% of the Executive’s base salary). |
| 3 . Except as expressly amended hereby, the Agreement shall remain as in effect immediately prior to the Effective Date. The parties reaffirm all of their rights and obligations under the Agreement, as amended hereby. |
IN WITNESS WHEREOF, the parties have executed this Amendment as of the Effective Date.
EXECUTIVE
Anthony D. Albanese
President and Chief Executive Officer