SAIA INC (Form: 8-K, Received: 12/20/2010 14:02:22)

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 15, 2010

Saia, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)


Delaware	0-49983	48-1229851
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

11465 Johns Creek Parkway, Suite 400, Johns Creek, Georgia		30097
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


Registrant’s telephone number, including area code:		770-232-5067

Not Applicable
______________________________________________
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))

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Item 1.02 Termination of a Material Definitive Agreement.

On December 15, 2010, Saia, Inc. (the "Company") entered into an amendment ("Amendment") to the Rights Agreement ("Rights Agreement"), dated September 30, 2002, between the Company and Computershare Trust Company, N.A (the successor to Mellon Investor Services LLC as rights agent) relating to the Company’s shareholder rights plan. Pursuant to the Amendment, the Final Expiration Date of the Rights (each as defined in the Rights Agreement) was accelerated from September 30, 2012 to December 15, 2010, on which day the Rights expired and the Rights Agreement was terminated. A copy of the Rights Agreement as originally executed is attached as Exhibit 4.1 to the Company’s Form 10-Q for the quarter ended September 30, 2002 and is incorporated herein by reference. A copy of the Amendment is attached hereto as Exhibit 4.2 and is incorporated herein by reference.

The Company’s board of directors also adopted the following new policy on shareholder rights plans:

The Board of Directors of Saia, Inc. will not adopt or extend a shareholder rights plan unless such adoption or extension has been submitted to a shareholder vote.

Item 3.03 Material Modifications to Rights of Security Holders.

Please see the description under Item 1.02, incorporated herein by reference. The Amendment accelerated the expiration of the Rights attached to the Company’s common stock from September 30, 2012 to December 15, 2010, on which day the Rights expired and the Rights Agreement was terminated.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 16, 2010, the Company filed a Certificate of Elimination with the Delaware Secretary of State eliminating, effective as of the date of filing, the Certificate of Designations of Series A Junior Participating Preferred Stock, par value $0.001 per share ("Preferred Stock"). The Preferred Stock was issuable under certain circumstances upon exercise of the Rights. A copy of the Certificate of Elimination is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are filed with this report as required by Item 601 of Regulation S-K:

Exhibit Number Description
3.1 Certificate of Elimination filed with the Delaware Secretary of State on December 16, 2010
4.2 Amendment to Rights Agreement between the Company and Computershare Trust Company, N.A, dated as of December 15, 2010

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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.

December 20, 2010	By:	James A. Darby

		Name: James A. Darby
		Title: Vice President of Finance and Chief Financial Officer

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Exhibit Index


Exhibit No.		Description

3.1		Certificate of Elimination filed with the Delaware Secretary of State on December 16, 2010
4.2		Amendment to Rights Agreement between the Company and Computershare Trust Company, N.A, dated as of December 15, 2010

CERTIFICATE ELIMINATING

REFERENCE TO A SERIES
OF SHARES OF STOCK FROM THE
CERTIFICATE OF INCORPORATION
OF
SAIA, INC.

Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, it is hereby certified that:

1. The name of the corporation (hereinafter referred to as the “corporation”) is Saia, Inc.

2. The designation of the series of shares of stock of the corporation to which this certificate relates is Series A Junior Participating Preferred Stock.

3. The voting powers, designations, preferences, and the relative, participating, optional, or other rights, and the qualifications, limitations, and restrictions of the said series of shares of stock were provided for in a resolution adopted by the Board of Directors of the corporation pursuant to authority expressly vested in it by the provisions of the certificate of incorporation of the corporation. A certificate setting forth the said resolution has been heretofore filed with the Secretary of State of the State of Delaware pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware.

4. The Board of Directors of the corporation has adopted the following resolution:

RESOLVED, that none of the authorized shares of stock of the Series A Junior Participating Preferred Stock are outstanding;

FURTHER RESOLVED, that none of the said series of the shares of stock of the corporation will be issued; and

FURTHER RESOLVED, that the Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary be, and hereby are, authorized and directed to file a certificate setting forth this resolution with the Secretary of State of the State of Delaware pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware for the purpose of eliminating from the certificate of incorporation of the corporation all reference to the said series of shares of stock.

Signed on December 16, 2010

Saia, Inc.

/s/ Richard D. O’Dell

Name: Richard D. O’Dell

Title: Chief Executive Officer

AMENDMENT TO RIGHTS AGREEMENT

This Amendment, dated as of December 15, 2010 (this “Amendment”), is entered into by and between Saia, Inc., a Delaware corporation (formerly SCS Trasportation, Inc., and herein the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the successor agent of Mellon Investor Services LLC, and herein the “Rights Agent”), and amends the Rights Agreement, dated as of September 30, 2002, by and between SCS Transportation, Inc. and Mellon Investor Services, LLC (the “Rights Agreement”).

WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may from time to time supplement or amend the Rights Agreement in accordance with the provisions of Section 27 thereof;

WHEREAS, the Company has determined that it is in the best interest of the Company and its shareholders to amend the Rights Agreement as set forth herein; and

WHEREAS, all acts and things necessary to make this Amendment a valid agreement, enforceable according to its terms, have been done and performed, and the execution and delivery of this Amendment by the Company and the Rights Agent have been in all respects duly authorized by the Company and the Rights Agent.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, and intending to be legally bound, the parties hereto agree as follows:

A. Amendment of Section 7(a) . Section 7(a) of the Rights Agreement is hereby amended and supplemented as follows:

a. By deleting “The “Final Expiration Date”, as used in this Rights Agreement, shall be September 30, 2012.”

b. and replacing it with: “The “Final Expiration Date”, as used in this Rights Agreement, shall be December 15, 2010.”

B. Effectiveness . This Amendment shall be deemed effective as of the date first written above, as if executed on such date. Except as amended hereby, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby.

C. Miscellaneous . This Amendment shall be deemed to be a contract under the laws of the State of Delaware and for all purposes shall be governed and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state.

D. Counterparts . This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and attested as of the date first set forth above.


Attest:		SAIA, INC.
By: /s/ James A. Darby		By: /s/ Richard D. O’Dell

Name: Title:	James A. Darby Secretary	Name: Title:	Richard D. O’Dell Chief Executive Officer
Attest:		COMPUTERSHARE TRUST COMPANY, N.A.
By: /s/ Tyler Haynes		By: /s/ Dennis V. Moccia

Name: Title:	Tyler Haynes Manager, Client Services	Name: Title:	Dennis V. Moccia Manager, Contract Administration