UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 26, 2007
HEARTLAND EXPRESS, INC.
(Exact name of registrant as specified in its charter)
Commission File Number - 0-15087
NEVADA 93-0926999
(State of other Jurisdiction (IRS Employer ID No.)
of Incorporation)
901 NORTH KANSAS AVE, NORTH LIBERTY, IA 52317
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number (including area code): 319-626-3600
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Effective December 20, 2007, the Board of Directors (the "Board") of Heartland
Express, Inc. (the "Company") amended the Company's Bylaws (i) to allow for the
issuance, recordation, and transfers of shares of the capital stock of the
Company ("Shares") by electronic or other means not involving the issuance of
certificates and to provide that Shares shall be represented by certificates,
provided that the Board may provide by resolution or resolutions that Shares may
be issued in uncertificated form, thereby making the Company eligible to
participate in a direct registration system in accordance with Nasdaq
Marketplace Rule 4350(l), and (ii) to provide that the provisions of Sections
78.378 to 78.3793, inclusive, of the Nevada Revised Statutes (the "Control Share
Statutes") shall not apply to the Company or to an acquisition of a controlling
interest by any existing or future stockholders of the Company ((i) and (ii)
together, the "Amendment").
Prior to the Amendment, Article VIII of the Company's Bylaws was silent as to
the issue of uncertificated shares, and Article IX of the Company's Bylaws was
silent as to the applicability of the Control Share Statutes to the Company. The
Control Share Statutes only apply to Nevada corporations with 100 or more
stockholders residing in Nevada. The Board reviewed information concerning the
beneficial owners of the Shares and believes that as of the date of such
information the Company had only 36 stockholders in Nevada. Based on this
review, the Board determined that the Control Share Statutes would not currently
apply to the Company. The Board believes that the Amendment eliminates any
uncertainty as to whether the Control Share Statutes apply to the Company to the
extent the Company's stockholders were unsure of the number of stockholders
residing in Nevada.
The description of the Amendment is qualified in its entirety by the complete
text of the Amendment, which is attached to this Form 8-K as Exhibit 3 and
incorporated by reference into this Item 5.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
3 Amendment to the Bylaws of Heartland Express, Inc.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on behalf by the undersigned
thereunto duly authorized.
HEARTLAND EXPRESS, INC.
Date: December 26, 2007 BY:______________________________
JOHN P. COSAERT
Vice-President
Finance and Treasurer
EXHIBIT NO. 3
Amendment to the Bylaws of Heartland Express, Inc.
THIS AMENDMENT TO THE BYLAWS OF HEARTLAND EXPRESS, INC., a Nevada
corporation (the "Company") amends and restates the Bylaws of the Company (the
"Bylaws"). Effective December 20, 2007, Sections 1 and 2 of Article VIII of the
Bylaws are deleted in their entirety and replaced with the following Sections 1
and 2 of Article VIII, and the following Section 5 is hereby added to Article IX
of the Bylaws:
"ARTICLE VIII
STOCK CERTIFICATES
Section 1. Stock Certificates; Uncertificated Shares.
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(a) Where any shares of the capital stock of the Corporation are
represented by certificates, each certificate shall be signed by the
Chairman of the Board or the President and the Treasurer or an
assistant treasurer or the Secretary or an assistant secretary of the
Corporation, exhibiting the number and class (and series, if any) of
shares owned by him, and bearing the seal, if any, of the Corporation.
Such signatures and seal, if any, may be facsimile. A certificate may
be manually signed by a transfer agent or registrar other than the
Corporation or its employee and may be a facsimile. In case any
officer who has signed, or whose facsimile signature was placed on, a
certificate shall have ceased to be such officer before such
certificate is issued, it may nevertheless be issued by the
Corporation with the same effect as if he were such officer at the
date of its issue.
(b) All stock certificates representing shares of capital stock which are
subject to restrictions on transfer or to other restrictions may have
imprinted thereon such notation to such effect as may be determined by
the Board of Directors.
(c) The Board of Directors of the Corporation may authorize the issuance
of uncertificated shares of some or all of the shares of any or all of
its classes or series. The issuance of uncertificated shares shall
have no effect on existing certificates for shares until surrendered
to the Corporation, or on the respective rights and obligations of the
stockholders. Unless otherwise provided by applicable law, the rights
and obligations of stockholders shall be identical whether or not
certificates represent their shares of stock. Within a reasonable time
after the issuance or transfer of uncertificated stock, the
Corporation shall send to the registered owner of such shares a
written statement containing the information required to be set forth
or stated on actual stock certificates as specified herein or by
applicable law. At least annually thereafter, the Corporation shall
provide to its stockholders of record, a written statement confirming
the information contained in the informational statement previously
sent pursuant to this section.
Section 2. Registration of Transfer. Upon surrender to the Corporation or
any transfer agent of the Corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment
or authority to transfer; or, in the case of uncertificated shares,
upon compliance with appropriate procedures for transferring shares in
uncertificated form, it shall be the duty of the Corporation or its
transfer agent to issue a new certificate or uncertificated share, as
applicable, to the person entitled thereto, to cancel the old
certificate, if any, and to record the transaction upon its books.
ARTICLE IX
GENERAL PROVISIONS
Section 5. Nevada Acquisition of Controlling Interest Statute. The
provisions of Sections 78.378 to 78.3793, inclusive, of the Nevada
Revised Statutes shall not apply to the Company or to an acquisition
of a controlling interest (as defined in the statute) by any existing
or future stockholders of the Company."
END OF REPORT