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):
October 20, 2004
KNIGHT TRANSPORTATION, INC.
(Exact name of registrant as specified in its charter)
Arizona 000-24946 86-0649974
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5601 W. Buckeye Road, Phoenix, AZ 85043
(Address of principal executive offices) (Zip Code)
(602) 269-2000
(Registrant's telephone number, including area code)
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))
Section 1. Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
Not applicable.
Item 1.02 Termination of a Material Definitive Agreement.
Not applicable.
Item 1.03 Bankruptcy or Receivership.
Not applicable.
Section 2. Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets.
Not applicable.
Item 2.02 Results of Operations and Financial Condition.
On Wednesday, October 20, 2004, Knight Transportation, Inc., an Arizona corporation
(the "Company"), issued a press release (the "Press Release") announcing its financial
results for the quarter and nine months ended September 30, 2004. A copy of the Press Release
is attached to this report as Exhibit 99.1.
The information contained in this report and the exhibit 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, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
The information in this report and the exhibit hereto maycontain "forward-looking
statements" that are made pursuant to the safe-harbor provisions of the Private Securities
Litigation Reform Act of 1995 and otherwise may be protected. Such statements are made
based on the current beliefs and expectations of the Company's management and are
subject to significant risks and uncertainties. Actual results or events may differ from those
anticipated by forward-looking statements. Please refer to the Company's Annual Report
on Form 10-K and other filings with the Securities and Exchange Commission for
information concerning risks, uncertainties and other factors that may affect future results.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-
Balance Sheet Arrangement of a Registrant.
Not applicable.
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement.
Not applicable.
Item 2.05 Costs Associated with Exit or Disposal Activities.
Not applicable.
Item 2.06 Material Impairments.
Not applicable.
Section 3. Securities and Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
Not applicable.
Item 3.02 Unregistered Sales of Equity Securities.
Not applicable.
Item 3.03 Material Modification to Rights of Security Holders.
Not applicable.
Section 4. Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Accountant.
Not applicable.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
Not applicable.
Section 5. Corporate Governance and Management
Item 5.01 Changes in Control of Registrant.
Not applicable.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Not applicable.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Not applicable.
Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans.
Not applicable.
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision
of the Code of Ethics.
Not applicable.
Section 6. [Reserved]
Section 7. Regulation FD
Item 7.01 Regulation FD Disclosure.
Not applicable.
Section 8. Other Events
Item 8.01 Other Events.
Not applicable.
Section 9. Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- ------------------------------------------------------
99.1 Knight Transportation, Inc. press release announcing
financial results for the quarter and nine months
ended September 30, 2004
SIGNATURE
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.
KNIGHT TRANSPORTATION, INC.
Date: October 21, 2004 By: /s/ David A. Jackson
-------------------------------------------
David A. Jackson
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -----------------------------------------------------------------
99.1 Knight Transportation, Inc. press release announcing financial
results for the quarter and nine months ended September 30, 2004