SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-Q/A
AMENDMENT NO. 1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 15, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to __________.
Commission file number 000-32821
ROADWAY CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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Delaware 34-1956254
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(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
1077 Gorge Boulevard, Akron, Ohio 44310
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (330) 384-1717
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ].
The number of shares of common stock ($.01 par value) outstanding as of July 12,
2002 was 19,336,119.
EXPLANATION OF AMENDMENT
Roadway Corporation (the "Company") is filing this Form 10-Q/A ("Form 10-Q/A")
as Amendment No. 1 to the Company's quarterly report on Form 10-Q for the
quarter ended June 15, 2002 that was filed with the Securities and Exchange
Commission on July 18, 2002. Item 2 is hereby amended and restated in its
entirety as follows:
PART II OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(c) On June 3, 2002, the Company granted 2,000 shares of common stock, par value
$0.01 per share ("Common Stock"), to each of its non-employee directors pursuant
to the Roadway Corporation Non-Employee Directors' Equity Ownership Plan as a
component of each director's annual retainer. These transactions were exempt
from the registration provisions of the Securities Act of 1933 pursuant to
Section 4(2) of such Act for transactions not involving a public offering.
During the second quarter of 2002, the Company issued 776 shares of
Common Stock to members of the Company's medical board as compensation for their
services to the Company. This issuance was exempt from the registration
provisions of the Securities Act pursuant to Section 4(2) of such Act for
transactions not involving a public offering.
In addition, the Company issued 48 shares of Common Stock to
participants under the Company's Union Stock Plan during the second quarter of
2002. Participants under the Union Stock Plan received the shares of Common
Stock as compensation for prior services.
The Company also issued 22,507 shares of Common Stock to participants
in the Company's Employee Stock Purchase Plan. Participants under the Employee
Stock Purchase Plan purchased the shares of Common Stock from the Company in
monthly installments at a price of 85% of the market value of the Common Stock
on the last trading day of each month.
The Company issued the shares under the Union Stock Plan and Employee
Stock Purchase Plan in unregistered transactions without valid exemptions from
the registration provisions of the Securities Act. The Company plans to register
future issuances under the Union Stock Plan and Employee Stock Purchase Plan on
Forms S-8 and intends to conduct a rescission offer which will entitle the
purchasers of these shares of Common Stock to a return of the consideration paid
for their stock.
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, thereunto duly authorized.
August 13, 2002 By: /s/ J. Dawson Cunningham
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J. Dawson Cunningham
Executive Vice President and Chief
Financial Officer